MORANGIE MANAGEMENT LLC

Morangie Management LLC Form ADV Part 2A – Disclosure Brochure Effective: July 25, 2025 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Morangie Management LLC (“Morangie Management” or the “Adviser”). If you have any questions about the content of this Disclosure Brochure, please contact the Adviser at 908-285-6686. Morangie Management is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment adviser does not imply any specific level of skill or training. This Disclosure Brochure provides information about Morangie Management to assist you in determining whether to retain the Adviser. Additional information about Morangie Management and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Adviser’s firm name or CRD# 332949. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com  Item 2 – Material Changes The following is a summary of changes to the prior Brochure filed by Morangie Management LLC with the SEC in January 2025: Item 4: • Added Morangie Cabot Manager, LLC as the Manager of one of the pooled investment vehicles managed by the Company. Future Changes From time to time, the Adviser may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Adviser’s firm name or CRD# 332949. You may also request a copy of this Disclosure Brochure at any time by contacting the Adviser at 908-285-6686. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 2  Item 3 – Table of Contents Item 1 – Cover Page ................................................................................................................................................ 1 Item 2 – Material Changes ...................................................................................................................................... 2 Item 3 – Table of Contents ..................................................................................................................................... 3 Item 4 – Advisory Services .................................................................................................................................... 4 A. Firm Information ............................................................................................................................................................. 4 B. Advisory Services Offered ............................................................................................................................................. 4 C. Client Account Management.......................................................................................................................................... 6 D. Wrap Fee Programs ...................................................................................................................................................... 6 E. Assets Under Management ........................................................................................................................................... 6 Item 5 – Fees and Compensation .......................................................................................................................... 6 A. Fees for Advisory Services ............................................................................................................................................ 6 B. Other Fees and Expenses ............................................................................................................................................. 7 C. Advance Payment of Fees and Termination .................................................................................................................. 7 D. Compensation for Sales of Securities ............................................................................................................................ 7 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................. 7 Item 7 – Types of Clients ........................................................................................................................................ 8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................................... 8 A. Methods of Analysis ....................................................................................................................................................... 8 B. Risk of Loss ................................................................................................................................................................... 8 Item 9 – Disciplinary Information ........................................................................................................................ 11 Item 10 – Other Financial Industry Activities and Affiliations .......................................................................... 11 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............... 11 Item 12 – Brokerage Practices ............................................................................................................................. 12 A. Recommendation of Custodian[s] ................................................................................................................................ 12 B. Aggregating and Allocating Trades .............................................................................................................................. 13 Item 13 – Review of Accounts ............................................................................................................................. 13 A. Frequency of Reviews ................................................................................................................................................. 13 B. Causes for Reviews ..................................................................................................................................................... 13 C. Review Reports ........................................................................................................................................................... 13 Item 14 – Client Referrals and Other Compensation ......................................................................................... 13 A. Compensation Received by Morangie Management ................................................................................................... 13 B. Compensation for Client Referrals ............................................................................................................................... 14 Item 15 – Custody ................................................................................................................................................. 14 Item 16 – Investment Discretion .......................................................................................................................... 14 Item 17 – Voting Client Securities ....................................................................................................................... 14 Item 18 – Financial Information ........................................................................................................................... 15 Privacy Policy ........................................................................................................................................................ 16 Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 3  Item 4 – Advisory Services A. Firm Information Morangie Management LLC (“Morangie Management” or the “Adviser”) is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). The Adviser was organized as a Limited Liability Company (“LLC”) under the laws of the State of Delaware in August 2024. Morangie Management is owned and operated by Geraldine McManus, Managing Member, and Joseph Hand, COO & Chief Compliance Officer. B. Advisory Services Offered Morangie Management offers investment advisory services to select high-net-worth individuals and families, including related trusts, estates, and businesses. Morangie Management also serves as an investment adviser to pooled investment vehicles, established for the main purpose of aggregating certain Clients’ assets to invest in other private funds or directly in private companies and sponsors certain special purpose vehicles which invest in specific investments, (each of the above are collectively referred to as a “Client”). The pooled investment vehicles advised by Morangie Management are Cabot MM Partners LLC and Murphy MM Partners LLC, and the manager of Cabot MM Partners LLC is Morangie Cabot Manager, LLC (the “Manager”). The Adviser serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Adviser upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Morangie Management's fiduciary commitment is further described in the Adviser’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Wealth Management Services Morangie Management provides customized wealth management services for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management services and a broad range of comprehensive financial planning. These services are listed below. Investment Management Services – The Adviser provides discretionary investment management services. Morangie Management works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. Morangie Management will then construct an investment portfolio, consisting of professionally managed funds (both traditional and alternative), structured products, exchange- traded funds (“ETFs”), direct or co-investments in private equity, individual stocks, bonds or options contract and other opportunistic investments to achieve the Client’s investment goals. The Adviser may retain certain types of investments based on a Client’s legacy investments based on portfolio fit and/or tax considerations. Morangie Management’s investment strategies are primarily long-term focused, but the Adviser may buy, sell or re- allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Morangie Management will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Adviser. Morangie Management evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Morangie Management may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Morangie Management may recommend specific positions to increase sector or asset class weightings. The Adviser may recommend employing cash positions as a possible hedge against market movement. Morangie Management may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 4  All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Retirement Accounts – When the Adviser provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Adviser is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Adviser will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Adviser will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Adviser. Financial Planning Services – Morangie Management will typically provide a variety of financial planning and consulting services to Clients as a part of its wealth management services. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings and other areas of a Client’s financial situation. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Morangie Management may also refer Clients to an accountant, attorney or other specialists, as appropriate, for their unique situation. For certain financial planning engagements, the Adviser will provide a written summary of the Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Adviser may not provide a written summary. Financial planning and consulting recommendations pose a conflict between the interests of the Adviser and the interests of the Client. For example, the Adviser has an incentive to recommend that Clients engage the Adviser for investment management services or to increase the level of investment assets with the Adviser, as it would increase the amount of advisory fees paid to the Adviser. Clients are not obligated to implement any recommendations made by the Adviser or maintain an ongoing relationship with the Adviser. If the Client elects to act on any of the recommendations made by the Adviser, the Client is under no obligation to implement the transaction through the Adviser. Use of Independent Managers Morangie Management will recommend that Clients utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio, based on the Client’s needs and objectives. The Adviser will perform initial and ongoing oversight and due diligence over each Independent Manager to ensure the strategy remains aligned with Client’s investment objectives and overall best interests. The Adviser will also assist the Client in the development of the initial policy recommendations and managing the ongoing Client relationship. The Adviser will ensure that each Independent Manager is properly registered, notice filed or exempt from registration. The Client will be provided with the Independent Manager's Form ADV Part 2A - Disclosure Brochure (or a brochure that makes the appropriate disclosures). Private Funds In addition to advising separately managed accounts, Morangie Management is also the adviser to Cabot MM Partners LLC and Murphy MM Partners LLC. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 5  C. Client Account Management Prior to engaging Morangie Management to provide investment advisory services, each Client is required to enter into an agreement with the Adviser that define the terms, conditions, authority and responsibilities of the Adviser and the Client. These services may include: • Establishing an Investment Strategy – Morangie Management, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – Morangie Management will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Morangie Management will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Morangie Management will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Morangie Management does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Morangie Management. E. Assets Under Management As of December 31, 2024, Morangie Management had approximately $564 million in regulatory assets under management. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Adviser. Each Client engaging the Adviser for services described herein shall be required to enter into a written agreement with the Adviser. A. Fees for Advisory Services Wealth Management Services Wealth management fees are paid quarterly in arrears, pursuant to the terms of the wealth management agreement. Wealth management fees are based on the average daily market value of assets under management throughout the calendar quarter at an annual rate of up to 0.70%. Fees are negotiable based on several factors, including: the scope and complexity of the services to be provided; the level of assets to be managed; and the overall relationship with the Adviser. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee. The wealth management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Adviser. All securities held in accounts managed by Morangie Management will be independently valued by the Custodian. There may also be certain securities held in Client custodian accounts where Morangie Management is not responsible for making investment decisions. No investment management fees will be charged on such assets. The Adviser will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Adviser’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Adviser shall not receive any portion of these commissions, fees, and costs. Use of Independent Managers Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 6  As noted in Item 4, the Adviser may implement all or a portion of a Client’s investment portfolio utilizing one or more Independent Managers. The Independent Managers charge fees on Morangie Management clients’ assets managed in their products and funds in addition to the fees charged by Morangie Management, resulting in fees that are higher than the 0.70% rate mentioned above. The Adviser does not earn any compensation from an Independent Manager. The Adviser will only earn its investment advisory fee as described above. Morangie Management charges an asset-based fee for advisory services to Cabot MM Partners LLC at an annual rate of up to 1.30% annually and up to a 20% incentive fee which is paid to the Manager. No fees or incentive fees are charged on investments in Murphy MM Partners LLC. All fees and terms are set forth in the Fund’s governing documents. B. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than Morangie Management, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Adviser's recommended Custodian may not charge securities transaction fees for ETF and equity trades in a Client's account[s], provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian may charge for mutual funds, options, fixed income, and/or other types of investments. The fees charged by Morangie Management are separate and distinct from these custody and execution fees. In addition, all fees paid to Morangie Management for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Morangie Management, but would not receive the services provided by Morangie Management which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Morangie Management to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. C. Advance Payment of Fees and Termination Wealth Management Services Morangie Management is compensated for its wealth management services at the end of the quarter; after services are rendered. Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the wealth management agreement within five (5) business days of signing the Adviser’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Client’s wealth management agreement with the Adviser is non-transferable without the Client’s prior consent. Use of Independent Managers In the event that the Adviser has determined that an Independent Manager is no longer in the Client’s best interest, the Adviser will have the discretion to terminate the relationship with the Independent Manager. The terms for termination are set forth in the respective agreements between the Adviser and the Independent Managers. D. Compensation for Sales of Securities Morangie Management does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Item 6 – Performance-Based Fees and Side-By-Side Management As described in Item 5 above, certain of the Funds pay incentive fees or performance-based fees which creates an incentive for the Firm to make more speculative investments and make different decisions regarding the timing and manner of the realization of such investments, than would be made if such performance-based payments were not Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 7  made to the Firm. To mitigate any conflicts that arise, the Firm’s policies and procedures require investment decisions to be made in the best interest of the Funds. Item 7 – Types of Clients Morangie Management offers wealth management services to select high-net-worth individuals and families, including related trusts, estates, and businesses, and generally requires a minimum relationship size of $35,000,000 to effectively implement its investment process. Morangie Management may accept smaller relationship sizes on a case-by-case basis Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Morangie Management primarily employs a fundamental analysis method in developing investment strategies for its Clients. Research and analysis from Morangie Management are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Adviser in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Adviser monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Adviser’s review process are included below in Item 13 – Review of Accounts. As noted above, Morangie Management generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Morangie Management will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Morangie Management may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. Client assets are allocated among various fixed income, equity and balanced strategies, as well as various investment vehicles, such as mutual funds, third-party exchange-traded funds, alternative investments (where appropriate), cash-equivalent instruments, investment strategies and investment portfolios. Clients have the ability to restrict investment in certain securities or types of securities in their account, as well as to provide guidance and direction with respect to the securities maintained, purchased and sold in their account. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Morangie Management will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Adviser in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Adviser monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Adviser’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 8  analysis of a Client's account[s]. The Adviser shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Adviser of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Adviser will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the key risks associated with the Adviser’s investment strategies: General Economic and Market Conditions The success of the Adviser’s investment activities will be affected by general economic and market conditions, such as global and local economic growth, interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of Client investments. Volatility or illiquidity could impair the Clients’ profitability or result in losses. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Micro-cap, Small and Medium Cap Equities The Adviser may invest in securities issued by small and micro-cap companies with market capitalizations of less than $2 billion. Securities of smaller companies have historically been more volatile (and have produced greater returns) than the securities of larger, better-known companies. Small-cap and micro-cap companies are considered more speculative investments than larger companies due to their smaller assets and greater risk of failure. Options Contracts Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 9  Margin Borrowings The use of short-term margin borrowings may result in certain additional risks to a Client. For example, if securities pledged to brokers to secure a Client's margin accounts decline in value, the Client could be subject to a "margin call", pursuant to which it must either deposit additional funds with the broker or be the subject of mandatory liquidation of the pledged securities to compensate for the decline in value. Structured Products Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. Alternative Investments (Limited Partnerships) The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Client should only have a portion of their assets in these investments. Independent Manager Risks The Adviser may select certain Independent Managers to manage a portion of the Client’s portfolio. The Adviser will conduct due diligence, monitor the performance and adherence to the investment mandates and objectives on the selected Independent Managers. However, the Adviser will not have an active role in the day-to-day management of this portion of the Client’s portfolio. A failure by an Independent Managers to achieve its investment objectives could result in a negative impact on the Client’s overall investment portfolio. Cybersecurity Risks As the use of technologies, such as the internet, has become more common in conducting business, the Adviser may be more susceptible to operational, information security, and related risks in connection with breaches in cybersecurity. Generally, a cybersecurity failure may result from either intentional attacks or unintentional events and include, but are not limited to, gaining unauthorized access to digital systems, misappropriating assets or sensitive information, causing the Adviser and/or its clients to lose proprietary information, corrupting data, or causing operational disruption, including denial-of-service attacks on websites. A cybersecurity failure could cause the Adviser and/or its clients to become subject to regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial losses. Cybersecurity failures may involve third party service providers, joint venture partners, and investments made by, or counterparties in transactions with, the Adviser or its clients. The Adviser has established policies and procedures reasonably designed to reduce the risks associated with cybersecurity failures; however, there can be no assurance that these policies and procedures will prevent or mitigate the impact of cybersecurity failures. Force Majeure Risks The Adviser, its client portfolios and/or its Funds/SPVs may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 10  construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to a Fund/SPV) to perform its obligations until it is able to remedy the force majeure event. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or a Fund/SPV of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure can have a permanently adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Funds/SPVs would invest. Additionally, major governmental intervention into an industry, including the nationalization of an industry or the assertion of control over one or more Client portfolio companies or its assets, could result in a loss to the portfolio. The risks described above are not a complete list of all risks associated with the Adviser’s investment strategies. In addition, as a client’s investment program develops and changes over time, its investments may be subject to additional and different risk factors. Investors in private funds should refer to a Fund’s/SPV’s Governing Documents for a more complete description of the risks involved in investing in such Fund/SPV. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Morangie Management or its management persons. Morangie Management values the trust Clients place in the Adviser. The Adviser encourages Clients to perform the requisite due diligence on any adviser or service provider that the Client engages. The backgrounds of the Adviser or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Adviser’s firm name or CRD# 332949. Item 10 – Other Financial Industry Activities and Affiliations Neither the Adviser nor any of its management persons is registered or has an application pending to register as (i) a broker-dealer or a registered representative of a broker-dealer or (ii) a futures commission merchant, a commodity pool operator, a commodity trading advisor, or associated person of the foregoing. The Adviser has no material relationships or arrangements with a related person who is a broker-dealer, investment company, financial planning firm, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer. The Adviser has developed and will continue to develop relationships with professionals who provide services such as legal, accounting, banking, tax preparation, insurance brokerage and other personal services. However, none of the above relationships create a material conflict of interest with the Adviser or its Clients. The Manager for private funds sponsored by the Adviser is related to the Adviser through common ownership and control. The Manager shares many of the same executive officers with the Investment Adviser. Use of Independent Managers As noted in Item 4, the Adviser may implement all or a portion of a Client’s investment portfolio with one or more Independent Managers. The Adviser does not receive any compensation nor does this present a material conflict of interest. The Adviser will only earn its investment advisory fee as described in Item 5.A. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Adviser has adopted a Code of Ethics (the “Code”) that is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Adviser’s Code covers standards for business conduct, fiduciary standards, compliance with federal securities laws, reporting violations, and personal securities transactions (including reporting and limitations), among other things. The Adviser’s Compliance Manual also sets Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 11  forth policies and procedures in employee conduct-related areas, including conflicts of interest, insider trading, gifts and entertainment, outside business activities, and political and charitable contributions. The Code applies to all employees and sets forth a standard of business conduct that takes into account the Adviser’s fiduciary duty as an investment adviser to its Clients, Funds and SPVs. The Code requires employees to comply with applicable federal securities laws, and to promptly bring any violations of the Code to the attention of the Adviser’s Chief Compliance Officer. All employees are provided with a copy of the Code and are required to acknowledge receipt and understanding of the Code on at least an annual basis. All employees must provide an initial list of personal securities accounts and holdings. Thereafter, employees must report their securities transactions on a quarterly basis and disclose their securities holdings on an annual basis. All employees must pre-clear transactions involving initial public offerings (“IPOs”) and limited offerings (i.e., private placements). The Firm will provide a copy of its Code to any existing or prospective Investor upon request to its Chief Compliance Officer by phone at (908)-285-6686 or by email at compliance@morangiellc.com As explained in Items 4 and 10 above, the Adviser serves as the investment manager and general partner to the Funds and SPVs that are offered to Investors. The Adviser and certain of its partners, officers, employees, affiliates and respective family members may invest directly in the Funds and are afforded waiver of certain management fees or incentive fee compensation ordinarily borne by Investors. The Adviser recognizes the potential conflicts of interest that may arise when such persons invest in the Funds. If any matter arises that the Adviser determines in good faith to constitute an actual conflict of interest, the Adviser may take such actions as may be necessary or appropriate, within the context of the Code, the Adviser’s Compliance Manual, and/or a Fund’s/SPV’s applicable Governing Documents, to ameliorate the conflict. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Morangie Management does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Morangie Management to direct trades to the Custodian as agreed upon in the investment advisory agreement. Further, Morangie Management does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where Morangie Management does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the Custodian recommended by the Adviser and will not incur any extra fee or cost associated with using a custodian not recommended by Morangie Management. However, the Adviser may be limited in the services it can provide if the recommended Custodian is not engaged. Morangie Management may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. Morangie Management will generally recommend that Clients establish their account[s] with Fidelity Clearing & Custody Solutions and related entities of Fidelity Investments, Inc. (collectively “Fidelity”), a FINRA-registered broker- dealer and member SIPC. The Adviser has established an institutional relationship with Fidelity to serve as the Client’s “qualified custodian” and assist the Adviser in managing Client account[s]. Following are additional details regarding the brokerage practices of the Adviser: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an adviser enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. Morangie Management does not participate in soft dollar programs sponsored or offered by any Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 12  broker-dealer/custodian. However, the Adviser receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Morangie Management does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where Morangie Management will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Adviser will not engage in any principal transactions (i.e., trade of any security from or to the Adviser’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). Morangie Management will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Morangie Management will execute its transactions through the Custodian as authorized by the Client. Morangie Management may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by Advisory Persons and periodically by the CCO. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify Morangie Management if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will be provided brokerage statements no less than quarterly from the Custodian. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Adviser may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Morangie Management Morangie Management is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. Morangie Management does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. Morangie Management may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 13  to meet the goals of its Clients. Likewise, Morangie Management may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Adviser Platform As noted in Item 12, Morangie Management has established an institutional relationship with Fidelity to assist the Adviser in managing Client account[s]. As part of the arrangement, Fidelity also makes available to the Adviser, at no additional charge to the Adviser, certain research and brokerage services, including research services obtained by Fidelity directly from independent research companies. The Adviser may also receive additional services and support from Fidelity. As a result of receiving such services for no additional cost, the Adviser has an incentive to continue to use or expand the use of Fidelity's services. The Adviser examined this potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined that the relationship with Fidelity remains in the best interests of the Adviser’s Clients in connection with its fiduciary obligations, including its duty to seek best execution. Please see Item 12 above. The Adviser receives access to software, vendors, and related support without cost or at a discount because the Adviser renders investment management services to Clients that maintain assets at Fidelity The software and related systems support benefit the Adviser and indirectly benefit the Clients. However, all services provided may not be utilized for all Clients. In fulfilling its duties to its Clients, the Adviser endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of these economic benefits from Fidelity creates a conflict of interest as these economic benefits may influence the Adviser's recommendation of Fidelity as a Custodian over another custodian that does not furnish similar software, systems, back-office support, financial support, and/or other economic benefits. Notwithstanding the conflicts noted herein, the Adviser firmly believes that Fidelity provides the Client and the Adviser with excellent value and support. B. Compensation for Client Referrals The Adviser does not compensate, either directly or indirectly, any persons who are not supervised persons, for Client referrals. Item 15 – Custody Morangie Management does not hold or receive any of the Client’s funds or securities, other than payment for the Adviser’s services. The Client’s funds and securities will be held in custody by the Custodian selected by the Client, and the Client will be solely responsible for paying all of the Custodian’s fees. While all assets will be held by either the Custodian or an Independent Manager, Morangie Management is deemed to have custody of Client assets based on a number of factors including its ability to transfer funds to Independent Managers or third parties. To mitigate the risks associated with this arrangement, Morangie Management has engaged an independent auditor to conduct a surprise asset verification on an annual basis. In addition, the Custodian utilized will provide account statements on at least a quarterly basis. Clients should review statements provided by the Custodian and compare to any reports provided by Morangie Management to ensure accuracy, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. Item 16 – Investment Discretion Morangie Management generally has discretion over the selection and amount of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Morangie Management. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by Morangie Management will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 14  Morangie Management does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Adviser will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Morangie Management reserves the right to assist a Client with voting proxies upon request. Item 18 – Financial Information Neither Morangie Management, nor its management, have any adverse financial situations that would reasonably impair the ability of Morangie Management to meet all obligations to its Clients. Neither Morangie Management, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. Morangie Management is not required to deliver a balance sheet along with this Disclosure Brochure as the Adviser does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 15  Privacy Policy Effective: August 23, 2024 Our Commitment to You Morangie Management LLC (“Morangie Management” or the “Adviser”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Adviser, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Morangie Management (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Morangie Management does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisers (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 16  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. No Not Shared Yes Yes No Not Shared Marketing Purposes Morangie Management does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where Morangie Management or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. Information About Former Clients Morangie Management does not disclose and does not intend to disclose, non-public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at 908-285-6686. Morangie Management LLC 956 Beachland Blvd., Suite 11, Vero Beach, FL 32963 Phone: 908-285-6686 | Website: https://morangiemanagement.com/ Page 17