MRA ADVISORY GROUP

MRA Advisory Group 6901 Professional Pky E, Suite 200 Sarasota, FL 34240 Mailing Address: 14 Walsh Drive, Suite 302 Parsippany, NJ 07054-1060 www.mraadvisory.com Firm Disclosure Brochure January 12, 2026 This wrap fee program brochure provides information about the qualifications and business practices of the MRA Advisory Group. If you have any questions about the contents of this brochure, please contact us at 973.917.3905 and/or support@mraadv.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about MRA Advisory Group also is available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 Material Changes Since our previous filing on September 15, 2025, we have made the following material changes to this brochure: December 2025 1. We have updated our main office address to 6901 Professional Pky E, Suite 200, Sarasota, FL 2. 34240. Our mailing address is 14 Walsh Drive, Suite 302 Parsippany, NJ 07054-1060 Item 10 has been updated to disclose a new outside business activity for one of our management persons. September 2025 1. Added Financial Planning Subscription Service: $69/month. An advisor-assisted financial planning service via mobile app. April 2025 1. Added language for Biblically Responsible Investing (BRI) portfolios in Item 4. 2. Added fees associated with Biblically Responsible Investing (BRI) portfolios in Item 5. 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 Business 4 Item 5 Fees and Compensation 9 Item 6 Performance-Based Fees and Side-By-Side Management 11 Item 7 Types of Clients 12 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 12 Item 9 Disciplinary Information 15 Item 10 Other Financial Industry Activities and Affiliations 16 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 17 Item 12 Brokerage Practices 17 Item 13 Review of Accounts 22 Item 14 Client Referrals and Other Compensation 22 Item 15 Custody 24 Item 16 Investment Discretion 24 Item 17 Voting Client Securities 25 Item 18 Financial Information 25 3  Item 4 Advisory Business MRA ADVISORY GROUP MRA Advisory Group (“MRA”) was organized in 2017 as a Delaware limited liability company to provide wealth management and financial planning services to clients. MRA and its affiliates specialize in Comprehensive Financial Planning, fee-based Wealth Management, Risk-based investing, Tax Planning, Tax Preparation, Retirement Planning, Retirement Income Strategies, Estate Planning Preparation, Business Services, as well as Insurance Planning and Implementation: life, health, disability, long-term care, and property and casualty insurance. These services provided are based on the unique needs of each client. As of December 31, 2024, MRA had the following Regulatory Assets Under Management: • • • $293,619,805 in Discretionary Regulatory Assets Under Management; $ 0 in Non-Discretionary Regulatory Assets Under Management; and $293,619,805 in Total Regulatory Assets Under Management. MRA offers the following service options to clients: 1. Financial Planning Services Financial Planning (Core Service) subscription service at a minimum fee of $69/month Financial Planning (Plus Service) subscription service at a minimum fee of $92/month Ongoing Services: Subscription includes: -All features in Core Service, and: • Estate planning guidance • Tax strategy and planning • Number of meetings/check-ins per year: typically, FOUR (based on your situation). • Dedicated Wealth Advisor • Goal planning and tracking, including personalized strategies to help you achieve financial goals via Financial Planning portal. • Budgeting support • Asset allocation and portfolio construction advice across your investment portfolio holdings • Access to MRA’s Investment Committee Market Intelligence • Access to financial education articles • and/or videos Insurance planning, including life, disability, and long-term care coverage guidance • Regular meetings/check-ins: typically, TWO per year 4  2. MRA Wealth Management: Advisory fee range from 0.40% to 2.00% As described in Item 8 and in the MRA Wrap Fee Brochure, MRA offers a discretionary asset management program, the MRA Wealth Management Program, that combines management and transaction expenses into a single fee. The MRA Wealth Management Program provides personalized, professional investment management tailored to each client's needs. With a $50,000 minimum to open an account, clients can invest through WealthBuilder Investing, which offers a set of risk-based investment portfolios designed to align with our clients’ risk tolerance and long-term investment objectives. For clients with investable assets of $500,000 or more, MRA will offer additional portfolio customization, including individual stocks, bonds, alternatives, and/or private equity. MRA does not charge trading commissions for investment accounts. The firm charges an annual advisory fee ranging from 0.40% to 2.00%, based on the selected service model, portfolio complexity, and assets under management. 2.1 RetirementBuilder: ● Personalized investment advisory service for certain held-away accounts such as 401ks, 403bs, IRAs, and annuities. ● Clients give MRA discretionary investment management authority over these accounts. MRA utilizes the services of Pontera - Held Away Order Management System services - to manage and trade these investments on the client’s behalf. These platforms are available to clients at no additional cost. The advisor does not have direct access to the client's login credentials; these are provided directly to Pontera by the client. Clients are given a link to connect their accounts to the platform, enabling Advisor to access account-related data and offer investment advisory services. The use of Pontera is governed by its end-user terms and privacy policy, which clients can review during the signup process. ● MRA will make asset allocation and investment decisions subject to the options established by the client’s plan provider. ● The fee for RetirementBuilder ranges from 0.40% to 2.00% based on assets under management. Fee Payment Options are available. See Section 5 below. 2.2 WealthBuilder Biblically Responsible Investing (BRI) Portfolios MRA strives to implement a Biblically Responsible Investing overlay into investment strategies whenever feasible. Biblically Responsible Investing works to integrate Scriptural guidelines with an investment portfolio. This method identifies companies to invest in that make a positive impact on society and screens out those that do not. If a company traded on a public exchange is publicly known to violate Biblical principles, Biblically Responsible Investing strives to avoid investing directly in those companies through ETFs or stocks. MRA may use third-party sources and internal processes to screen investments. For All Clients Clients in the MRA Wealth Management Program may authorize MRA to automatically rebalance their investments quarterly or as needed. If the client’s asset allocation deviates by 10% or more from the desired model, MRA will make appropriate adjustments by buying and selling portfolio securities. MRA will also periodically revise the model portfolios and make corresponding adjustments to client portfolios. 5  3. MRA Insurance Solutions (clients pay agency commissions for insurance solutions) MRA works with its clients to help protect them in the areas of insurance using a comprehensive due diligence process to address one of the foundations of a solid financial plan. The process includes: a. Determining a client’s insurance needs based on the client’s personal financial situation. b. Evaluating multiple insurance types and providers. c. Facilitating the underwriting process, which determines clients’ insurance eligibility. d. Helping clients choose a plan based on their needs. 4. Tax Preparation Services: (from $600/annually) Tax preparation and planning services are offered by a Certified Public Accountant employed by our affiliate, MRA Tax Services LLC. 5. Financial Marketplace by MRA Advisory: a) The Financial Marketplace by MRA Advisor is a free subscription-based website that provides financial wellness content for consumers. The content and administration of these services is provided by The Enrich Platform, which is a Software-as-a-Service (SaaS) Platform. The content provided by Financial Marketplace by MRA Advisory includes: o Financial Videos o Financial Infographics o Financial Articles o Financial Calculators o Sample Financial Courses: ▪ Creating a Financial Plan for your Priorities and Goals ▪ Spending Smart & Creating a Budgeting ▪ Banking and Managing Accounts ▪ Using Credit Cards Responsibly ▪ Understanding Your Credit Report ▪ Protecting Yourself from Identity Theft and Scams ▪ Decoding Your Paycheck ▪ Investing to Build Wealth ▪ Planning for Retirement ▪ Buying a Home and Understanding Mortgages ▪ Buying or Leasing a Car ▪ Understanding Health Insurance ▪ Assessing Your Insurance Needs ▪ Borrowing Smart and Preparing for Higher Education ▪ Staying on Track with Student Loans While in School ▪ Repaying Your Student Loans Privacy notice about Financial Marketplace by MRA Advisory. Subscribes of Financial Marketplace by MRA Advisory agree to be contacted by products and services offered by MRA and its affiliates. MRA will never sell data gathered from this service to unaffiliated third parties. To participate in Financial 6  Marketplace by MRA Advisory, users must adhere to the privacy policies outlined by the Enrich platform (available at https://edemo3.enrich.org/Privacy) 6. Sub-advisory Service MRA Advisory may also act as a subadviser to advisers unaffiliated with MRA Advisory. These third-party advisers would outsource portfolio management services to MRA Advisory. This relationship will be memorialized in each contract between MRA Advisory and the third-party advisor. 7. MRA High Yield Savings MRA offers federally insured cash accounts to clients through a third-party service called KEEP. Specifically, the firm will offer access to a liquid insured deposit account. Accounts will be federally Insured up to $100 million per Tax ID. MRA High Yield Savings is StoneCastle, LLC (“StoneCastle”) is the program administrator of KEEP. StoneCastle, along with its affiliates, has more than 15 years of cash experience with some of the world’s most recognizable brands, including Fortune 500 companies, college and universities, endowments and foundations, family offices and public funds. KEEP is the brand name for StoneCastle’s Federally Insured Cash Account (FICA), offered to depositors through advisor relationships. In certain documents, like the program’s Terms & Conditions, the FICA name will continue to be referenced intentionally for legal and programmatic clarity. StoneCastle Network, LLC is the program administrator for KEEP, which is designed to satisfy the requirements of the Federal Deposit Insurance Corporation (“FDIC”) and the National Credit Union Administration (“NCUA”) for pass-through deposit insurance coverage. Subject to certain regulatory requirements, pass-through deposit insurance is available for funds deposited with KEEP participating banks, savings institutions, or credit unions insured by the FDIC or the National Credit Union Share Insurance Fund (“NCUSIF”) for up to the standard maximum deposit insurance amount (referred to as “SMDIA”), which is currently $250,000 per eligible depositor, per institution, for each ownership capacity or category. If you have funds placed in a separate depository account at a bank, savings institution, or credit union that also participates in KEEP, such funds may be subject to certain regulatory aggregation rules. Please visit Depository Institutions for a list of all insured depository institutions that are part of the deposit network of StoneCastle. StoneCastle is not a bank, savings institution, or credit union, and KEEP is not an FDIC-insured or NCUSIF- insured product. FDIC and NCUSIF insurance coverage do not protect a depositor against the failure of StoneCastle or its affiliates and subsidiaries. The FDIC and NCUA are independent agencies of the U.S. government that protect the funds depositors place in FDIC- and NCUSIF-insured depository institutions. The full faith and credit of the U.S. government backs FDIC and NCUSIF deposit insurance. Funds may be submitted for deposit with KEEP only after a depositor enters into a written KEEP program agreement with StoneCastle. The KEEP program agreement contains important information and terms and conditions regarding depositing funds and the program services provided by StoneCastle, which are solely provided to customers subject to the terms and conditions of the KEEP program agreement. StoneCastle provides no representations or warranties, express or implied, except as expressly set forth in the KEEP program agreement. The minimum initial deposit is subject to change. After initial deposit 7  requirements have been met, deposit balances, as the result of withdrawals/transfers, may go below the required minimum initial deposit. Estate Planning – Document(s) Preparation Services (Starting at $475) 8. Estate Planning is an essential component of clients’ overall financial plan. It allows clients to gain more control over aspects of their life both during their lifetime and after their death. MRA has a partnership with ESTATE GURU, LLC (“EG”), a third-party estate planning preparation service, to help clients prepare estate planning documents. There are five major decisions that go into each estate plan. Those decisions are described below, along with examples and a description of people in your life that may be up to the task. 1) Beneficiaries—This is WHO will get your assets when you pass away. Generally, if clients have children, we see to it that their children receive equal shares of the assets. However, there are also opportunities to leave things to charity (via a specific dollar amount after death) or to other loved ones. 2) Method of Distribution – This is HOW clients’ beneficiaries will get everything when they pass away. Depending on your beneficiaries’ age and financial capabilities, clients may wish to delay distributions to a beneficiary. For example, for young beneficiaries, we often see clients give it in stages (1/3 at 25, 1/3 at 30, and 1/3 at 35). Please remember that those young beneficiaries will have immediate access to health care, education, and support funds. If clients have a beneficiary with special health needs, they can leave assets for them through a special needs trust. 3) Successor Trustee/Executor/Financial Power of Attorney – This is the person (or people) who will make financial decisions for clients in the event they cannot. The type of person who makes a good trustee is financially responsible, would handle finances like clients, and is generally a good decision- maker. If clients don’t have a family member or friend who fits the bill, they can consider a professional trustee. Generally, 2-3 successors are named (in order of preference). 4) Health Care Power of Attorney – This person (or people) who will make health care decisions for clients if you cannot. The type of person clients name here would need to be able to make decisions during a difficult, emotional time. Clients will have the ability to state their end-of-life and organ donation wishes in this document as well. Generally, 2-3 successors are named (in order of preference). 5) Guardian (if necessary) – This is the person (or people) who will have legal custody of any minor children should clients pass away. The guardian will work with the trustee to access funds for any minor children. We often see clients’ parents, siblings, or dear friends named here. We also see other children clients have that are over the age of 18 named here. Generally, 2-3 successors are named (in order of preference). 8  Item 5 Fees and Compensation Financial Planning Services 1) Subscription Service that includes financial planning with a minimum fee of $69/month for the Core Service and $92/month for the Plus Service. Fees are paid monthly in advance, meaning that the Firm invoices Clients on the day a Client signs up and monthly thereafter. Payment in full is expected upon invoice presentation. In the event of termination, MRA will not refund any prepaid portion of the fee for the month in which the Client’s subscription is terminated. MRA Wealth Management Program 2) The fee payment arrangements for the MRA Wealth Management Program is generally negotiated but may range up to 2.00%. The fee is based on the level of assets under management calculated monthly, according to the following schedule: MRA Fee Schedule (based on assets under management per client household) $0 - $249K 2.00% $250K - $499K $500K - $999K $1 Mil - $1,999,999 $2.0 Mil - $2,999,999 $3.0 Mil - $3,999,999 $4.0 Mil - $4,999,999 $5.0 Mil - $5,999,999 $6.0 Mil - $6,999,999 $7.0 Mil - $7,999,999 $8.0 Mil + 1.50% 1.35% 1.10% 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% 0.40% All fees are negotiable. An initial fee will be charged for new accounts that are not open for a full month. The initial billing period begins when the client signs the MRA fee agreement, and MRA accepts the fee agreement. The initial billing period is adjusted for the number of days remaining in the initial month. It will run from the date the custodian receives the assets through the last business day of the initial month. Clients in the RetirementBuilder Program may elect one of the following options to pay the RetirementBuilder Program fee: 1. Custodial Account: The RetirementBuilder fee is (i) calculated monthly based on the value of assets under management as of the last day of the month, (ii) paid in arrears and (iii) debited 9  directly from another one of the client’s accounts managed by MRA. Accordingly, this option is only available for clients with investment accounts held by one of MRA’s recommended custodians. 2. ACH/Debit Card/Credit Card Payment: The RetirementBuilder fee is calculated on an annual basis, initially based on the value of assets under management at the time of service engagement and adjusted on January 1st every year based on the account value as of December 31st of the prior year. The annual fee is divided into equal monthly installments and is collected, at the client’s discretion, by either ACH, Credit Card or Debit Card. MRA utilizes the services of Stripe to collect fees for RetirementBuilder. Although all client’s fees are based on a percentage of the value of assets under management, clients who select the ACH/Debit Card/Credit Card Payment option may pay more or less than other clients for MRA’s management fee because their fee amount is calculated annually rather than monthly. In addition, clients who select the ACH/Debit Card/Credit Card Payment option may also incur fees charged by their bank. If MRA or the client terminates the fee arrangement, a pro-rated fee for the billing period will be calculated for the period beginning on the first date of the billing period through and including the date of termination through the end of the applicable billing and the amount of the pro-rated fee will be deducted from the client’s account. The RetirementBuilder service requires the client to provide account data to us on a regular basis through Pontera. Accordingly, there is a risk that our advice in connection with RetirementBuilder may be impacted to the extent that account data is unavailable or inaccurate. To participate in RetirementBuilder, clients must adhere to the privacy policies outlined by Pontera (available at pontera.com). Tax Preparation Services: 3) MRA’s fee for tax preparation fees starts at $600/annually. The fee is based on the complexity of the client’s tax situation and the number of tax forms to file. These services are provided by a CPA employed by MRA, and the CPA, and therefore, MRA will need to have access to all a client’s tax-related information. Clients are not required to use MRA’s tax preparation services, and the services may cost more or less than comparable services offered by an unaffiliated CPA. Services provided by affiliated MRA Tax Services, LLC. Subadviser Services Fees 4) MRA may also act as a subadviser to unaffiliated third-party advisers and MRA would receive a share of the fees collected from the third-party adviser’s client. The fees charged are negotiable and will not exceed any limit imposed by any regulatory agency. This relationship will be memorialized in each contract between MRA and the third-party adviser. Subadviser fees may be withdrawn from client’s accounts or clients may be invoiced for such fees, as disclosed in each contract between MRA and the applicable third- party adviser. MRA High Yield Savings 5) MRA will earn 0.05% of any client deposits in MRA High Yield Cash accounts. These fees are non- negotiable and are in addition to any other fees payable to MRA. 10  Estate Planning Fees 6) Basic planning will start at $475 per person for a basic will, POA and health care directive. Description of services: CLIENT requests a MRA FINANCIAL ADVISOR (“FA”) to provide estate planning services. FA will conduct a client interview to gather data that will be forwarded to ESTATE GURU, LLC (“EG”), a third-party estate planning preparation service. EG will then prepare the estate planning documents strictly using the data gathered by FA. No Legal Advice. CLIENT understands that FA is not a licensed attorney and will be giving no legal advice as part of the engagement. CLIENT understands that EG will be producing an estate plan based on the information provided to EG by FA. CLIENT also understands that EG is not their attorney. Termination. CLIENT may terminate this Agreement at any time and with or without cause by giving FA written notice, which shall be effective immediately, unless stated otherwise in such notice. FA may terminate this Agreement, with CLIENT’S consent or for good cause. Good cause includes, but is not limited to, CLIENT’S breach of this Agreement, refusal to cooperate or to follow FA’s instructions that would render FA’s continuing obligations to be impractical, unethical, or unlawful. Written notice of termination for good cause will be mailed to CLIENT at the address set forth below, at least five (5) business days prior to the desired termination date. Confidentiality. FA agrees to keep all information provided by CLIENT confidential, except as it relates to providing the necessary information to EG to produce the estate planning documents. FA cannot disclose to any other third party without CLIENT’s written consent. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the New Jersey, without giving effect to New Jersey’s choice of law rules. 7) Biblically Responsible Investing Clients who engage MRA for Biblically Responsible Investing will pay 0.45%, annually, for fee-based advice on these portfolios. Item 6 Performance-Based Fees and Side-By-Side Management MRA does not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of a client's assets. Because some of our supervised persons manage both accounts that are not charged a performance- based fee and another firm that charges a performance-based fee, they face a conflict of interest because they have an incentive to favor accounts that are charged a performance-based fee. For example, MRA may have an incentive to direct the best investment ideas to an account that pays a performance-based fee or to allocate or sequence trades in favor of the performance fee account. To manage this potential conflict, all accounts are managed in line with the account’s objective and strategy, and portfolios are monitored by our compliance department for consistency with client objectives and restrictions. In addition, we have trade allocation policies and procedures designed to ensure that all clients are treated fairly and equally and to prevent this conflict from influencing the allocation of investment opportunities among clients. 11  Item 7 Types of Clients MRA MANAGEMENT PROGRAM MRA provides services primarily to individuals and businesses. To open an investment account, a $50,000 minimum per household is required, but this minimum is negotiable at the firm’s discretion. For Clients who engage MRA for Biblically Responsible Investing a minimum account size of $5,000 is required. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategy Separate Accounts MRA currently maintains multiple model portfolios that are used as the basis for implementing a client’s investment plan. The models range from income, conservative, moderate, moderately aggressive and aggressive. Each portfolio has varying degrees of asset categories and is reviewed with the client prior to implementation and periodically thereafter. MRA’s Investment Committee meets quarterly to review investment policy and strategy. During the investment committee meeting, there is a review of each investment model that may result in tactical adjustments to each model determined by market and economic conditions. The committee also reviews its core recommendation list of investments, analyzing each individual asset class that supports MRA’s investment models. MRA employs the following analytical criteria to select the funds and securities in its recommended portfolios: i. ii. iii. iv. v. vi. Past risk-adjusted performance and expense ratios relative to other investments within the same asset class having similar investment objectives. Consistency of performance and rankings over time. The historical volatility and downside risk of each proposed investment. Consistency of investment style and tenure of the portfolio manager. How each investment complements the others in the portfolio. Economic conditions and comparisons to other investment opportunities. Each quarter, or as needed, MRA reevaluates portfolios using fundamental and tactical analysis, and rebalances or reallocates them as necessary. For portfolio risk assessment, the company utilizes Orion Risk Intelligence, a software service that provides risk management analytics for investing. Based on the risk metrics of each portfolio, the software assigns a Risk Number and projects the potential investment outcomes on the upside and downside for investment portfolios. Clients receive a report containing their Risk Number and its methodology. Projections on potential investment outcomes are no guarantees of outcomes and may be only used a reference in the investment decision making process. Risks of Loss Past performance is not indicative of future results. Therefore, current and prospective clients should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, bonds, and pooled investment vehicles) involves risk 12  of loss. Further, depending on the different types of investments there may be varying degrees of risk. Clients and prospective clients should be prepared to bear investment loss including loss of original principal. Separate Accounts We do not represent to any client, either directly or indirectly, any level of performance or any representation that our professional services will not result in a loss to the Client’s invested assets. We do our very best as an investment adviser to manage risk exposures and to prevent losses; however, losses cannot be prevented in all cases. Below are certain additional risks associated when investing in securities through our investment management program. ● Market Risk – Any market, whether stocks, bonds, or other asset classes goes up and down because of overall market conditions. When markets go down, this can result in a decrease in the value of client investments. This is also referred to as systemic risk. ● Equity (stock) market risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. ● Fixed Income Risk – When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. ● Interest Rate Risk - The value of fixed income investments tends to decline as interest rates rise. As a result, investors who own fixed income investments through pooled vehicles such as ETFs or mutual funds, and investors who seek to sell fixed income investments prior to maturity, may incur losses. ● ETF and Mutual Fund Risk–When our firm invests in an ETF or mutual fund, it will bear additional expenses based on its pro rata share of the ETFs or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund, including equities, fixed income, commodities, and derivatives on such securities. In addition, EFTs and closed-end mutual funds may trade at a premium or discount to the net asset value of their underlying portfolio securities. As a result, there is a risk that an investment in an ETF or a closed- end mutual fund may result in the client paying more for, or selling for less, the portfolio securities than a direct investment in the underlying securities. This risk, however, is offset by the additional costs of investing directly in the underlying securities. ● Blockchain ETFs - We will use model portfolios designed to provide investors with indirect exposure to the cryptocurrency space using publicly traded companies and ETFs. The goal of the model portfolio is to benefit from the asset class without the need to purchase the actual cryptocurrency itself directly. Narrowly focused investments typically exhibit higher volatility. A model portfolio concentrated in a single industry, such as companies actively engaged in blockchain technology, may never develop or be able to transact processes that lead to returns 13  for any company in which the model invests. Such investments may be subject to the following risks: Lack of liquid markets, possible manipulation of blockchain-based assets, lack of regulation, third-party product defects or vulnerabilities, reliance on the internet, and line of business risk. ● Master Limited Partnerships (“MLPs”) - MLPs are collective investment vehicles, the partnership interests in which are publicly traded on national securities exchanges. MLPs invest primarily in companies within the energy sector that engage in qualifying lines of business, such as natural resource production and mineral refinement. MLPs are, therefore, subject to the underlying volatility of the energy industry and may be adversely affected by changes to supply and demand, regional instability, currency spreads, inflation and interest rate fluctuations, and environmental risks, among other such factors. In addition, MLPs operate as pass-through tax entities, meaning that investors are liable for their pro rata share of the partnership taxes, regardless of the types of accounts where the interests are held. ● Real Estate Investment Trusts (“REITs”) - REITs are collective investment vehicles, the interests which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage-related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage-related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity, and counterparty risk. ● Liquidity Risk – High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client from selling their securities at all or at an advantageous time or price because MRA and the Client’s broker may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Some securities (including ETFs) that hold or trade financial instruments may be adversely affected by liquidity issues as they manage their portfolios. ● Concentration Risk—Portfolios managed by MRA may occasionally be concentrated in a single security, geographic region, or asset class. The value of Client accounts will vary considerably in response to changes in the market value of that individual security, region, or asset class, which may result in higher volatility. ● Foreign Investing and Emerging Markets Risk – Foreign investing involves risks not typically associated with U.S. investments, and the risks may be exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values and adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. 14  ● Inflation, Currency, and Interest Rate Risks – Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed-income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by MRA may be affected by the risk that currency devaluations affect Client purchasing power. ● Legislative and Tax Risk – Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations (particularly for ETF securities dealing in natural resources). In certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. ● Counterparty Risk – Counterparty risk is the risk to MRA that the counterparty to a services contract will not fulfill its contractual obligations. Should the counterparty fail to fulfill its obligations to MRA, clients could potentially incur significant losses and may have access to their accounts and investments limited or restricted. ● Advisory Risk – There is no guarantee that MRA’s judgment or investment decisions about securities or asset classes will necessarily produce the intended results. MRA’s judgment may prove to be incorrect, and a Client might not achieve her investment objectives. In addition, it is possible that we fail to manage our business such that MRA remains an ongoing concern, which would be disruptive to our Clients as they would need to find a new investment advisor. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in any or all the strategies managed by MRA. Prospective Clients should read this entire Form ADV and all accompanying materials provided by MRA before deciding whether to invest with us. In addition, as our investment philosophy develops and changes over time, an investment with MRA may be subject to additional and different risk factors. MRA will promptly amend this Brochure if and when any information regarding its investment risks becomes materially inaccurate. Item 9 Disciplinary Information MRA is required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. MRA has entered into a settlement with the SEC regarding alleged violations of Section 206(4) of the Advisers Act and rule 206(4)-1(d) thereunder. The SEC alleged that MRA advertised hypothetical performance on its public website without adopting and implementing policies and procedures reasonably designed to ensure that the hypothetical performance was relevant to the intended audience’s likely financial situation and investment objectives. MRA had relied on compliance consultants to maintain compliance programs and procedures. As part of the settlement with the SEC, MRA agreed to pay a civil money penalty. MRA neither admitted nor denied the allegations. 15  Item 10 Other Financial Industry Activities and Affiliations Insurance Services MRA’s Investment Adviser Representatives are affiliated with Highland Capital Brokerage, Inc. (“Highland”), Madison Brokerage, Ethos Life, and Breeze, which are insurance agencies that offer insurance products, including term life, whole life, universal life, disability insurance, and long-term care insurance, as well as fixed annuities. In addition, MRA is affiliated with Phoenix Insurance, which offers commercial insurance products, including general liability, errors and omissions, and workers’ compensation. In such capacity, MRA may offer for sale, insurance-related products to investment advisory and non-investment advisory clients of MRA. These insurance products are sold on a commission basis. The recommendation by MRA or MRA’s representatives that a client buy an insurance product does present a conflict of interest, as the receipt of commissions on the sale of insurance products may provide an incentive to recommend insurance products based on commissions to be received rather than on a particular client’s need. As a result, MRA has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of its clients. In addition, no client is under any obligation to purchase any commission products from MRA or MRA’s representatives. Clients are reminded that they may purchase insurance products recommended by MRA through other non-affiliated insurance agents. Tax and CPA Services As set forth in Item 4 above, MRA offers CPA and tax preparation services through its affiliate, MRA Tax Services, LLC. Individuals provide these services MRA also employs; therefore, MRA will have access to all of a client’s tax-related information. Clients are not required to use MRA’s tax preparation services, and the services may cost more or less than comparable services offered by unaffiliated firms. MRA’s owners receive an economic benefit by referring clients to the services provided by MRA Tax Services, LLC. MRA Capital Partners MRA may refer clients, where suitable, to invest in MRA Capital Partners, LP, which is a Hybrid Private Equity Fund with a focus on delivering investment returns and income from strategic real estate investments and asset-based lending. Individuals employed by MRA manage the Fund’s investments; therefore, MRA will have access to all a client’s information. Clients are not required to invest in MRA Capital Partners, LP, and investing in the Fund may cost more or less than comparable funds offered by unaffiliated firms. As a result, there is a material conflict of interest because MRA’s owners receive an economic benefit by referring clients to invest in MRA Capital Partners, LP. MRA addresses this conflict by disclosing it in writing to prospective MRA Capital Partners, LP. Investors. MRA Transitions Marco Lima is an owner of MRA Transitions, LLC, a company that focuses on the brokerage of businesses on behalf of clients. In this capacity, Mr. Lima may receive compensation from the sale of businesses on behalf of these clients. Clients are not required to engage with MRA Transitions in order to receive the services of MRA Advisory Group. 16  Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MRA and persons associated with MRA (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with MRA’s policies and procedures. MRA has adopted a code of ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics"). MRA’s Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by MRA or any of its associated persons. The Code of Ethics also requires that certain MRA personnel (called “Access Persons") report their personal securities holdings and transactions and obtain pre-approval of certain investments, such as initial public offerings and limited offerings. When MRA is engaging in or considering a transaction in any security on behalf of a client, no Access Person may affect for themselves or their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) a transaction in that security unless: the transaction has been completed; the transaction for the Access Person is completed as part of a batch trade with clients; or • • • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high-quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. This Code of Ethics recognizes that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, exceptions may be made to the policies stated above under certain limited circumstances. Clients and prospective clients may contact MRA to request a copy of its Code of Ethics. As discussed above in Item 10, MRA may refer clients, where suitable, to invest in MRA Capital Partners, LP, a Hybrid Private Equity Fund focused on delivering investment returns and income from strategic real estate investments and asset-based lending. The Fund’s investments are managed by individuals who MRA also employs, and therefore, MRA will have access to all a client’s information. Clients are not required to invest in MRA Capital Partners, LP, and investing in the Fund may cost more or less than comparable funds offered by unaffiliated firms. As a result, there is a material conflict of interest because MRA’s owners receive an economic benefit by referring clients to invest in MRA Capital Partners, LP. MRA addresses this conflict by disclosing it in writing to prospective MRA Capital Partners, LP. Investors. Item 12 Brokerage Practices MRA periodically and systematically reviews its recommendations of Financial Institutions used as brokers and custodians, considering its duty to obtain the best execution. The factors that MRA considers include 17  the respective financial strength, reputation, execution, pricing, research, and overall service provided by Raymond James Financial Services (RJFS), Charles Schwab & Co., Inc.(“CS&Co”) or Altruist. The commissions paid by MRA’s clients (including those commissions paid for by MRA in wrap fee accounts) comply with MRA’s duty to obtain “best execution.” Commissions paid may be higher than another qualified Financial Institution might charge to affect the same transaction where MRA determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, if any, execution capability, commission rates, and responsiveness. MRA seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. The separate account client may direct MRA in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution, and MRA will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by MRA (as described below). As a result, the client may pay higher commissions or other transaction costs or greater spreads or receive less favorable net prices on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MRA may decline a client’s request to direct brokerage if, in MRA’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties Transactions for each client generally will be affected independently unless MRA decides to purchase or sell the same securities for several clients at approximately the same time. MRA may (but is not obligated to) combine or “batch” such orders to obtain the best execution, to negotiate more favorable commission rates, or to allocate equitably among MRA’s client’s differences in prices and commissions or other transaction costs that might have been obtained had such orders have been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among MRA’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that MRA determines to aggregate client orders for the purchase or sale of securities, including securities in which MRA’s Supervised Persons may invest, MRA generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. MRA does not receive any additional compensation or remuneration because of the aggregation. In the event that MRA determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, MRA may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or 18  (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. MRA generally recommends that separate account clients utilize the custody, brokerage, and clearing services of Raymond James Financial Services (“RJFSFS”), Charles Schwab & Co., Inc. (“CS&Co”) or Altruist. RJFS provides us with access to its institutional brokerage services – trading, custody, reporting, and related services – many of which are not typically available to RJFS’s retail customers. RJFS also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. RJFS’s support services described below are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. The availability of RJFS’s products and services is not based on us giving particular investment advice, such as buying securities for our clients. Here is a more detailed description of RJFS’s support services: RJFS’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab Advisor Services include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. RJFS’s services described in this paragraph generally benefit the client and the client’s account. RJFS also makes other products and services available to us but may not directly benefit the client or its account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at RJFS. In addition to investment research, RJFS also makes available software and other technology that: ● provide access to client account data (such as duplicate trade confirmations and account statements); technology, compliance, legal, and business consulting; ● facilitate trade execution and allocate aggregated trade orders for multiple client accounts; ● provide pricing and other market data; ● facilitate payment of our fees from our clients’ accounts; and ● assist with back-office functions, recordkeeping and client reporting. RJFS also offers other services intended to help us manage and further develop our business enterprise. These services include: o educational conferences and events o o publications and conferences on practice management and business succession; and o access to employee benefits providers, human capital consultants and insurance providers. RJFS may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. RJFS may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. RJFS may also provide us with other benefits, such as occasional business entertainment for our personnel. The availability of services from RJFS benefits us because we do not have to produce or purchase them. We don’t have to pay for these services, and they are not contingent upon us committing any specific amount of business to RJFS in trading commissions or assets in custody. MRA also offers custody, brokerage, and clearing services of Charles Schwab & Co., Inc. Advisor Services (Schwab), where its execution services are deemed to be better, particularly for certain clients who are 19  International Clients (neither US Citizens nor US residents). Schwab offers these clients a cost effective digital online account opening capability, a mobile app, and ease of doing business that may is not available from other custodians. MRA receives no monetary incentives for conducting business with Schwab. However, MRA benefits from the following services provided by Schwab: Schwab’s trading platform, investment research, digital account opening, and servicing. Through Charles Schwab, MRA offers an automated investment program (the “Program”) through which clients are invested in a range of investment strategies we have constructed and manage, each consisting of a portfolio of exchange-traded funds and mutual funds (“Funds”) and a cash allocation. The client may instruct us to exclude up to three Funds from their portfolio. The client’s portfolio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“CS&Co”). MRA uses the Institutional Intelligent Portfolios® platform (“Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of CS&Co., to operate the Program. We are independent of and not owned by, affiliated with, or sponsored or supervised by SPT, CS&Co., or their affiliates (together, “Schwab”). MRA, and not Schwab, are the client’s investment advisor and primary point of contact with respect to the Program. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for the Program. The Platform enables us to make the Program available to clients online and includes a system that automates certain key parts of our investment process (the “System”). The System includes an online questionnaire that can help us determine the client’s investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that, if we use the online questionnaire, we will recommend a portfolio via the System in response to the client’s answers to the online questionnaire. Or, based on information the client provides to us, we will recommend a portfolio via the System. The client may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but we then make the final decision and select a portfolio based on all the information we have about the client. The System also includes an automated investment engine through which we manage the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). MRA charges clients a fee for our services as described below under Item 5 Fees and Compensation. Our fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to CS&Co. as part of the Program. Schwab does receive other revenues, including (i) the profit earned by Charles Schwab Bank, SSB, a Schwab affiliate, on the allocation to the Schwab Intelligent Portfolios Sweep Program described in the Schwab Intelligent Portfolios Sweep Program Disclosure Statement; (ii) investment advisory and/or administrative service fees (or unitary fees) received by Charles Schwab Investment Management, Inc., a Schwab affiliate, from Schwab ETFs™ Schwab Funds® and Laudus Funds® that we select to buy and hold in the client’s brokerage account; (iii) fees received by Schwab from mutual funds in the Schwab Mutual Fund Marketplace® (including certain Schwab Funds and Laudus Funds) in the client’s brokerage account for services Schwab provides; and (iv) remuneration Schwab receives from the market centers where it routes ETF trade orders for execution. ● Schwab has eliminated commissions for online trades of equities, ETFs and options (subject to $0.65 per contract fee). This means that, in most cases, when we buy and sell these types of securities, we will not have to pay any commissions to Schwab. We encourage you to review Schwab’s pricing to compare the total costs of entering a wrap fee arrangement versus a non-wrap fee arrangement. If you choose to enter a wrap fee arrangement, your total cost to invest could exceed the cost of paying for brokerage and advisory services separately. To see what you would pay for 20  transactions in a non-wrap account please refer to Schwab’s most recent pricing schedules available at schwab.com/aspricingguide. ● MRA may recommend/require that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of the Advisor’s clients, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. MRA is independently owned and operated and not affiliated with Schwab. Schwab provides MRA with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. ● For MRA client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. ● Schwab also makes available to MRA other products and services that benefit MRA but may not benefit its clients’ accounts. These benefits may include national, regional or MRA specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of MRA by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist MRA in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of MRA’s fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of MRA’s accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to MRA other services intended to help MRA manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of 21  services rendered to MRA by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to MRA. While, as a fiduciary, MRA endeavors to act in its clients’ best interests, MRA’s recommendation/requirement that clients maintain their assets in accounts at Schwab may be based in part on the benefit to MRA of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Altruist Service: Altruist is a technology platform that assists MRA in servicing clients enrolled in the MRA Wealth Management service. It includes a front-end experience with a portal where clients can log in on any device, including a mobile app, to view performance reporting, billing, and portfolio reviews. Altruist also includes back-end trading and account monitoring. For the benefit of no commissions or transaction fees, fully digital account opening, a large variety of security options, and complete integration with software tools, MRA Advisory recommends Altruist Financial LLC, and FINRA/SIPC member, as the clients' custodian. MRA Advisory does not receive any research or other soft-dollar benefit by nature from its relationship with Altruist Financial LLC, nor does MRA Advisory receive any referrals in exchange for using Altruist Financial LLC as a broker-dealer. Item 13 Review of Accounts Account Reviews MRA monitors its clients’ investment management portfolios as part of an ongoing process, while regular account reviews are conducted on at least a quarterly basis. Where MRA provides advisory and/or consulting services, reviews are conducted “as needed”. The Advisors of MRA conduct such reviews. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with the firm and keep MRA informed of any changes. The firm contacts ongoing investment advisory separate account clients at least annually to review its previous services and recommendations and discuss the impact of any changes in the client’s financial situation and/or investment objectives. Account Statements and General Reports Separate Account Clients. Clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for their accounts. Clients may also receive reports from MRA that include relevant account and/or market-related information, such as an inventory of account holdings and account performance monthly or as otherwise agreed upon with the client. Clients should compare the account statements they receive from their custodian with any supplemental reports they receive from MRA and/or the Independent Managers. Item 14 Client Referrals and Other Compensation MRA is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. In addition, MRA is required to disclose any direct or indirect compensation that it provides for client referrals. 22  MRA may enter into an agreement with certain individuals (Referring Parties) to refer prospective clients to the firm. If a referred client enters into an investment advisory agreement with MRA, a cash referral fee calculated as a percentage of the fees generated may be paid to the Referring Party. The referral agreement will not result in any charges to clients in addition to the normal level of advisory fees charged. When a client is referred, the Referring Party provides the client with a copy of MRA’s Disclosure Brochure as required by the Investment Advisers Act of 1940. The client will also complete a Disclosure Statement document. The referral agreement between MRA and each Referring Party is in compliance with U.S. state and federal securities rules, including SEC Rule 206(4)-1, regarding paid solicitor arrangements. MRA may occasionally refer clients to community members, such as lawyers and accountants, who have made or may make referrals to the firm. Consequently, there is the potential for a conflict of interest where MRA makes such referrals. MRA receives an economic benefit from RJFS and Schwab in the form of the support products and services it makes available to us. These products and services, how they benefit us, and the related conflicts of interest are described above under Item 12 Brokerage Practices. The availability of products and services from RJFS is not based on us giving particular investment advice, such as buying particular securities for our clients. MRA owners receive an economic benefit by referring clients to use the services its affiliated companies provide: MRA Tax Services, LLC, and MRA Capital Partners, LP. MRA receives referral fees for business services provided by MRA Tax Services. MRA Tax Services offers services tailored to small business owners, including tax preparation, bookkeeping, tax resolution, and part-time CFO. Charles Schwab & Co., Inc. Advisor Services provides MRA with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, typically unavailable to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them, so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services include brokerage services that are related to the execution of securities transactions, custody, and research, including that in the form of advice, analyses, and reports and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For MRA client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to MRA other products and services that benefit MRA but may not benefit its clients’ accounts. These benefits may include national, regional, or MRA-specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of MRA by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, golf tournaments, and other forms of entertainment, some of which may accompany educational 23  opportunities. Other of these products and services assist MRA in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), and provide research, pricing information, and other market data, facilitate payment of MRA’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of MRA’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to MRA other services intended to help MRA manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to MRA by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to MRA. Clients will pay all account closure fees. MRA is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. MRA is partnered with GreenPortfolio (greenportfolio.com) to utilize their Advisor Matching Service. Through this partnership, GreenPortfolio recommends MRA to potential clients through a vetting process to ensure that the client matches with MRA and their investment practices and skills as an investment advisor. MRA does not receive direct economic impact through this partnership; however, GreenPortfolio will be compensated through the standard management fee if a client decides to work with MRA. Clients are not charged any other fees for using this service. Item 15 Custody An outside Financial Institution will act as the qualified custodian for client accounts. The client’s selected Financial Institution will be the custodian for clients’ assets in the MRA Wrap Fee Program. RJFS and Schwab are the custodians of clients’ assets in the MRA ETF Program. As previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure, the outside Financial Institution will debit advisory fees from separate client accounts and remit them to MRA, or the client may arrange to pay them directly. As a result, under government regulations, we are deemed to have custody of a client’s assets if the client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account, and we are deemed to have custody of the Fund’s assets because of our affiliation with the General Partner. Separate account clients receive account statements directly from their custodian at least quarterly. They will be sent to the email or postal mailing address the client provides to their custodian. Clients should carefully review those statements promptly when received. We also urge clients to compare the account statements to the periodic portfolio reports clients receive from us. Item 16 Investment Discretion For discretionary accounts, we have full trading authority under a limited power of attorney assigned to us in the client agreement. As a result, we will determine whether and how much of each investment should be purchased or sold on each client’s behalf. In making investment decisions, we adhere to the 24  investment strategy outlined in each client’s Investment Policy Statement and the Fund’s governing documents. Nondiscretionary accounts are managed for clients who are unwilling or unable to provide us with limited power of attorney. Item 17 Voting Client Securities MRA is required to disclose if it accepts authority to vote on client securities. MRA does not vote for client securities on behalf of its separate account clients. These clients’ proxies are voted either by the Independent Managers or the clients themselves. Item 18 Financial Information MRA is not required to disclose any financial information pursuant to this Item due to the following: Given the COVID-19 coronavirus and historic decline in market values, MRA elected to participate in the CARES Act’s Paycheck Protection Program (“PPP”) to strengthen its balance sheet. MRA used this loan predominantly to continue payroll for the firm and may ultimately seek loan forgiveness per the terms of the PPP. Due to this and other measures taken internally, MRA has been able to operate and continue serving its clients. The firm has not been the subject of a bankruptcy petition at any time during the past ten years. 25 

MRA Advisory Group 14 Walsh Drive, Suite 302 Parsippany, NJ 07054-1060, United States www.mraadvisory.com Firm Disclosure Brochure (Formulário de Divulgaçāo) April 9, 2025 This wrap fee program brochure provides information about the qualifications and business practices of the MRA Advisory Group. If you have any questions about the contents of this brochure, please contact us at +1 973.200.5870 and/or support@mraadv.com. Este informativo sobre o programa de taxa única fornece informações sobre as qualificações e práticas comerciais do MRA Advisory Group. Se você tiver alguma dúvida sobre o conteúdo deste folheto, entre em contato conosco pelo telefone +1 973.200.5870 e/ou support@mraadv.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about MRA Advisory Group also is available on the SEC’s website at www.adviserinfo.sec.gov. As informações contidas neste informativo não foram aprovadas ou verificadas pela “Secutiries and Exchange Commission” dos Estados Unidos (SEC), ou por qualquer autoridade estadual de valores mobiliários. Informações adicionais sobre o MRA Advisory Group também estão disponíveis no site da SEC em www.adviserinfo.sec.gov.  Item 2 Material Changes (Mudanças Significativas) Since our previous filing in February 2025, we have made the following material changes to this brochure: Desde o nosso último registro em fevereiro de 2025, fizemos as seguintes alterações materiais neste brochure: April 2025 1. Added language for Biblically Responsible Investing (BRI) portfolios in Item 4 2. Added fees associated with Biblically Responsible Investing (BRI) portfolios in Item 5. Abril de 2025 1. Adicionamos texto para carteiras de Investimento Responsável com base Bíblica (IRB) no Item 4 2. Adicionamos os fees associadas a carteiras de Investimento Investimento Responsável com base Bíblica (IRB) no Item 5. 2  Item 3 Table of Contents 2 Item 2 Material Changes 3 Item 3 Table of Contents 4 Item 4 Advisory Business 8 Item 5 Fees and Compensation 10 Item 6 Performance-Based Fees and Side-By-Side Management 10 Item 7 Types of Clients 14 Item 9 Disciplinary Information 14 Item 10 Other Financial Industry Activities and Affiliations 15 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 16 Item 12 Brokerage Practices 21 Item 13 Review of Accounts 21 Item 14 Client Referrals and Other Compensation 23 Item 15 Custody 23 Item 16 Investment Discretion 24 Item 17 Voting Client Securities 24 Item 18 Financial Information 3  Item 4 Advisory Business (Serviço de Consultoria) Tax Planning, Planning, Retirement MRA ADVISORY GROUP MRA Advisory Group (“MRA”) was organized in 2017 as a Delaware limited liability company to provide wealth management and financial planning services to clients. MRA and its affiliates specialize in Comprehensive Financial Planning, fee-based Wealth Management, Risk-based Tax Preparation, investing, Income Retirement Strategies, Estate Planning Preparation, Business Services, as well as Insurance Planning and Implementation: life, health, disability, long-term care, and property and casualty insurance. These services provided are based on the unique needs of each client. As of December 31, 2024, MRA had the following Regulatory Assets Under Management: $293,619,805 in Discretionary Regulatory $ 0 in Non-Discretionary Regulatory $293,619,805 in Total Regulatory Assets • Assets Under Management; • Assets Under Management; and • Under Management. MRA Advisory Group A MRA Advisory Group (“MRA”) foi constituída em 2017 como uma empresa de responsabilidade limitada de Delaware para fornecer serviços de gestão de patrimônio e planejamento financeiro a clientes. A MRA e suas afiliadas são especializadas em planejamento financeiro abrangente, gestão de patrimônio baseada em taxas, investimento baseado em risco, planejamento tributário, preparação de impostos, planejamento de aposentadoria, estratégias de renda de aposentadoria, preparação de planejamento patrimonial, serviços empresariais, bem como planejamento e implementação de seguros: vida, saúde, invalidez, cuidados de longo prazo e seguros de propriedades e acidentes. Esses serviços prestados são baseados nas necessidades exclusivas de cada cliente. Em 31 de dezembro de 2024, a MRA tinha os seguintes ativos regulatórios sob gestão: • US$ 293.619.805 em ativos regulatórios discricionários sob gestão; • $ 0 em ativos regulatórios não discricionários sob gestão; e • US$ 293.619.805 em total de ativos regulatórios sob gestão. MRA offers the following service options to clients: 1. MRA Wealth Management A MRA oferece as seguintes opções de serviços aos clientes: 1. Gestão de patrimônio MRA This service includes investment advisory services (MRA Wealth Management). The firm charges an annual investment advisory fee ranging from 0.40% to 2.00% based on service model selection.Subscription includes: Este serviço inclui serviços de consultoria de investimentos (MRA Wealth Management). A empresa cobra uma taxa anual de consultoria de investimento que varia de 0,40% a 2,00% com base na seleção do modelo de serviço.A assinatura inclui: ● Dedicated Financial Advisor ● Asset allocation / • Consultor Financeiro Dedicado • Assessoria em alocação de ativos/construção de portfólio para todos os seus investimentos portfolio construction advice for all of your investments 4  ● de reuniões/check-ins por Investment policy statement and full access Investment to MRA Committee’s portfolio holdings ● Number of meetings/check-ins per year: typically from TWO to FOUR (based on your situation). • Declaração de política de investimento e acesso total às participações do portfólio do MRA Investment Committee • Número ano: normalmente de DOIS a QUATRO (com base na sua situação). a discretionary into a single fee. Program includes inclui uma As described in Item 8, and in the MRA Wrap Fee asset Brochure, MRA offers management program, the MRA Wealth Management Program that combines management and transaction The MRA Wealth expenses personalized Management professional investment management tailored to each of its clients’ needs. With a $5,000 minimum to open an account, clients are able to choose to invest using Investing, which offers a set of WealthBuilder risk-based investment portfolios designed to align with our clients’ risk tolerance and long-term investment objectives. For clients with investable assets of $500,000 or higher, MRA will offer additional portfolio customization that includes individual stocks, bonds, alternatives and/or private equity. individuais, Conforme descrito no Item 8 e no folheto “MRA Wrap Fee”, o MRA oferece um programa discricionário de gestão de ativos, o MRA Wealth Management Program, que combina despesas de gerenciamento e transação em uma única taxa. O Programa MRA gestão de Wealth Management investimentos profissional personalizada e adaptada às necessidades de cada um dos seus clientes. Com um mínimo de US$ 5.000 para abrir uma conta, os clientes podem optar por investir usando o WealthBuilder Investing, que oferece um conjunto de carteiras de investimento baseadas em risco projetadas para se alinharem à tolerância ao risco e aos objetivos de investimento de longo prazo de nossos clientes. Para clientes com ativos investíveis de US$ 500.000 ou mais, a MRA oferecerá personalização adicional de portfólio que títulos, inclui ações alternativas e/ou private equity. In addition to the advisory fee clients pay MRA, clients shall pay for all costs, fees and expenses related to account(s) transactions to buy or sell securities, as well as any other custodial or transfer fees charged by Avenue Securities, LLC. Além da taxa de consultoria que os clientes pagam à MRA, os clientes deverão pagar todos os custos, taxas e despesas relacionadas às transações de conta(s) para comprar ou vender títulos, bem como quaisquer outras taxas de custódia ou transferência cobradas pela Avenue Securities, LLC. Of note, MRA receives as compensation a portion of exchange rate transactions fees paid by the client to Avenue Securities, LLC. These fees relate to exchange rates transfer fees to move to and from your Brazilian Real denominated account to your US dollar denominated account held with Avenue Securities, LLC. É importante observar que a MRA recebe como compensação uma parte das taxas de transações cambiais pagas pelo cliente à Avenue Securities, LLC. Essas taxas referem-se a taxas de câmbio para transferência de e para sua conta denominada em Reais para sua conta denominada em dólares mantida com a Avenue Securities, LLC. The firm charges an annual investment advisory fee ranging from 0.40% to 2.00% based on service model selection, portfolio complexity and assets under management. A empresa cobra uma taxa anual de consultoria de investimento que varia de 0,40% a 2,00% com base na seleção do modelo de serviço, complexidade do portfólio e ativos sob gestão. autorizar o MRA a Clients in the MRA Wealth Management Program may authorize MRA to automatically rebalance their investments on a quarterly basis. For these clients MRA will make appropriate adjustments by buying and selling portfolio securities if the client’s asset allocation deviates by 10% or more from the desired model. MRA Os clientes do Programa de Gestão de Patrimônio MRA podem reequilibrar automaticamente seus investimentos trimestralmente. Para estes clientes, a MRA fará os ajustes apropriados através da compra e venda de títulos da carteira se a 5  will also periodically revise the model portfolios and make corresponding adjustments to client portfolios. alocação de ativos do cliente se desviar em 10% ou mais do modelo desejado. A MRA também revisará periodicamente as carteiras modelo e fará os ajustes correspondentes nas carteiras de clientes. 2.2 WealthBuilder Biblically Responsible Investing (BRI) Portfolios 2.2 Carteiras de Investimento Responsável com base Bíblica (IRB) MRA strives to implement a Biblically Responsible Investing overlay into investment strategies whenever feasible. Biblically Responsible Investing works to integrate Scriptural guidelines with an investment portfolio. This method looks for companies to invest in that are making a positive impact on our society, as well as applying screening processes to avoid those that do not. If a company traded on a public exchange is publicly known to violate Biblical principles, Biblically Responsible Investing strives to stay clear from buying those companies directly through ETFs or stocks. MRA may use third party sources and internal processes to screen investments. A MRA também oferece carteiras de investimento com uma ênfase em princípios bíblicos no investimento. As carteiras de Investimento Responsável com base Bíblica (IRB) trabalha para integrar as diretrizes bíblicas a um portfólio de investimentos. Este método busca investir em empresas que estejam causando um impacto positivo em nossa sociedade, além de aplicar processos de triagem para evitar aquelas que não o fazem. Se uma empresa negociada em bolsa de valores for publicamente conhecida por violar os princípios bíblicos, as carteiras IRB se esforçam para evitar a compra de ações e renda fixa dessas empresas diretamente por meio de ETFs ou ações. A MRA pode utilizar fontes terceirizadas e processos internos para avaliar estes investimentos. Acknowledgement of Fiduciary Status Reconhecimento do Status Fiduciário When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act Internal Revenue Code, as the and/or applicable, which governing laws are retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: Quando lhe prestamos consultoria de investimento em relação à sua conta de plano de aposentadoria ou conta de aposentadoria individual, somos fiduciários na acepção do Título I da Lei de Segurança de Renda de Aposentadoria de Funcionários e/ou do Código da Receita Federal, conforme aplicável, que são leis que regem contas de aposentadoria. . A forma como ganhamos dinheiro cria alguns conflitos com os seus interesses, por isso operamos sob uma regra especial que exige que atuemos no seu melhor interesse e não coloquemos os nossos interesses à frente dos seus. De acordo com as disposições desta regra especial, devemos: • Cumprir um padrão profissional de cuidado ao fazer recomendações de investimento (dar conselhos prudentes); ● Meet a professional standard of care investment making prudent (give when recommendations advice); financial interests yours when making • Nunca coloque os nossos interesses financeiros à frente dos seus ao fazer recomendações (dê conselhos leais); ● Never put our ahead of recommendations (give loyal advice); 6  ● Avoid misleading statements about fees, and interest, • Evite declarações enganosas sobre conflitos de interesses, taxas e investimentos; conflicts of investments; ● Follow policies • Seguir políticas e procedimentos concebidos para garantir que oferecemos aconselhamento que seja do seu melhor interesse; and procedures designed to ensure that we give advice that is in your best interest; ● Charge no more than is reasonable for • Não cobrar mais do que o razoável pelos nossos serviços; e our services; and ● Give you basic information about conflicts of interest. • Fornecer informações básicas sobre conflitos de interesse. Item 5 Fees and Compensation (Taxas e Compensação) 1) MRA Wealth Management Program The fee payment arrangements for the MRA Wealth Management Program is generally negotiated but may range up to 2.00%. The fee is based on the level of assets under management calculated on a monthly basis, according to the following schedule: 1) Programa de gestão de patrimônio MRA As modalidades de pagamento de taxas para o Programa de Gestão de Patrimônio MRA são geralmente negociadas, mas podem variar até 2,00% ao ano. A comissão é baseada no volume de ativos sob gestão calculado mensalmente, de acordo com o quadro a seguir: MRA Advisory Fee Schedule (based on assets under management per client household) Tabela de Custos (com base nos ativos sob gestão por cliente em USD$) $0 - $499 Mil $500K - $999 Mil $1 Milhão - $1,999,999 $2.0 Milhões - $2,999,999 $3.0 Milhões - $3,999,999 $4.0 Milhões - $4,999,999 $5.0 Milhões - $5,999,999 $6.0 Milhões - $6,999,999 $7.0 Milhões - $7,999,999 1.50% 1.35% 1.10% 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% $8.0 Milhões + 0.40% All fees are negotiable. Todas as taxas são negociáveis. An initial fee will be charged for new accounts that are not open a full month. The initial billing period begins when the client signs the MRA fee agreement and Uma taxa inicial será cobrada para novas contas que não sejam abertas há um mês completo. O período de cobrança inicial começa quando o cliente assina o 7  MRA accepts the fee agreement. The initial billing period is adjusted for the number of days remaining in the initial month and will run from the date the assets are received by the custodian through the last business day of the initial month. contrato de taxas do MRA e o MRA aceita o contrato de taxas. O período de faturamento inicial é ajustado pelo número de dias restantes do mês inicial e será calculado a partir da data de recebimento dos ativos pelo custodiante até o último dia útil do mês inicial. Se a MRA ou o cliente rescindirem o acordo de taxas, uma taxa proporcional para o período de faturamento será calculada para o período que começa na primeira data do período de faturamento e inclui a data de rescisão até o final do faturamento aplicável e o valor da taxa proporcional será deduzido da conta do cliente. If MRA or the client terminates the fee arrangement, a pro-rated fee for the billing period will be calculated for the period beginning on the first date of the billing period through and including the date of termination through the end of the applicable billing and the amount of the pro-rated fee will be deducted from the client’s account. Clients who engage MRA for Biblically Responsible Investing will pay 0.45%, annually, for fee-based advice on these portfolios. Os clientes que contratarem a MRA carteiras de Investimento Responsável com base Bíblica (IRB) pagarão 0,45% ao ano por consultoria baseada em honorários sobre essas carteiras. Item 6 Performance-Based Fees and Side-By-Side Management (Taxas baseadas na performance dos investmentos e gerenciamento lado-a-lado) does not any services MRA for provide performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of the assets of a client. A MRA não presta quaisquer serviços mediante taxas baseadas no desempenho dos investimentos (taxas de performance). As taxas de performance são aquelas baseadas em uma participação nos ganhos de capital ou na valorização do capital dos ativos de um cliente. and another that charges ideas to an account favor da conta da Because some of our supervised persons manage both accounts that are not charged a performance-based fee a firm performance-based fee, they face a conflict of interest because they have an incentive to favor accounts that are charged a performance-based fee. For example, incentive to direct the best MRA may have an that pays a investment performance-based fee or to allocate or sequence trades in favor of the performance fee account. To manage this potential conflict, all accounts are managed in line with the account’s objective and strategy, and portfolios are monitored by our compliance department for consistency with client objectives and restrictions. In addition, we have trade allocation policies and procedures designed to ensure that all clients are treated fairly and equally and to Dado que algumas das nossas pessoas supervisionadas gerem contas às quais não é cobrada uma comissão baseada no desempenho e outra empresa que cobra uma comissão baseada no desempenho, enfrentam um conflito de interesses porque têm um incentivo para favorecer contas às quais é cobrada uma taxa baseada no desempenho. Por exemplo, o MRA pode ter um incentivo para direcionar as melhores ideias de investimento para uma conta que pague uma taxa baseada no desempenho ou para alocar ou sequenciar negociações em taxa de desempenho. Para gerir este potencial conflito, todas as contas são geridas de acordo com o objetivo e estratégia da conta, e as carteiras são monitorizadas pelo nosso departamento de conformidade para consistência com os objetivos e restrições do cliente. Além disso, temos políticas e procedimentos de alocação comercial concebidos para garantir que todos os clientes sejam tratados de forma justa e igualitária e 8  prevent this conflict from influencing the allocation of investment opportunities among clients. para evitar que este conflito influencie a alocação de oportunidades de investimento entre os clientes. Item 7 Types of Clients (Tipos de Clientes) MRA MANAGEMENT PROGRAM MRA provides services primarily to individuals and businesses with a $50,000 minimum per household to open an investment account. The typical client has a net worth of a least of $1 million. PROGRAMA DE GESTÃO DA MRA A MRA fornece serviços principalmente para indivíduos e empresas com um mínimo de US$ 50.000 por família para abrir uma conta de investimento. O cliente típico tem um patrimônio líquido de pelo menos US$ 1 milhão. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss (Métodos de Análise, Estratégias de Investimento e Risco de Perda) Investment Strategy Estratégia de investimento Separate Accounts MRA currently maintains multiple model portfolios that are used as the basis for implementing a client’s investment plan. The models range from income, conservative, moderate, moderately aggressive and aggressive. Each portfolio has varying degrees of asset categories and is reviewed with the client prior to implementation and periodically thereafter. Contas Separadas A MRA mantém atualmente vários modelos de carteiras que são utilizadas como base para a implementação do plano de investimento de um cliente. Os modelos variam entre renda, conservador, moderado, moderadamente agressivo e agressivo. Cada portfólio possui diversos graus de categorias de ativos e é revisado com o cliente antes da implementação e periodicamente a partir de então. MRA’s Investment Committee meets quarterly to review investment policy and strategy. During the investment committee meeting, there is a review of each investment model that may result in tactical adjustments to each model determined by market and economic conditions. The committee also reviews its core recommendation list of investments, analyzing individual asset class that supports MRA’s each investment models. O Comitê de Investimento da MRA reúne-se trimestralmente para analisar a política e estratégia de investimento. Durante a reunião do comitê de investimentos, há uma revisão dos modelos de investimento que pode resultar em ajustes táticos em cada modelo determinados pelas condições econômicas e de mercado. O comité também revê a sua lista principal de recomendações de investimentos, analisando cada classe de ativos individualmente que suporta os modelos de investimento do MRA. funds and securities in A MRA emprega os seguintes critérios analíticos para selecionar os fundos e títulos em suas carteiras recomendadas: ● MRA employs the following analytical criteria to select the its recommended portfolios: Índices passados de desempenho e despesas ajustados ao risco em relação a outros investimentos dentro da mesma classe de ativos com objetivos de investimento semelhantes. ● Consistência de desempenho e classificações ao ● Past risk-adjusted performance and expense ratios relative to other investments within the same asset class having similar investment objectives. 9  longo do tempo. Consistency of performance and rankings ● A volatilidade histórica e o risco de perda de cada investimento proposto. The historical volatility and downside risk of ● Consistência do estilo de investimento e mandato do gestor do portfólio. Consistency of investment style and tenure of ● Como cada investimento complementa os demais do portfólio. How each investment complements the ● Condições económicas e comparações com outras oportunidades de investimento. Economic conditions and comparisons to ● over time. ● each proposed investment. ● the portfolio manager. ● others in the portfolio. ● other investment opportunities. fundamental and the potential Each quarter, or as needed, MRA reevaluates portfolios using tactical analysis, and rebalances or reallocates them as necessary. For portfolio risk assessment, the company utilizes Orion Risk Intelligence, a software service that provides risk management analytics for investing. Based on the risk metrics of each portfolio, the software assigns a Risk Number and projects investment outcomes on the upside and downside for investment portfolios. Clients receive a report containing their Risk Number and its methodology. Projections on potential investment outcomes are no guarantees of outcomes and may be only used a reference in the investment decision making process. A cada trimestre, ou conforme necessário, a MRA reavalia os portfólios usando análises fundamentalistas e táticas, e os reequilibra ou realoca conforme necessário. Para avaliação de risco de portfólio, a empresa utiliza Orion Risk Intelligence, um serviço de software que fornece análises de gerenciamento de risco para investimentos. Com base nas métricas de risco de cada carteira, o software atribui um “Número de Risco” e projeta os resultados potenciais do investimento positivos e negativos para as carteiras de investimento. Os clientes recebem um relatório contendo seu “Número de Risco” e sua metodologia. As projeções sobre os resultados potenciais do investimento não são garantias de resultados e só podem ser utilizadas como referência no processo de tomada de decisão de investimento. the different Riscos de perda O desempenho passado não é indicativo de resultados futuros. Portanto, os clientes atuais e potenciais nunca devem presumir que o desempenho futuro de qualquer investimento específico ou estratégia de investimento será rentável. Investir em títulos (incluindo ações, títulos e veículos de investimento conjunto) envolve risco de perda. Além disso, dependendo dos diferentes tipos de investimentos, podem existir vários graus de risco. Os clientes e potenciais clientes devem estar preparados para suportar perdas de investimento, incluindo a perda do capital original. investment loss including Risks of Loss Past performance is not indicative of future results. Therefore, current and prospective clients should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, bonds, and pooled investment vehicles) involves risk of loss. Further, depending on types of investments there may be varying degrees of risk. Clients and prospective clients should be prepared to loss of original bear principal. Contas Separadas Não representamos a nenhum cliente, direta ou indiretamente, qualquer nível de desempenho ou qualquer declaração de que nossos serviços profissionais não resultarão em perda para os ativos investidos do Cliente. Fazemos o nosso melhor como consultores de investimentos para gerir exposições ao risco e prevenir perdas; no entanto, as perdas não podem ser evitadas em todos os casos. Abaixo estão Separate Accounts We do not represent to any client, either directly or indirectly, any level of performance or any representation that our professional services will not result in a loss to the Client’s invested assets. We do our very best as an investment adviser to manage risk 10  alguns riscos adicionais associados ao investimento em títulos através do nosso programa de gestão de investimentos. exposures and to prevent losses; however, losses cannot be prevented in all cases. Below are certain additional risks associated when investing in securities through our investment management program. ● Risco de Mercado – Qualquer mercado, seja de ações, títulos ou outras classes de ativos, pode apresentar altas ou quedas como resultado das condições gerais do mercado. Quando os mercados caem, isso pode resultar numa diminuição do valor dos investimentos dos clientes. Isso também é conhecido como risco sistêmico. ● Market Risk – Any market, whether stocks, bonds, or other asset classes goes up and down as a result of overall market conditions. When markets go down, this can result in a decrease in the value of client investments. This is also referred to as systemic risk. ● Risco do mercado de ações (ações) – As ações ordinárias são suscetíveis a flutuações gerais do mercado de ações e a aumentos e diminuições voláteis no valor à medida que a confiança do mercado e as percepções dos seus emitentes mudam. Se você detivesse ações ordinárias, ou ativos equivalentes à ações ordinárias, de qualquer emissor, geralmente estaria exposto a um risco maior do que se detivesse ações preferenciais e obrigações de dívida do emissor. ● Equity (stock) market risk – Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. ● Risco de Renda Fixa – Ao investir em obrigações, existe o risco de o emitente deixar de pagar a obrigação e não conseguir efetuar pagamentos. Além disso, os indivíduos que dependem de determinados montantes de rendimento pagos periodicamente enfrentam o risco de a inflação desgastar o seu poder de compra. Os investidores em renda fixa recebem pagamentos definidos e regulares que enfrentam o mesmo risco de inflação. ● Fixed Income Risk – When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. ● Risco de Taxa de Juros – O valor dos investimentos em renda fixa tendem a diminuir à medida que as taxas de juro sobem. Como resultado, os investidores que possuem investimentos em renda fixa através de veículos comuns, tais como ETFs ou fundos de investimentos, e os investidores que procuram vender investimentos de renda fixa antes do vencimento, podem incorrer em perdas. investors who seek to sell fixed ● Interest Rate Risk - The value of fixed income investments tends to decline as interest rates rise. As a result, investors who own fixed income investments through pooled vehicles such as ETFs or mutual funds, and income investments prior to maturity, may incur losses. ● Risco de ETF e Fundos Mútuos – Quando a nossa empresa investe num ETF ou fundo mútuo, suportará despesas adicionais com base na sua participação pro rata nos ETFs ou nas despesas operacionais do fundos de ações, incluindo a potencial duplicação de taxas de gestão. O risco de possuir um ETF ou fundos mútuos geralmente reflete os riscos de possuir os títulos subjacentes detidos pelo ETF ou dos fundos mútuos, incluindo ações, renda fixa, commodities e derivativos sobre esses títulos. Além disso, EFTs e fundos mútuos fechados podem ser negociados com um prêmio ou ● ETF and Mutual Fund Risk–When our firm invests in an ETF or mutual fund, it will bear additional expenses based on its pro rata share of the ETFs or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund, including equities, fixed income, 11  commodities, and derivatives on such securities. In addition, EFTs and closed-end mutual funds may trade at a premium or discount to the net asset value of their underlying portfolio securities. As a result, there is a risk that an investment in an ETF or a closed end mutual fund may result in the client paying more for, or selling for less, the portfolio securities, than a direct investment in the underlying securities. This risk, however, is offset by the additional costs of investing directly in the underlying securities. ● Blockchain ETFs - We will use model portfolios designed to provide investors with indirect exposure to the cryptocurrency space using publicly traded companies and ETFs. The goal of the model portfolio is to benefit from the asset class without the need to purchase the actual cryptocurrency itself directly. Narrowly focused investments typically exhibit higher volatility. A model portfolio concentrated in a single industry, such as companies actively engaged in blockchain technology, may never develop or be able to transact processes that lead to returns for any company in which the model invests. Such investments may be subject to the following risks: Lack of liquid markets, possible manipulation of blockchain-based assets, lack of regulation, third-party product defects or vulnerabilities, reliance on the internet, and line of business risk. desconto em relação ao valor patrimonial líquido dos títulos de sua carteira subjacente. Como resultado, existe o risco de que um investimento num ETF ou num fundo mútuo fechado possa fazer com que o cliente pague mais ou venda por menos os títulos da carteira, do que um investimento direto nos títulos subjacentes. Este risco, no entanto, é compensado pelos custos adicionais de investimento direto nos títulos subjacentes. ● ETFs Blockchain - Usaremos carteiras modelo projetadas para fornecer aos investidores exposição indireta ao espaço de criptomoedas usando empresas de capital aberto e ETFs. O objetivo do portfólio modelo é se beneficiar da classe de ativos sem a necessidade de comprar diretamente a própria criptomoeda. Os investimentos com foco restrito normalmente apresentam maior volatilidade. Um portfólio modelo concentrado em um único setor, como empresas ativamente engajadas na tecnologia blockchain, pode nunca desenvolver ou ser capaz de transacionar processos que levem a retornos para qualquer empresa na qual o modelo invista. Esses investimentos podem estar sujeitos aos seguintes riscos: falta de mercados líquidos, possível manipulação de ativos baseados em blockchain, falta de regulamentação, defeitos ou vulnerabilidades de produtos de terceiros, dependência da Internet e risco de linha de negócios. invest primarily spreads, inflation and interest ● Master Limited Partnerships (“MLPs”) - MLPs are collective investment vehicles, the partnership interests in which are publicly traded on national securities exchanges. MLPs in companies within the energy sector that engage in qualifying lines of business, such as natural resource production and mineral refinement. MLPs are therefore subject to the underlying volatility of the energy industry and may be adversely affected by changes to supply and demand, regional instability, currency rate fluctuations, and environmental risks among other such factors. In addition, MLPs operate as pass- through tax entities, meaning that investors are liable for their pro rata share of the partnership taxes, regardless of the types of accounts where the interests are held. ● Master Limited Partnerships (“MLPs”) - MLPs são veículos de investimento coletivo, cujos interesses de sociedade são negociados publicamente em bolsas de valores nacionais. As MLP’s investem principalmente em empresas do setor energético que se dedicam a linhas de negócio qualificadas, como a produção de recursos naturais e o refinamento mineral. As MLP’s estão, portanto, sujeitas à volatilidade subjacente da indústria energética e podem ser afetadas negativamente por alterações na oferta e na procura, instabilidade regional, spreads cambiais, inflação e flutuações nas taxas de juro, e riscos ambientais, entre outros fatores. Além disso, as MLP’s funcionam como entidades fiscais de repasse, o que significa que os investidores são responsáveis pela sua parte pro rata dos impostos sobre parcerias, independentemente dos tipos de contas onde os interesses são mantidos. 12  ● Real Estate Investment Trusts (“REITs”) - REITs are collective investment vehicles, the interests in which exist in the form of either publicly traded or privately placed securities. REITs are collective investment comprised vehicles with portfolios primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk. ● Fundos de investimento imobiliário (“REITs”) - Os REITs são veículos de investimento coletivo, cujos interesses existem na forma de títulos negociados publicamente ou colocados de forma privada. Os REIT’s são veículos de investimento coletivo com carteiras compostas principalmente por participações imobiliárias e hipotecárias. Muitos REIT’s detêm grandes concentrações de investimentos ligados a empreendimentos comerciais e/ou residenciais, o que sujeita inerentemente os investidores de REIT’s aos riscos associados a uma recessão no mercado imobiliário. Os investimentos vinculados a determinadas regiões que apresentam maior volatilidade no mercado imobiliário local podem gerar grandes oscilações no valor das ações do veículo. As participações relacionadas com hipotecas podem dar origem a preocupações adicionais relativas às taxas de juro, inflação, liquidez e risco de contraparte. ● Liquidity Risk – High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client from selling their securities at all, or at an advantageous time or price because MRA and the Client’s broker may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Some securities (including ETFs) that hold or trade financial instruments may be adversely affected by liquidity issues as they manage their portfolios. ● Risco de Liquidez – A alta volatilidade e/ou a falta de mercados líquidos profundos e ativos para um título podem impedir um Cliente de vender seus títulos ou em um momento ou preço vantajoso porque a MRA e o corretor do Cliente podem ter dificuldade em encontrar um comprador e pode ser forçado a vender com um desconto significativo em relação ao valor de mercado. Alguns títulos (incluindo ETFs) que detêm ou negociam instrumentos financeiros podem ser afetados negativamente por questões de liquidez à medida que gerem as suas carteiras. ● Risco de concentração – As carteiras geridas pela MRA podem, de tempos a tempos, ser concentradas num único título, região geográfica ou classe de ativos. O valor das contas dos Clientes variará consideravelmente em resposta às alterações no valor de mercado desse título individual, região ou classe de ativo. Isso pode resultar em maior volatilidade. ● Concentration Risk – Portfolios managed by MRA may from time to time be concentrated in a single security, geographic region, or asset class. The value of Client accounts will vary considerably in response to changes in the market value of that individual security, region or asset class. This may result in higher volatility. investing ● Risco de Investimento Estrangeiro e de Mercados Emergentes – O investimento estrangeiro envolve riscos que normalmente não estão associados aos investimentos dos EUA, e os riscos podem ser ainda mais exacerbados em países de mercados emergentes. ● Foreign Investing and Emerging Markets Risk – Foreign involves risks not typically associated with U.S. investments, and the risks may be 13  limited industry. Investments in exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Estes riscos podem incluir, entre outros, flutuações adversas nos valores de moeda estrangeira, bem como desenvolvimentos políticos, sociais e económicos adversos que afetem um ou mais países estrangeiros. Além disso, o investimento estrangeiro pode envolver menos informação publicamente disponível e mercados de valores mobiliários mais voláteis ou menos líquidos, especialmente em mercados que negociam um pequeno número de valores mobiliários, possuem governos instáveis ou envolvem uma indústria limitada. Os investimentos em países estrangeiros podem ser afetados por fatores não presentes nos EUA, como restrições no recebimento dos rendimentos do investimento de um país estrangeiro, leis fiscais estrangeiras ou requisitos de retenção de impostos, procedimentos exclusivos de autorização ou liquidação comercial e possíveis dificuldades no cumprimento de obrigações contratuais ou outras normas legais que ponham em causa a protecção dos acionistas. A contabilidade estrangeira pode ser menos transparente do que as práticas contábeis dos EUA e a regulamentação estrangeira pode ser inadequada ou irregular. ● Inflation, Currency, and Interest Rate Risks – Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by MRA may be affected by the risk that currency devaluations affect Client purchasing power. Riscos de inflação, moeda e taxa de juros – Os preços dos títulos e os retornos da carteira provavelmente variarão em resposta a alterações na inflação e nas taxas de juro. A inflação faz com que o valor dos dólares futuros valha menos e pode reduzir o poder de compra dos futuros pagamentos de juros e do capital de um investidor. A inflação também conduz geralmente a taxas de juro mais elevadas, o que, por sua vez, pode fazer com que o valor de muitos tipos de investimentos de rendimento fixo diminua. Além disso, o valor relativo dos ativos denominados em dólares norte-americanos geridos principalmente pela MRA pode ser afetado pelo risco de que as desvalorizações cambiais afetem o poder de compra do Cliente. characterization and/or tax ● Risco Legislativo e Fiscal – O desempenho pode ser direta ou indiretamente afetado por legislação ou regulamentação governamental, que pode incluir, mas não está limitada a: alterações no consultor de investimentos ou na regulamentação de negociação de valores mobiliários; alteração na garantia do governo dos EUA de pagamento final do principal e dos juros de determinados títulos do governo; e alterações no código fiscal que possam afetar o rendimento de juros, a caracterização do rendimento e/ou as obrigações de declaração fiscal (particularmente para títulos ETF que ● Legislative and Tax Risk – Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income reporting obligations (particularly for ETF securities dealing in 14  incur taxable income on their natural resources). In certain circumstances a Client may investments without a cash distribution to pay the tax due. negoceiam recursos naturais). Em determinadas circunstâncias, um Cliente pode incorrer em rendimento tributável sobre os seus investimentos sem uma distribuição de dinheiro para pagar o imposto devido. to ● Counterparty Risk – Counterparty risk is the risk to MRA that the counterparty to a services contract will not fulfill its contractual obligations. Should the counterparty fail to fulfill its obligations to MRA, clients could potentially incur significant losses their accounts and and may have access investments limited or restricted. ● Risco de Contraparte – O risco de contraparte é o risco para o MRA de que a contraparte de um contrato de serviços não cumpra as suas obrigações contratuais. Caso a contraparte não cumpra as suas obrigações para com o MRA, os clientes poderão incorrer potencialmente em perdas significativas e poderão ter acesso às suas contas e investimentos limitado ou restrito. ● Advisory Risk – There is no guarantee that MRA’s investment decisions about judgment or particular securities or asset classes will necessarily produce the intended results. MRA’s judgment may prove to be incorrect, and a Client might not achieve her investment objectives. In addition, it is possible that we fail to manage our business such that MRA remains a going concern which would be disruptive to our Clients as they would need to find a new investment advisor. ● Risco de Consultoria – Não há garantia de que o julgamento ou as decisões de investimento da MRA sobre determinados títulos ou classes de ativos produzirão necessariamente os resultados pretendidos. O julgamento da MRA pode revelar-se incorreto e um Cliente pode não atingir os seus objetivos de investimento. Além disso, é possível que não consigamos gerir o nosso negócio de tal forma que a MRA continue a ser uma preocupação constante, o que seria perturbador para os nossos Clientes, uma vez que necessitariam de encontrar um novo consultor de investimentos. read The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in any or all of the strategies managed by MRA. Prospective Clients should this entire Form ADV and all accompanying materials provided by MRA before deciding whether to invest with us. In addition, as our investment philosophy develops and changes over time, an investment with MRA may be subject to additional and different risk factors. MRA will promptly amend this Brochure if and when any information regarding its investment risks becomes materially inaccurate. A lista de fatores de risco acima não pretende ser uma enumeração ou explicação completa dos riscos envolvidos num investimento em qualquer uma ou em todas as estratégias geridas pela MRA. Os clientes em potencial devem ler todo este Formulário ADV e todos os materiais que o acompanham fornecidos pela MRA antes de decidirem se desejam investir conosco. Além disso, à medida que a nossa filosofia de investimento se desenvolve e muda ao longo do tempo, um investimento com MRA pode estar sujeito a fatores de risco adicionais e diferentes. A MRA alterará prontamente esta Brochura se e quando qualquer informação relativa aos seus riscos de investimento se tornar materialmente imprecisa. Item 9 Disciplinary Information (Informação Disciplinar) 15  MRA is required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. MRA has entered into a settlement with the SEC regarding alleged violations of Section 206(4) of the Advisers Act and rule 206(4)-1(d) thereunder. The SEC alleged that MRA advertised hypothetical performance on its public website without adopting and implementing policies and procedures reasonably designed to ensure that the hypothetical performance was relevant to the likely financial situation and investment objectives of the intended audience. MRA had relied on compliance consultants to maintain compliance program and procedures. As part of the settlement with the SEC, MRA agreed to pay a civil money penalty. MRA neither admitted nor denied the allegations. A MRA é obrigada a divulgar os fatos de quaisquer eventos legais ou disciplinares que sejam relevantes para a avaliação de um cliente sobre seu negócio de consultoria ou para a integridade da gestão. A MRA entrou em um acordo com a SEC em relação a supostas violações da Seção 206(4) da Lei de Consultores e da regra 206(4)-1(d) de acordo com ela. A SEC alegou que a MRA anunciou o desempenho hipotético no seu site público sem adotar e implementar políticas e procedimentos razoavelmente concebidos para garantir que o desempenho hipotético fosse relevante para a provável situação investimento do financeira e os objetivos de público-alvo. A MRA confiou em consultores de compliance para manter programas e procedimentos de compliance e crianção de anúncios. Como parte do acordo com a SEC, a MRA concordou em pagar uma multa civil em dinheiro. A MRA não admitiu nem negou as acusações. Item 10 Other Financial Industry Activities and Affiliations (Outras Atividades e Afiliações do Setor Financeiro) Insurance Services Serviços de seguros incluindo vida longa, vida de seguros comerciais, for sale, insurance-related products Investment Adviser Representatives are MRA’s affiliated with Highland Capital Brokerage, Inc. (“Highland”), Madison Brokerage, Ethos Life and Benefits Mall which are insurance agencies that offer insurance products including term life, whole life, universal life, disability insurance and long-term care insurance as well as fixed annuities. In addition, MRA is affiliated with Coverwallet and Phoenix Insurance which offer commercial insurance products such as general liability, errors and omissions, workers compensation, and others. In such capacity, MRA may to offer investment advisory and non-investment advisory clients of MRA. These insurance products are sold on a commission basis. Os consultores de investimentos da MRA são afiliados à Highland Capital Brokerage, Inc. (“Highland”), Madison Brokerage, Ethos Life and Benefits Mall, que são agências de seguros que oferecem produtos de seguros, inteira, vida universal, seguro de invalidez e seguro de longo prazo. seguro de cuidados de longo prazo, bem como anuidades fixas. Além disso, a MRA é afiliada à Insurance, que oferecem Coverwallet e Phoenix produtos como responsabilidade civil geral, erros e omissões, compensação trabalhista e outros. Nessa qualidade, a MRA pode oferecer para venda produtos relacionados com seguros a clientes de consultoria de investimento e não consultores de investimento da MRA. Esses produtos de seguros são vendidos com base em comissões. recommendation by MRA incentive recommend The or MRA’s representatives that a client buy an insurance product does present a conflict of interest, as the receipt of commissions on the sale of insurance products may provide an insurance to products based on commissions to be received, rather than on a particular client’s need. As a result, MRA has any procedures in place to ensure that A recomendação da MRA ou dos representantes da MRA de que um cliente compre um produto de seguros apresenta um conflito de interesses, uma vez que o recebimento de comissões pela venda de produtos de seguros pode constituir um incentivo para recomendar produtos de seguros com base nas comissões a receber, em vez de necessidade de um determinado cliente. Como resultado, a MRA dispõe 16  feitas por essas products recommendations made by such Supervised Persons are in the best interest of its clients. In addition, no is under any obligation to purchase any client commission from MRA or MRA’s representatives. Clients are reminded that they may purchase insurance products recommended by MRA through other non-affiliated insurance agents. de procedimentos para garantir que quaisquer recomendações Pessoas Supervisionadas sejam no melhor interesse dos seus clientes. Além disso, nenhum cliente tem qualquer obrigação de comprar quaisquer produtos de comissão da MRA ou de representantes da MRA. Lembramos aos clientes que podem adquirir produtos de seguros recomendados pela MRA através de outros agentes de seguros não afiliados. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading (Código de Ética, Participação ou Interesse em Transações de Clientes e Negociações Pessoais) A MRA e as pessoas associadas à MRA (“Pessoas Associadas”) estão autorizadas a comprar ou vender títulos que também recomendam aos clientes, de acordo com as políticas e procedimentos da MRA. MRA and persons associated with MRA (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with MRA’s policies and procedures. MRA has adopted a code of ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics"). MRA’s Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by MRA or any of its associated persons. The Code of Ethics also requires that certain MRA personnel (called “Access Persons") report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public offerings and limited offerings. A MRA adotou um código de ética que estabelece os padrões de conduta esperados de suas pessoas associadas e exige o cumprimento das leis de valores mobiliários aplicáveis (“Código de Ética”). O Código de Ética da MRA contém políticas escritas razoavelmente projetadas para impedir o uso ilegal de materiais informações não públicas da MRA ou de qualquer uma de suas pessoas associadas. O Código de Ética também exige que determinados funcionários da MRA (chamados de “Pessoas de Acesso”) relatem suas participações e transações de títulos pessoais e obtenham pré-aprovação de certos investimentos, como ofertas públicas iniciais e ofertas limitadas. When MRA is engaging in or considering a transaction in any security on behalf of a client, no Access Person may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) a transaction in that security unless: Quando a MRA estiver envolvida ou considerando uma transação em qualquer valor mobiliário em nome de um cliente, nenhuma Pessoa com Acesso poderá fazer isso para si ou para sua família imediata (ou seja, cônjuge, filhos menores e adultos que vivam na mesma residência que a Pessoa com Acesso) uma transação nesse título, a menos que: ● a transação fora concluída; ● a transação para a Pessoa de Acesso for concluída como parte de uma negociação em lote com clientes; ou ● foi tomada uma decisão de não realizar a transação para o cliente. a decision has been made not to engage ● the transaction has been completed; ● the transaction for the Access Person is completed as part of a batch trade with clients; or ● in the transaction for the client. Estes requisitos não são aplicáveis a: (i) obrigações (ii) diretas do Governo dos Estados Unidos; 17  aceites instrumentos do mercado monetário, bancários, certificados de depósito bancário, papel comercial, acordos de recompra (“repo”) e outros instrumentos de dívida de curto prazo de alta qualidade, incluindo acordos de recompra (“repo”); (iii) cotas emitidas por fundos mútuos ou fundos do mercado monetário; e (iv) cotas emitidas por fundos de investidas investimento unitários que sejam exclusivamente em um ou mais fundos mútuos. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Este Código de Ética foi estabelecido reconhecendo que alguns valores mobiliários são negociados em mercados suficientemente amplos para permitir que transações das Pessoas com Acesso sejam as concluídas sem qualquer impacto apreciável nos mercados de tais valores mobiliários. Portanto, sob certas circunstâncias limitadas, poderão ser feitas exceções às políticas mencionadas acima. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated above. Clientes e potenciais clientes podem entrar em contato com a MRA para solicitar uma cópia do seu Código de Ética. Clients and prospective clients may contact MRA to request a copy of its Code of Ethics. investment returns and rendimentos de As discussed above in Item 10, MRA may refer clients, where suitable, to invest in MRA Capital Partners, LP, which is a Hybrid Private Equity Fund with the focus of delivering income from strategic real estate investments and asset-based lending. The Fund’s investments are managed by individuals who are also employed by MRA and therefore MRA will have access to all of a client’s information. Clients are not required to invest in MRA Capital Partners, LP and investing in the Fund may cost more or less than comparable funds offered by unaffiliated firms. As a result, there is a material conflict of interest because MRA’s owners receive an economic benefit by referring clients to invest in MRA Capital Partners, LP. MRA addresses this conflict through by disclosing it in writing to prospective MRA Capital Partners, LP. Investors. Conforme discutido acima no Item 10, a MRA pode encaminhar clientes, quando adequado, para investir na MRA Capital Partners, LP, que é um Fundo Híbrido de Private Equity com o foco em fornecer retornos de investimento e investimentos imobiliários estratégicos e empréstimos baseados em ativos. Os investimentos do Fundo são geridos por pessoas físicas que também trabalham para a MRA e, portanto, a MRA terá acesso a todas as informações do cliente. Os clientes não são obrigados a investir na MRA Capital Partners LP e investir no Fundo pode custar mais ou menos do que fundos comparáveis oferecidos por empresas não afiliadas. Como resultado, existe um conflito de interesses material porque os proprietários da MRA recebem um benefício económico ao indicarem clientes para investirem na MRA Capital Partners, LP. A MRA aborda esse conflito divulgando-o por escrito aos possíveis MRA Capital Partners, LP. Investidores. Item 12 Brokerage Practices (Práticas de Corretagem) MRA periodically and systematically reviews its recommendation of Financial Institutions used as brokers and custodians in light of its duty to obtain best execution. The factors which MRA considers A MRA analisa periódica e sistematicamente a sua recomendação de Instituições Financeiras utilizadas como corretoras e custodiantes à luz do seu dever de obter a melhor execução. Os fatores que a MRA 18  includes the respective financial strength, reputation, execution, pricing, research and overall service provided by Avenue Securities, LLC our Charles Schwab. In addition to the advisory fee clients pay MRA, clients shall pay for all costs, fees and expenses related to account(s) transactions to buy or sell securities, as well as any other custodial or transfer fees charged by Avenue Securities, LLC. considera incluem a respectiva solidez financeira, reputação, execução, preços, pesquisa e serviço geral prestado pela Avenue Securities, LLC. ou Charles Schwab. Além da taxa de consultoria que os clientes pagam ao MRA, os clientes deverão pagar todos os custos, taxas e despesas relacionadas às transações de conta(s) para comprar ou vender títulos, bem como quaisquer outras taxas de custódia ou transferência cobradas pela Avenue Securities, LLC. rates for The commissions paid by MRA’s clients (including those commissions paid for by MRA in wrap fee accounts) comply with MRA’s duty to obtain “best execution.” Commissions paid may be higher than another qualified Financial Institution might charge to effect the same transaction where MRA determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, if any, execution capability, commission rates, and responsiveness. MRA seeks competitive rates but may not necessarily obtain the lowest possible client commission transactions. As comissões pagas pelos clientes da MRA (incluindo as comissões pagas pela MRA em contas de taxa final) cumprem o dever da MRA de obter a “melhor execução”. As comissões pagas podem ser superiores às cobradas por outra Instituição Financeira qualificada para efetuar a mesma transação, quando a MRA determinar que as comissões são razoáveis em relação ao valor dos serviços de corretagem e pesquisa recebidos. Na busca da melhor execução, o fator determinante não é o menor custo possível, mas sim se a transação representa a melhor execução qualitativa, levando em consideração toda a gama de serviços de uma Instituição Financeira, incluindo, entre outros, o valor da pesquisa fornecida, se houver, capacidade de execução, taxas de comissão e capacidade de resposta. A MRA busca taxas competitivas, mas pode não obter necessariamente as taxas de comissão mais baixas possíveis para transações de clientes. The separate account client may direct MRA in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution, and MRA will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by MRA (as described below). As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MRA may decline a client’s request to direct brokerage if, in MRA’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. O cliente de conta separada pode instruir a MRA por escrito a usar uma Instituição Financeira específica para executar algumas ou todas as transações para o cliente. Nesse caso, o cliente negociará os termos e acordos para a conta com essa Instituição Financeira, e a MRA não buscará melhores serviços ou preços de execução de outras Instituições Financeiras ou será capaz de “agrupar” transações do cliente para execução através de outras Instituições Financeiras com ordens para outras contas gerenciadas pela MRA (conforme descrito abaixo). Como resultado, o cliente poderá pagar comissões mais elevadas ou outros custos de transação ou spreads mais elevados, ou receber preços líquidos menos favoráveis, nas transações da conta do que seria o caso. Sujeito ao seu dever de melhor execução, a MRA poderá recusar o pedido de um cliente para corretagem direta se, a critério exclusivo da MRA, tais acordos de corretagem dirigida resultarem em dificuldades operacionais adicionais. As transações para cada cliente geralmente serão 19  including securities it Transactions for each client generally will be effected independently, unless MRA decides to purchase or sell the same securities for several clients at approximately the same time. MRA may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among MRA’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among MRA’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that MRA determines to aggregate client orders for the purchase or sale of securities, in which MRA’s Supervised Persons may invest, MRA generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. MRA does not receive any additional compensation or remuneration as a result of the aggregation. In the event that MRA determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its from investment guidelines which prohibit purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, MRA may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. efetuadas de forma independente, a menos que a MRA decida comprar ou vender os mesmos títulos para vários clientes aproximadamente ao mesmo tempo. A MRA pode (mas não é obrigada a) combinar ou “agrupar” tais ordens para obter a melhor execução, para negociar taxas de comissão mais favoráveis ou para alocar equitativamente entre os clientes da MRA diferenças em preços e comissões ou outros custos de transação que poderiam ter sido obtidos se tais pedidos foram feitos de forma independente. De acordo com este procedimento, as transações serão geralmente calculadas em média quanto ao preço e alocadas entre os clientes da MRA proporcionalmente às ordens de compra e venda colocadas para cada cliente em um determinado dia. Na medida em que a MRA determina agregar ordens de clientes para a compra ou venda de valores mobiliários, incluindo valores mobiliários nos quais as Pessoas Supervisionadas da MRA possam investir, a MRA geralmente o faz de acordo com as regras aplicáveis promulgadas sob a Lei dos Consultores e com as orientações de não ação fornecidas pelo funcionários da Comissão de Valores Mobiliários dos EUA. A MRA não recebe qualquer compensação ou remuneração adicional em resultado da agregação. Caso a MRA determine que uma alocação rateada não é apropriada sob as circunstâncias específicas, a alocação será feita com base em outros fatores relevantes, que podem incluir: (i) quando apenas uma pequena porcentagem da ordem for executada, as ações poderão ser alocado para a conta com a menor ordem ou a menor posição ou para uma conta que esteja desalinhada em relação às ponderações de títulos ou setoriais em relação a outras carteiras, com mandatos semelhantes; (ii) podem ser atribuídas alocações a uma conta quando uma conta tem limitações nas suas diretrizes de investimento que a proíbem de comprar outros títulos que se espera que produzam resultados de investimento semelhantes e que possam ser adquiridos por outras contas; (iii) se uma conta atingir um limite de diretriz de investimento e não puder participar de uma alocação, as ações poderão ser realocadas para outras contas (isso pode ser devido a alterações imprevistas nos ativos de uma conta após a colocação de uma ordem); (iv) com relação às alocações de venda, as alocações podem ser dadas a contas com pouco caixa; (v) nos casos em que uma alocação pro rata de uma execução potencial resultaria em uma alocação de minimis em uma ou mais contas, a MRA poderá excluir a(s) conta(s) da alocação; as transações poderão ser realizadas proporcionalmente entre as demais contas; ou (vi) nos 20  casos em que uma pequena proporção de uma ordem seja executada em todas as contas, as ações poderão ser alocadas aleatoriamente a uma ou mais contas. A MRA geralmente recomenda que os clientes de contas separadas utilizem os serviços de custódia, corretagem e compensação da Avenue Securities, LLC (“Avenue”). Aqui está uma descrição mais detalhada dos serviços de suporte da Avenue: MRA generally recommends that separate account clients utilize the custody, brokerage and clearing services of Avenue Securities, LLC (“Avenue”). Here is a more detailed description of Avenue’s support services: Os serviços de corretagem institucional da Avenue incluem acesso a uma ampla gama de produtos de investimento, execução de transações de valores mobiliários e custódia de ativos de clientes. Os produtos de investimento disponíveis através da Avenue incluem alguns aos quais não teríamos acesso de outra forma ou que exigiriam um investimento inicial mínimo significativamente maior por parte de nossos clientes. Os serviços da Avenue descritos neste parágrafo geralmente beneficiam o cliente e a conta do cliente. Avenue’s include institutional brokerage services access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Avenue include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Avenue’s services described in this paragraph generally benefit the client and the client’s account. A Avenue também nos disponibiliza outros produtos e serviços que nos beneficiam, mas que podem não beneficiar diretamente o cliente ou sua conta. Esses produtos e serviços nos auxiliam no gerenciamento e administração das contas de nossos clientes. Eles incluem pesquisas de investimento da Avenue. Poderemos usar esta pesquisa para atender todas ou algumas contas de nossos clientes, incluindo contas não mantidas na Avenue. Além da pesquisa de investimentos, a Avenue também disponibiliza softwares e outras tecnologias que: Avenue also makes available to us other products and services that benefit us but may not directly benefit the client or its account. These products and services assist us in managing and administering our clients’ accounts. They include investment research from Avenue. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Avenue. In addition to investment research, Avenue also makes available software and other technology that: provide access to client account data (such as ● duplicate trade confirmations and account statements); ● facilitate trade execution and allocate aggregated trade orders for multiple client accounts; ● provide pricing and other market data; ● facilitate payment of our fees from our clients’ ● fornecer acesso aos dados da conta do cliente (como confirmações comerciais duplicadas e extratos de conta); ● facilitar a execução de negociações e alocar ordens de negociação agregadas para múltiplas contas de clientes; ● fornecer preços e outros dados de mercado; ● facilitar o pagamento das nossas taxas a partir das contas dos nossos clientes; e ● auxiliar nas funções administrativas, manutenção de registros e relatórios de clientes. accounts; and ● assist with back-office functions, recordkeeping and client reporting.. A própria Avenue pode fornecer alguns desses serviços. Em outros casos, providenciará que fornecedores terceirizados nos forneçam os serviços. 21  Avenue may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. A disponibilidade dos serviços da Avenue nos beneficia porque não precisamos produzi-los ou comprá-los. Não precisamos pagar por esses serviços e eles não dependem de comprometermos qualquer valor específico de negócios com a Avenue em comissões de negociação ou ativos sob custódia. The availability of services from Avenue benefits us because we do not have to produce or purchase them. We don’t have to pay for these services, and they are not contingent upon us committing any specific amount of business to Avenue in trading commissions or assets in custody. Item 13 Review of Accounts (Revisão de Contas) firm contacts ongoing financial and/or Account Reviews MRA monitors its clients’ investment management portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. Where MRA provides advisory and/or consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by the Partners of MRA. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with the firm and to keep MRA informed of any changes thereto. The investment advisory separate account clients at least annually to review its previous services and recommendations and to discuss the impact resulting from any changes in the client’s investment situation objectives. Revisões da conta A MRA monitoriza as carteiras de gestão de investimentos dos seus clientes como parte de um processo contínuo, as revisões regulares das contas são realizadas pelo menos trimestralmente. Nos casos em que a MRA presta serviços de assessoria e/ou consultoria, as revisões são realizadas “conforme necessário”. Essas revisões são conduzidas pelos sócios da MRA. Todos os clientes de consultoria de investimentos são incentivados a discutir suas necessidades, metas e objetivos com a empresa e a manter o MRA informada sobre quaisquer alterações. A empresa contata clientes de contas separadas de consultoria de investimento contínua pelo menos anualmente para rever os seus serviços e recomendações anteriores e para discutir o impacto resultante de quaisquer alterações na situação financeira e/ou objetivos de investimento do cliente. and Extratos de Conta e Relatórios Gerais Clientes de contas separadas. Os clientes recebem avisos de confirmação de transação e extratos de conta resumidos regulares diretamente do corretor ou custodiante de suas contas. Os clientes também podem receber relatórios da MRA que incluem informações relevantes sobre a conta e/ou o mercado, como um inventário dos ativos em carteira e desempenho da conta mensalmente ou conforme acordado de outra forma com o cliente. Os clientes devem comparar os extratos de conta que recebem do seu custodiante com quaisquer relatórios suplementares que recebem da MRA e/ou dos Gestores Independentes. Account Statements and General Reports Separate Account Clients. Clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for their accounts. Clients may also receive reports from MRA that includes relevant account information such as an and/or market-related inventory of account account holdings performance on a monthly basis or as otherwise agreed upon with the client. Clients should compare the account statements they receive from their custodian with any supplemental reports they receive from MRA and/or the Independent Managers. 22  Item 14 Client Referrals and Other Compensation (Referências de Clientes e Outras Compensações) is required to disclose any relationship or MRA arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. In addition, MRA is required to disclose any direct or indirect compensation that it provides for client referrals. A MRA é obrigada a divulgar qualquer relacionamento ou acordo em que receba um benefício econômico de um terceiro (não cliente) pela prestação de serviços de consultoria. Além disso, a MRA é obrigada a divulgar qualquer remuneração direta ou indireta que forneça por indicações de clientes. MRA may enter into an agreement with certain individuals (Referring Parties) to refer prospective clients to the firm. If a referred client enters into an investment advisory agreement with MRA, a cash referral fee calculated as a percentage of the fees generated may be paid to the Referring Party. The referral agreement will not result in any charges to clients in addition to the normal level of advisory fees charged. A MRA pode fazer um acordo com determinados indivíduos (Partes Referentes) para encaminhar potenciais clientes para a empresa. Se um cliente indicado celebrar um contrato de consultoria de investimento com a MRA, uma taxa de indicação em dinheiro calculada como uma porcentagem das taxas geradas poderá ser paga à Parte Referente. O acordo de referência não resultará em quaisquer encargos para os clientes, além do nível normal de taxas de consultoria cobradas. When a client is referred the Referring Party provides the client with a copy of MRA’s Disclosure Brochure as required by the Investment Advisers Act of 1940. The client also will complete a Disclosure Statement document. Quando um cliente é indicado, a Parte Requerente fornece ao cliente uma cópia do Folheto de Divulgação da MRA, conforme exigido pela Lei de Consultores de Investimento de 1940. O cliente também preencherá um documento de Declaração de Divulgação. The referral agreement between MRA and each Referring Party is in compliance with U.S. state and federal securities rules, including SEC Rule 206(4)-1, regarding paid solicitor arrangements. O acordo de referência entre a MRA e cada Parte Requerente está em conformidade com as regras de valores mobiliários estaduais e federais dos EUA, incluindo a Regra 206(4)-1 da SEC, com relação a acordos de advogado remunerado. referrals to the MRA may occasionally refer clients to members of the community such as lawyers and accountants who have made, or may make, firm. Consequently, there is the potential for a conflict of interest where MRA makes such referrals. Ocasionalmente, a MRA pode encaminhar clientes para membros da comunidade, como advogados e contadores, que fizeram ou podem fazer referências à empresa. Consequentemente, existe o potencial de conflito de interesses quando a MRA faz tais encaminhamentos. interest are described above under MRA receives an economic benefit from RJFS and Schwab in the form of the support products and services it makes available to us. These products and services, how they benefit us, and the related conflicts of Item 12 Brokerage Practices. The availability to us of products and services from RJFS is not based on us giving A MRA recebe um benefício económico da RJFS e da Schwab na forma dos produtos e serviços de apoio que nos disponibiliza. Esses produtos e serviços, como eles nos beneficiam e os conflitos de interesse relacionados estão descritos acima no Item 12 Práticas de Corretagem. A disponibilidade de produtos e serviços da RJFS para nós não se baseia no fato de fornecermos 23  particular investment advice, such as buying particular securities for our clients. consultoria de investimento específica, como a compra de títulos específicos para nossos clientes. MRA owners receive an economic benefit by referring clients to use the services provided by its affiliated companies: MRA Tax Services, LLC, and MRA Capital Partners, LP. Os proprietários de MRA recebem um benefício econômico ao indicar clientes para usarem os serviços prestados por suas empresas afiliadas: MRA Tax Services, LLC e MRA Capital Partners, LP. MRA receives referrals fees for business services provided by MRA Tax Services . MRA Tax Services offers services tailored to small business owners which include tax preparation, bookkeeping, tax resolution, part-time CFO, among others. escrituração contábil, A MRA recebe taxas de referência por serviços empresariais prestados pela MRA Tax Services. A MRA Tax Services oferece serviços personalizados para pequenos empresários que incluem preparação de resolução de impostos, impostos, CFO em meio período, entre outros. to solicitor/promoter third parties MRA may retain act as investment MRA’s for solicitors/promoters management services. Compensation with respect to the foregoing will be fully disclosed to each client to the extent required by applicable law. MRA will ensure is properly exempt or each registered in all appropriate jurisdictions. All such referral activities will be conducted in accordance with the Advisers Act, where applicable. A MRA pode contratar terceiros para atuarem como solicitadores/promotores dos serviços de gestão de investimentos da MRA. A compensação com relação ao acima exposto será totalmente divulgada a cada cliente na medida exigida pela lei aplicável. A MRA solicitador/promotor esteja garantirá que cada devidamente isento ou registrado em todas as jurisdições apropriadas. Todas essas atividades de referência serão conduzidas de acordo com a Lei dos Consultores, quando aplicável. Item 15 Custody (Custodia) Uma Instituição Financeira externa atuará como custodiante qualificado das contas dos clientes. A Instituição Financeira selecionada pelo cliente será a custodiante dos ativos dos clientes no Programa MRA Wrap Fee. Avenue Securities, LLC é uma das custodiantes dos ativos dos clientes. An outside Financial Institution will act as the qualified custodian for client accounts. The client’s selected Financial Institution will be the custodian for clients’ assets in the MRA Wrap Fee Program. Avenue Securities, LLC is one of the custodians of clients’ assets. in the "Fees As previously disclosed and Compensation" section (Item 5) of this Brochure, the outside Financial Institution will debit advisory fees from separate client accounts and remit them to MRA or the client may arrange to pay them directly. As a result, under government regulations, we are deemed to have custody of a client’s assets if the client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account, and we are deemed to have custody of the Fund’s assets as a result of our affiliation with the General Partner. Conforme divulgado anteriormente na seção “Taxas e Remuneração” (Item 5) deste Folheto, a Instituição Financeira externa debitará taxas de consultoria de contas separadas de clientes e as remeterá à MRA ou o cliente poderá providenciar o pagamento delas diretamente. Como resultado, de acordo com as regulamentações governamentais, considera-se que temos a custódia dos ativos de um cliente se o cliente nos autorizar a instruir seu custodiante a deduzir nossas taxas de consultoria diretamente da conta do cliente, e considera-se que temos a custódia dos ativos do Fundo como resultado de nossa afiliação ao Sócio Geral. Separate account clients receive account statements 24  Os devem directly from their custodian at least quarterly. They will be sent to the email or postal mailing address the client provides to their custodian. Clients should carefully review those statements promptly when received. We also urge clients to compare the account statements to the periodic portfolio reports clients receive from us. Os clientes de contas separadas recebem extratos de conta diretamente de seu custodiante pelo menos trimestralmente. Eles serão enviados para o e-mail ou endereço postal que o cliente fornecer ao seu revisar clientes custodiante. cuidadosamente essas declarações assim que recebidas. Também pedimos aos clientes que comparem os extratos de conta com os relatórios periódicos de portfólio que os clientes recebem de nós. Item 16 Investment Discretion (Discricionariedade de Investimento) For discretionary accounts, we have full trading authority under a limited power of attorney assigned to us in the client agreement. As a result, we will determine both the investments, and how much of each, should be purchased or sold on each client’s behalf. In making investment decisions, we adhere to the investment strategy outlined in each client’s Investment Policy Statement and the Fund’s governing documents. Para contas discricionárias, temos plena autoridade comercial sob uma procuração limitada que nos foi atribuída no contrato do cliente. Como resultado, determinaremos os investimentos e quanto de cada um deverá ser comprado ou vendido em nome de cada cliente. Na tomada de decisões de investimento, aderimos à estratégia de investimento descrita na Declaração de Política de Investimento de cada cliente e nos documentos que regem o Fundo. Nondiscretionary accounts are managed for clients who are unwilling or unable to provide limited power of attorney to us. Contas não discricionárias são gerenciadas para clientes que não desejam ou não podem nos fornecer uma procuração limitada. Item 17 Voting Client Securities (Votação em Títulos de Clientes) MRA is required to disclose if it accepts authority to vote client securities. MRA does not vote client securities on behalf of its separate account clients. These clients’ proxies are voted either by the Independent Managers or the clients themselves. A MRA é obrigada a divulgar se aceita autoridade para votar em títulos de clientes. A MRA não vota em títulos de clientes em nome de seus clientes de contas separadas. As procurações desses clientes são votadas pelos Administradores Independentes ou pelos próprios clientes. Item 18 Financial Information (Informação Financeira) MRA is not required to disclose any financial information pursuant to this Item due to the following: A MRA não é obrigada a divulgar quaisquer informações financeiras de acordo com este Item devido ao seguinte: 25  ● The firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance; ● A empresa não exige nem solicita o pagamento antecipado de mais de US$ 1.200 em honorários com seis meses ou mais de antecedência; ● In light of the COVID-19 coronavirus and historic decline in market values, MRA has elected to participate in the CARES Act’s Paycheck Protection Program (“PPP”) to strengthen its balance sheet. MRA used this loan predominantly to continue payroll for the firm and may ultimately seek loan forgiveness per the terms of the PPP. Due to this and other measures taken internally, MRA has been able to operate and continue serving its clients. ● Diante do coronavírus COVID-19 e do declínio histórico nos valores de mercado, a MRA optou por participar do Programa de Proteção de Cheques de Pagamento (“PPP”) da Lei CARES para fortalecer seu balanço. A MRA utilizou este empréstimo predominantemente para dar continuidade à folha de pagamento da empresa e pode, em última instância, buscar o perdão do empréstimo de acordo com os termos do PPP. Devido a esta e outras medidas tomadas internamente, a MRA tem conseguido operar e continuar atendendo seus clientes. ● A empresa não foi objeto de pedido de falência em nenhum momento durante os últimos dez anos. ● The firm has not been the subject of a bankruptcy petition at any time during the past ten years. 26 

MRA Advisory Group 6901 Professional Pky E, Suite 200 Sarasota, FL 34240 Mailing address: 14 Walsh Drive Ste. 302 Parsippany, NJ 07054-1060 www.mraadvisory.com Wrap Fee Program Brochure January 12, 2026 Item 1 Cover Page This wrap fee program brochure provides information about the qualifications and business practices of the MRA Advisory Group. If you have any questions about the contents of this brochure, please contact us at 973.917.3905 and/or support@mraadvisory.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about MRA Advisory Group also is available on the SEC’s website at www.adviserinfo.sec.gov. 1  Item 2 Material Changes Since our previous wrap brochure filing on April 9, 2025, we have made the following material changes to this brochure: December 2025 1. We have updated our headquarters office address to 6901 Professional Pky E, Suite 200, Sarasota, FL 2. 34240. Item 10 has been updated to disclose a new outside business activity for one of our management persons and to provide further information on our financial industry activities and affiliations. February 2025 1. Closed our Hauppauge Center location in January 2025 2  Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Services, Fees and Compensation 4 Item 5 Account Requirements and Types of Clients 9 Item 6 Portfolio Selection and Evaluation 9 Item 7 Client Information Provided to Portfolio Managers 16 Item 8 Client Contact with Portfolio Managers 16 Item 9 Additional Information 17 3  Item 4 Services, Fees and Compensation MRA ADVISORY GROUP MRA Advisory Group (“MRA”) was organized in 2017 as a Delaware limited liability company, to provide wealth management and financial planning services to clients. MRA and its affiliates specialize in Comprehensive Financial Planning, fee-based Wealth Management, Risk- based investing, Tax Planning, Tax Preparation, Retirement Planning, Retirement Income Strategies, Business Services, Real Estate Brokerage Services, as well as Insurance Planning and Implementation: life, health, disability and long-term care. These services provided are based on the unique needs of each client. As of December 31, 2024, MRA had the following Regulatory Assets Under Management: • • • $293,619,805 in Discretionary Regulatory Assets Under Management; $ 0 in Non-Discretionary Regulatory Assets Under Management; and $293,619,805 in Total Regulatory Assets Under Management. MRA offers the following service options to clients: 1. Financial Planning Subscription service that includes financial planning starting at $69/month. Subscription includes: ● Dedicated Financial Advisor ● Goal planning and tracking, including personal strategies to help clients achieve their financial goals ● Budgeting support ● Asset allocation/portfolio construction advice for all of your investments ● Investment policy statement and full access to MRA Investment Committee’s portfolio holdings Insurance planning: life, disability, long-term care, auto, home and/or business ● ● Estate planning guidance ● Tax strategy and planning ● Number of meetings/check-ins per year: typically from TWO to FOUR (based on your situation). 2. MRA Wealth Management Program MRA offers two Wealth Management Programs (the “Wealth Management Program”) that combine management and transaction expenses into a single fee: ● WealthBuilder Investing, and ● RetirementBuilder Known as “wrap fee” programs, the Wealth Management Programs provide personalized professional investment management tailored to each client’s needs. 4  What is a “wrap fee” Program? A wrap fee program allows our clients to pay a specified fee for investment advisory services and the execution of transactions. The advisory services include portfolio management and the fee is not based directly upon transactions in your account. Your fee is bundled with our costs for executing transactions in your account(s). This results in a higher advisory fee to you. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we may have an incentive to limit our trading activities in your account(s) because we are charged for executed trades. By participating in a wrap fee program, you may end up paying more or less than you would through a non-wrap fee program where a lower advisory fee is charged, but trade execution costs are passed directly through to you by the executing broker. WealthBuilder Investing The WealthBuilder Investing Program utilizes set of investment portfolios designed to align with a client’s risk tolerance and long-term investment objectives. WealthBuilder Investing is a digital, online investing and planning solution. Clients in the WealthBuilder Investing Program have access to professional investment advice by an MRA Financial Advisor. With a $50,000 minimum to open an account, clients are able to choose to invest using WealthBuilder Investing, which offers a set of risk- based investment portfolios designed to align with our clients’ risk tolerance and long-term investment objectives. MRA does not charge trading commissions for investment accounts. The firm charges an annual investment advisory fee ranging from 0.40% to 2.00% based on service model selection, portfolio complexity and assets under management. For clients with investable assets of $250,000 or less MRA mainly uses Exchange Traded Funds (“ETFs”) to build the Client’s portfolio. For clients with investable assets of more than $250,000 MRA will also use individual stocks, bonds, alternatives and/or private equity. The investment portfolios are based on MRA’s investment methodology, as described below, regarding asset allocation strategies, ongoing portfolio management. MRA charges Private Wealth Advice Program clients an annual investment advisory fee ranging from 0.40% to 2.0% based on service model selection, portfolio complexity and assets under management, as more fully described below. MRA currently maintains multiple model portfolios that are used as the basis for implementing a client’s investment plan. The models range from income, conservative, moderate, moderately aggressive and aggressive, as well as socially responsible themes (when requested). Each portfolio has varying degrees of asset categories and is reviewed with the client prior to implementation and periodically thereafter. Clients may impose restrictions on investing in certain securities or types of securities. Clients may authorize MRA to automatically rebalance their investments on a quarterly basis. For these clients MRA will make appropriate adjustments by buying and selling portfolio securities if the client’s asset allocation deviates by 10% or more from the desired model. MRA will also periodically revise the model portfolios and make corresponding adjustments to client portfolios. At the onset of the Program, clients complete an investor policy statement describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other factors pertinent to their specific financial situations. After an analysis of the relevant information, MRA assists its clients in developing an appropriate strategy for managing their assets. MRA emphasizes continuous and regular account supervision. Depending upon the size of the client’s account, MRA generally creates a portfolio consisting of individual stocks or bonds, exchange traded 5  funds (“ETFs”), options, mutual funds and other public and private securities or investments. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the previously mentioned securities. Each portfolio will be initially designed to meet a particular investment goal, which we determine to be suitable to the client’s circumstances. Each quarter, or as needed, MRA reevaluates portfolios using fundamental and tactical analysis, and rebalances them as necessary. For portfolio risk assessment, the company uses Riskalyze, a software platform that provides investment risk analytics. Based on the risk metrics of each portfolio, the software assigns Risk Number and projects the potential investment outcomes on the upside and downside for investment portfolios. Clients are provided a report containing their Risk Number and its methodology. Projections on potential investment outcomes are no guarantees of outcomes and may only be used as a reference in the investment decision-making process. Clients may impose reasonable restrictions or mandates on the management of their accounts if we determine, in our sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to the Firm’s management efforts. Selection of Other Advisors MRA may direct clients to third-party investment advisers, Betterment LLC. Before selecting other advisers for clients, MRA will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where MRA is recommending the adviser to clients. Sub-advisory Service MRA Advisory may also act as a subadviser to advisers unaffiliated with MRA Advisory. These third-party advisers would outsource portfolio management services to MRA Advisory. This relationship will be memorialized in each contract between MRA Advisory and the third-party advisor. RetirementBuilder • Personalized investment advisory service for certain held away accounts such as 401ks, 403bs, IRAs and annuities. • Clients give MRA discretionary investment management authority over these accounts and MRA utilizes the services of Pontera - a Held Away Order Management System service - to manage and trade these investments on the clients’ behalf. • The Pontera technology platform through which MRA provides financial advisory services to its clients for accounts such as defined contribution plan participant accounts, including 401(k)s. This platform is available to clients at no additional cost. Advisor does not have direct access to the client's login credentials; these are provided directly to Pontera by the client. Clients are given a link to connect their accounts to the platform, enabling Advisor to access account-related data and offer investment advisory services. The use of Pontera is governed by its end-user terms and privacy policy, which clients can review during the signup process. • MRA will make asset allocation and investment decisions subject to the options established by the client’s plan provider. The fee for RetirementBuilder ranges from 0.40% to 2.00% based on assets under management. Fee Payment Options are available. 6  Fee Structure for MRA Wealth Management Program (stand-alone service) MRA’s Investment Management Fee is generally negotiated but may range from 0.40% to 2.00%. The fee is based on the level of assets under management calculated on a monthly basis, according to the following schedule: MRA Fee Schedule (based on assets under management per client household) $0 – 249K $250K - $499K 2.00% 1.50% $500K - $999K $1 Mil - $1,999,999 $2.0 Mil - $2,999,999 $3.0 Mil - $3,999,999 $4.0 Mil - $4,999,999 $5.0 Mil - $5,999,999 $6.0 Mil - $6,999,999 $7.0 Mil - $7,999,999 $8.0 Mil + 1.35% 1.10% 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% 0.40% All fees are negotiable. The fee is payable monthly in arrears and will be debited directly from the client’s account(s) unless the client has made other payment arrangements with MRA. The fee will be calculated based upon the client’s account balance as of the end of the prior calendar month and will be debited from the client’s account on the first business day of the following month. An initial fee will be charged for new accounts that are not open a full month. The initial billing period begins when the client signs the MRA fee agreement and MRA accepts the fee agreement. The initial billing period is adjusted for the number of days remaining in the initial month and will run from the date the assets are received by the custodian through the last business day of the initial month. Fees will be first debited from any free credit cash balance or money market in the client’s account and if there is not enough available, MRA has the discretion to sell securities in order to make cash available for the fee. To calculate the tiered household fee, MRA will use the market value of all assets under management for the client’s household and multiply that amount by the fee % applicable to that tier. The result is then multiplied by an amount equal to the number of calendar days in the applicable month divided by the number of calendar days in the year (365 or 366). Arrangements can be made to deduct one account’s fee portion from another account (i.e. pay the fee for a retirement account from a non- retirement account). If MRA or the client terminates the fee arrangement, a pro-rated fee for the billing period will be calculated for the period beginning on the first date of the billing period through and including the date of termination through the end of the applicable billing and the amount of the pro-rated fee will be deducted from the client’s account. 7  Clients in the RetirementBuilder Program may elect one of the following options to pay the RetirementBuilder Program fee: 1. Custodial Account: The RetirementBuilder fee is (i) calculated on a monthly basis based on the value of assets under management as of the last day of the month, (ii) paid in arrears and (iii) debited directly from another one of the client’s accounts managed by MRA. Accordingly, this option is only available for clients with investment accounts held by one of MRA’s recommended custodians. 2. ACH/Debit Card/Credit Card Payment: The RetirementBuilder fee is calculated on an annual basis, initially based on the value of assets under management at the time of service engagement and adjusted on January 1st every year based on the account value as of December 31st of the prior year. The annual fee is divided into equal monthly installments and is collected, at the client’s discretion, by either ACH, Credit Card or Debit Card. MRA utilizes the services of Stripe to collect fees for RetirementBuilder. With Stripe, clients have access to a portal where they can obtain current and past invoices, process payments and/or terminate the service at their discretion. Although all client’s fees are based on a percentage of the value of assets under management, clients who select the ACH/Debit Card/Credit Card Payment option may pay more or less than other clients for MRA’s management fee because their fee amount is calculated annually rather than monthly. In addition, clients who select the ACH/Debit Card/Credit Card Payment option may also incur fees charged by their bank. If MRA or the client terminates the fee arrangement, a pro-rated fee for the billing period will be calculated for the period beginning on the first date of the billing period through and including the date of termination through the end of the applicable billing and the amount of the pro-rated fee will be deducted from the client’s account. The RetirementBuilder service requires the client to provide account data to us on a regular basis through Ponter. Accordingly, there is a risk that our advice in connection with RetirementBuilder may be impacted to the extent that account data is not available or is inaccurate. To participate in RetirementBuilder, clients must adhere to the privacy policies outlined by Pontera (available at pontera.com). Brokerage Fees and Commissions As described above, clients do not pay separate brokerage commissions or other fees to their Wealth Management Custodian in connection with the MRA Wealth Management Program. However, as described in Item 9 below, the Custodian may receive other revenues in connection with the Wealth Management Program. In addition, clients may incur charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, step-out fees, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions, such as exchange fees to offset fees paid to exchanges and/or regulatory agencies on certain transactions. These fees are not included within the wrap-fee you are charged by our firm. Brokerage arrangements are further described in Item 12 Brokerage Practices, of the Firm’s General Disclosure Brochure. 8  Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to MRA’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to MRA, subject to the usual and customary securities settlement procedures. However, MRA designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. MRA may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications. Subadviser Services Fees MRA may also act as a subadviser to unaffiliated third-party advisers and MRA would receive a share of the fees collected from the third-party adviser’s client. The fees charged are negotiable and will not exceed any limit imposed by any regulatory agency. This relationship will be memorialized in each contract between MRA and the third-party adviser. Subadviser fees may be withdrawn from client’s accounts or clients may be invoiced for such fees, as disclosed in each contract between MRA and the applicable third-party adviser. Item 5 Account Requirements and Types of Clients MRA provides services primarily to individuals and businesses. To open an investment account, a $50,000 minimum per household is required, but this minimum is negotiable at the firm’s discretion.. The typical client has a net worth of at least of $1 million. Item 6 Portfolio Selection and Evaluation WealthBuilder Investing and RetirementBuilder MRA acts as the sponsor and sole portfolio manager of the MRA Wealth Management Program. Clients’ investment portfolios are managed directly by MRA on a discretionary basis. As MRA is the sole portfolio manager a conflict of interest exists because MRA receives the entire management fee and is therefore has an incentive to manage the client’s entire portfolio rather than utilize the services of one or more sub- advisors. MRA, however, believes it can provide overall portfolio management services at a lower price than if it were to utilize the services of one or more sub-advisors. MRA currently maintains multiple model portfolios that are used as the basis for implementing a client’s investment plan. The models range from income, conservative, moderate, moderately aggressive and aggressive. Each portfolio has varying degrees of asset categories and is reviewed with the client prior to implementation and periodically thereafter. The models include investment in individual stocks, bonds, exchange traded funds, closed end funds, preferred and convertible securities, limited partnerships as well as no-load and low-load mutual funds and private investments. The mutual funds which we employ invest in a variety of asset classes including the following: equity securities; corporate bonds; government bonds; notes and bills; commercial paper; and cash equivalents, such as money market accounts and certificates of deposit. Each model can be customized for the client depending on the client’s instructions and risk tolerance. 9  MRA’s Investment Committee meets quarterly to review investment policy and strategy. During the investment committee meeting, there is a review of each investment model that may result in tactical adjustments to each model determined by market and economic conditions. The committee also reviews our core recommendation list of investments, analyzing each individual asset class that supports our investment models. Methods of Analysis for the Private Wealth Advice Program MRA employs the following analytical criteria for the MRA Wealth Management Program to select the funds and securities in its recommended portfolios: i. Past risk-adjusted performance and expense ratios relative to other investments within the same asset class having similar investment objectives. ii. Consistency of performance and rankings over time. iii. The historical volatility and downside risk of each proposed investment. iv. Consistency of investment style and tenure of the portfolio manager. v. How each investment complements the others in the portfolio. vi. Economic conditions and comparisons to other investment opportunities. Each quarter MRA reevaluates portfolios using fundamental and tactical analysis, and rebalances or reallocates them as necessary. For portfolio risk assessment, the company utilizes Riskalyze, a software service that provides risk management analytics for investing. Based on the risk metrics of each portfolio, the software assigns Risk Number and projects the potential investment outcomes on the upside and downside for investment portfolios. Clients are provided with a report containing their Risk Number and its methodology. Projections on potential investment outcomes are no guarantees of outcomes and may be only used as a reference in the investment decision making process. Risk of Loss Past performance is not indicative of future results. Therefore, current and prospective clients should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, bonds, and pooled investment vehicles) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. Clients and prospective clients should be prepared to bear investment loss including loss of original principal. We do not represent to any client, either directly or indirectly, any level of performance or any representation that our professional services will not result in a loss to the Client’s invested assets. We do our very best as an investment adviser to manage risk exposures and to prevent losses; however, losses cannot be prevented in all cases. Below are certain additional risks associated when investing in securities through our investment management program. Separate Accounts • • Market Risk – Any market, whether stocks, bonds, or other asset classes goes up and down as a result of overall market conditions. When markets go down, this can result in a decrease in the value of client investments. This is also referred to as systemic risk. Equity (stock) market risk – Common stocks are susceptible to general stock market 10  • • fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. Fixed Income Risk – When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed- income investors receive set, regular payments that face the same inflation risk. Interest Rate Risk - The value of fixed income investments tends to decline as interest rates rise. As a result, investors who own fixed income investments through pooled vehicles such as ETFs or mutual funds, and investors who seek to sell fixed income investments prior to maturity, may incur losses. • ● ETF and Mutual Fund Risk – When our firm invests in an ETF or mutual fund, it will bear additional expenses based on its pro rata share of the ETFs or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund, including equities, fixed income, commodities, and derivatives on such securities. In addition, EFTs and closed-end mutual funds may trade at a premium or discount to the net asset value of their underlying portfolio securities. As a result, there is a risk that an investment in an ETF or a closed end mutual fund may result in the client paying more for, or selling for less, the portfolio securities, than a direct investment in the underlying securities. This risk, however, is offset by the additional costs of investing directly in the underlying securities. Blockchain ETFs- We will use model portfolios designed to provide investors with indirect exposure to the cryptocurrency space using publicly traded companies and ETFs. The goal for the model portfolio is to benefit from the assets class, without the need to directly purchase the actual cryptocurrency itself. Narrowly focused investments typically exhibit higher volatility. A model portfolio concentrated in a single industry, such as companies actively engaged in blockchain technology may never develop or be able to transact processes that lead to returns for any company in which the model invests. Such investments may be subject to the following risks: Lack of liquid markets, possible manipulation of blockchain-based assets; lack of regulation; third party product defects or vulnerabilities; reliance on the internet, and line of business risk. • • Master Limited Partnerships (“MLPs”) - MLPs are collective investment vehicles, the partnership interests in which are publicly traded on national securities exchanges. MLPs invest primarily in companies within the energy sector that engage in qualifying lines of business, such as natural resource production and mineral refinement. MLPs are therefore subject to the underlying volatility of the energy industry and may be adversely affected by changes to supply and demand, regional instability, currency spreads, inflation and interest rate fluctuations, and environmental risks among other such factors. In addition, MLPs operate as pass- through tax entities, meaning that investors are liable for their pro rata share of the partnership taxes, regardless of the types of accounts where the interests are held. Real Estate Investment Trusts (“REITs”) - REITs are collective investment vehicles, the interests in which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large 11  • • • • • • • fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk. Liquidity Risk – High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client from selling their securities at all, or at an advantageous time or price because MRA and the Client’s broker may have difficulty finding a buyer and may be forced to sell at a significant discount to market value. Some securities (including ETFs) that hold or trade financial instruments may be adversely affected by liquidity issues as they manage their portfolios. Concentration Risk – Portfolios managed by MRA may from time to time be concentrated in a single security, geographic region, or asset class. The value of Client accounts will vary considerably in response to changes in the market value of that individual security, region or asset class. This may result in higher volatility. Foreign Investing and Emerging Markets Risk – Foreign investing involves risks not typically associated with U.S. investments, and the risks may be exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Inflation, Currency, and Interest Rate Risks – Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by MRA may be affected by the risk that currency devaluations affect Client purchasing power. Legislative and Tax Risk – Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations (particularly for ETF securities dealing in natural resources). In certain circumstances, a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Counterparty Risk – Counterparty risk is the risk to MRA that the counterparty to a services contract will not fulfill its contractual obligations. Should the counterparty fail to fulfill its obligations to MRA, clients could potentially incur significant losses and may have access to their accounts and investments limited or restricted. Advisory Risk – There is no guarantee that MRA’s judgment or investment decisions about particular securities or asset classes will necessarily produce the intended results. MRA’s judgment may prove to be incorrect, and a Client might not achieve her investment objectives. In addition, it is possible that we fail to manage our business such that MRA remains a going concern which 12  would be disruptive to our Clients as they would need to find a new investment advisor. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in any or all of the strategies managed by MRA. Prospective Clients should read this entire Form ADV and all accompanying materials provided by MRA before deciding whether to invest with us. In addition, as our investment philosophy develops and changes over time, an investment with MRA may be subject to additional and different risk factors. MRA will promptly amend this Brochure if and when any information regarding its investment risks becomes materially inaccurate. An investment in the Fund involves significant risks not associated with other investment vehicles and is suitable only for persons of adequate financial means who have no need for liquidity in this investment. There can be no assurances or guarantees that (i) the Fund’s investment objectives will prove successful or (ii) Limited Partners will not lose all or a portion of their investment in the Fund. The following is a summary of risks associated with the strategy and methods of analysis used to manage the Fund’s assets. Further detail regarding risks of investment in the Fund may be found in the Fund’s governing documents. ● Limited Operating History. The Fund recently commenced operations and therefore has a ● limited operating history upon which prospective investors may evaluate the Fund’s future performance. Illiquid Investments. Real estate investments, are relatively illiquid. Such illiquidity may limit the Fund’s ability to vary the portfolio of investments in response to changes in economic and other conditions. ● Concentration of Investments. The Fund is not subject to any formal policies regarding diversification and may sometimes concentrate its portfolio holdings in industries, geographic regions or companies which, in light of investment considerations, market risks and other factors, the General Partner believes will provide the best opportunity for attractive risk- adjusted returns in the value of the Fund’s assets. The concentration of the Fund’s portfolio in a small number of investments or in any one industry would subject the Fund to a greater degree of risk with respect to the failure of one or a few of the investments. ● Operating Deficits. The expenses of operating the Fund (including the Management Fee) may exceed its income, thereby requiring that the difference be paid out of the Fund’s capital, reducing the Fund’s investments and potential for profitability. ● ● Follow-On Investments. The Fund may be presented with the opportunity, or may be required, to make additional, “follow-on” investments, and there can be no assurance that the Fund will desire to make follow-on investments or that it will have sufficient funds to do so. Portfolio Investments May be Longer than Term of the Fund. The Fund may make investments that may not be advantageously disposed of prior to the date that the Fund is dissolved. Although the General Partner expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, the General Partner has a limited ability to extend the term of the Fund and therefore may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. ● Risk of Default in Respect of the Fund’s Obligations to One or More Portfolio Investments. The Fund at any time may become in default of its contractual obligations to one or more portfolio investments if the Fund fails to fund any funding obligation in respect of the Fund’s investment in a portfolio Investment. ● Recourse to Fund Assets. The Fund’s assets, including any investments made by the Fund and 13  any funds held by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and not be limited to any particular asset. ● Competition. The investment, real estate, and asset management industries are intensely competitive, and the Fund will compete with a number of private equity funds, specialized investment funds, hedge funds, corporate buyers, traditional asset managers, commercial banks, investment banks and other financial institutions. ● Expedited Transactions. Investment analyses and decisions by the General Partner may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. Therefore, no assurance can be given that the General Partner will have knowledge of all circumstances that may adversely affect an investment. ● Real Estate Risks. The Fund may invest in real property and real estate-related investments including debt secured by real estate assets. Accordingly, the Fund investments may be subject to the risks associated with the real estate industry generally and risks incident to the ownership of real estate, including risks associated with changes in the general economic climate, changes in the overall real estate market, local real estate conditions, adverse changes in the financial conditions of homeowners, buyers and sellers of properties, and tenants of properties, real estate tax rates and other operating expenses, environmental laws and regulations, zoning laws, supply of or demand for competing properties in an area, accelerated construction activity, technological innovations that may dramatically alter space requirements, the availability of financing, changes in interest rates, competition based on rental rates, energy and supply shortages, various uninsured and uninsurable risks and law and government regulations, including federal and state environmental laws, regulations and administrative rulings which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste, and the imposition of joint and several liability on past and present owners of real property for hazardous substance remediation and removal costs, zoning laws and transfer taxes. ● Risks of Environmental Liabilities. Environmental liabilities with respect to a specific real estate asset may exceed the value of such asset, and under certain circumstances, subject the other assets of the Fund to such liabilities. ● Dependence on Third-Parties. Third-party vendors and service providers will provide certain services for mortgage loans. Notwithstanding efforts to implement and enforce strong policies and practices regarding service providers, the Fund may not successfully detect and prevent fraud, incompetence or theft by such service providers. ● Structured Investments. The Fund may invest in entities organized and operated for the purpose of restructuring the investment characteristics of other debt securities. Because the Fund will not own these assets directly, they will not benefit from rights that holders of the assets have, including indemnification and voting rights. Exposure to structured finance securities entails various risks: credit risks, liquidity risks, prepayment risks, interest rate risks, market risks, operations risks, structural risks, geographical concentration risks, basis risks and legal risks. ● Deterioration of Credit Markets. The deterioration of the global credit markets has made it more difficult for investors to obtain favorable financing for their investments. While the dislocation in the sub-prime mortgage market presents certain opportunities, the ability to generate attractive investment returns may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its investments. ● Distressed Investments. The Fund may invest in debt and equity securities, accounts and notes payable, loans, private claims and other financial instruments and obligations of troubled 14  companies that may result in significant returns to the Fund, but which involve a substantial degree of risk. The Fund may lose its entire investment in a troubled company, may be required to accept cash or securities with a value less than the Fund’s investment and may be prohibited from exercising certain rights with respect to such investment. ● U.S. Government Securities. The Fund may invest in U.S. Government securities. These securities are subject to market and interest rate risk. ● Highly Volatile Markets. The prices of financial instruments in which the Fund may invest directly or indirectly can be highly volatile. ● Counterparty and Settlement Risk. To the extent the Fund invests in swaps, derivatives or “synthetic” instruments, repurchase agreements, other over-the-counter transactions or non- U.S. securities or engages in securities lending, the Fund may take a credit risk with regard to parties with which it trades and may also bear the risk of settlement default. ● Custody and Prime Brokerage Risk. There are risks involved in dealing with the custodians or prime brokers who settle Fund trades. Under certain circumstances, including certain transactions where the Fund’s assets are pledged as collateral for leverage from a non-broker- dealer custodian or a non-broker-dealer affiliate of the prime broker, or where the Fund’s assets are held at a non-U.S. prime broker, the securities and other assets deposited with the custodian or broker may not be clearly identified as being assets of the Fund and hence the Fund could be exposed to a credit risk with regard to such parties. In addition, there may be practical or time problems associated with enforcing the Fund’s rights to its assets in the case of an insolvency of any such party. ● Valuation Risks. The determination of fair market value of the Fund’s assets will be based on historical and current market information. Although fair market value determinations will be made in good faith, there can be no assurances that they will prove to be accurate. ● Leverage. When deemed appropriate by the General Partner and subject to applicable regulations, ● the Fund may use leverage (borrowing) in its investment program. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. Interest Rate Risk. Changes in interest rates can have a variety of effects on the investments of the Fund. Fluctuations in domestic and foreign interest rates may change investor appetites with regards to the investments the Fund holds, and as such, the Fund’s performance may be adversely effected. ● Third Party Litigation. The Fund’s investment activities subject it to the normal risks of becoming involved in litigation by third parties. This risk is somewhat greater where the Fund exercises control or significant influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Fund and would reduce amounts distributable to the Fund’s partners. ● Risks Related to Joint Ventures and Partnerships. It is expected that some of the Fund’s investments will be made through joint ventures or partnerships between the Fund or a subsidiary or affiliate of the Fund and other third parties. The investment by the Fund in a joint venture or partnership may under certain circumstances involve risks not otherwise present. For example, there is a possibility that the Fund’s co-venturer or partner in an investment could become bankrupt or insolvent, have economic or business interests or goals that are inconsistent with the business interests of the Fund, or take actions contrary to the instructions or requests of the Fund or contrary to its policies or objectives. 15  The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read the Fund’s governing documents and consult with their own advisers before deciding to invest in the Fund. Performance-Based Fees and Side-By-Side Management MRA does not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of the assets of a client. Because some of our supervised persons manage both accounts that are not charged a performance- based fee and another firm that charges a performance-based fee, they face a conflict of interest because they have an incentive to favor accounts that are charged a performance-based fee. For example, MRA may have an incentive to direct the best investment ideas to an account that pays a performance-based fee or to allocate or sequence trades in favor of the performance fee account. To manage this potential conflict, all accounts are managed in line with the account’s objective and strategy, and portfolios are monitored by our compliance department for consistency with client objectives and restrictions. In addition, we have trade allocation policies and procedures designed to ensure that all clients are treated fairly and equally and to prevent this conflict from influencing the allocation of investment opportunities among clients. Voting of Client Securities MRA does not accept the authority to vote separate account clients’ securities (i.e., proxies) on their behalf. Such clients receive proxies directly from their custodian and may contact the MRA with any questions by calling the number on the cover of this Wrap Fee Brochure. Item 7 Client Information Provided to Portfolio Managers We are required to describe the information about you that we communicate to your portfolio manager(s), and how often or under what circumstances we provide updated information. MRA, as the portfolio manager, for the MRA Wealth Management Program encourages clients to promptly notify the firm if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. MRA communicates with clients on a regular basis as needed to ensure your most current investment goals and objectives are understood and reflected in your portfolio. In most cases, we will communicate such information as part of our investment management meetings with clients. As described above, for clients in the WealthBuilder Investing Program, Betterment’s services require MRA and the Client to provide certain information and preferences provided to Betterment in the IPS. Item 8 Client Contact with Portfolio Managers Clients are always free to directly contact MRA, their portfolio manager, with any questions or concerns they have about their portfolios or other matters. 16  Item 9 Additional Information Under government regulations, we are deemed to have custody of your assets if, for example, you authorize us to instruct your custodian to deduct our advisory fees directly from your account. Betterment Securities maintains actual custody of your assets. Your custodial statements will be sent to you or be made available for you to review on the internet at least quarterly. You should carefully review those statements promptly. Brokerage Practices WealthBuilder Investing ● MRA does not maintain custody of your assets, although we may be deemed to have custody of your assets if you give us authority to withdraw advisory fees from your account (see below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. For clients in the WealthBuilder Investing program, MRA generally recommends that separate account clients utilize the custody, brokerage and clearing services of Raymond James Financial Services (“RJFSFS”), Charles Schwab & Co., Inc. (“CS&Co”),or Altruist. For clients in the RetirementBuilder Program, we require that our clients maintain their current custodian. This service is an investment advisory service for certain held away accounts such as 401ks, 403bs, IRAs and annuities. Clients give MRA discretionary investment management authority over these accounts and MRA utilizes the services of Pontera - Held Away Order Management System service firms- to manage and trade these investments on the clients’ behalf. MRA will make asset allocation and investment decisions subject to the options established by the client’s plan provider. HOW WE SELECT BROKERS/CUSTODIANS We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, most advantageous when compared with other available providers and their services. We consider a wide range of factors, including: ● Capability to execute, clear, and settle trades (buy and sell securities for your account) itself or to facilitate such services. ● Capability to facilitate timely transfers and payments to and from accounts. ● Availability of investment research and tools that assist us in making investment decisions. ● Quality of services. ● Competitiveness of the price of those services and willingness to negotiate the prices. ● Reputation, financial strength, and stability. ● Prior service to us and our other clients. BROKERAGE AND CUSTODY COSTS The brokerage transactions conducted by MRA’s clients comply with MRA’s duty to obtain “best execution.” In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full 17  range of a Financial Institution’s services, including among others, the value of research provided, if any, execution capability, commission rates, and responsiveness. MRA seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Charles Schwab MRA also offers custody, brokerage and clearing services of Charles Schwab & Co., Inc. Advisor Services (Schwab) where its execution services are deemed to be better, particularly for certain clients who are International Clients (neither a US Citizen nor a US resident). Schwab offers these clients a cost effective digital online account opening capability, a mobile app, and ease of doing business that may not be available from other custodians. MRA receives no monetary incentives for conducting business with Schwab. However, MRA benefits from the following services provided by Schwab: Schwab’s trading platform, investment research, digital account opening and servicing. Through Charles Schwab, MRA offers an automated investment program (the “Program”) through which clients are invested in a range of investment strategies we have constructed and manage, each consisting of a portfolio of exchange-traded funds and mutual funds (“Funds”) and a cash allocation. The client may instruct us to exclude up to three Funds from their portfolio. The client’s portfolio is held in a brokerage account opened by the client at Charles Schwab & Co., Inc. (“CS&Co”). MRA uses the Institutional Intelligent Portfolios® platform (“Platform”), offered by Schwab Performance Technologies (“SPT”), a software provider to independent investment advisors and an affiliate of CS&Co., to operate the Program. We are independent of and not owned by, affiliated with, or sponsored or supervised by SPT, CS&Co., or their affiliates (together, “Schwab”). MRA, and not Schwab, are the client’s investment advisor and primary point of contact with respect to the Program. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. We have contracted with SPT to provide us with the Platform, which consists of technology and related trading and account management services for the Program. The Platform enables us to make the Program available to clients online and includes a system that automates certain key parts of our investment process (the “System”). The System includes an online questionnaire that can help us determine the client’s investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that, if we use the online questionnaire, we will recommend a portfolio via the System in response to the client’s answers to the online questionnaire. Or, based on information the client provides to us, we will recommend a portfolio via the System. The client may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but we then make the final decision and select a portfolio based on all the information we have about the client. The System also includes an automated investment engine through which we manage the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). Our fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to CS&Co. as part of the Program. Schwab does receive other revenues, including (i) the profit earned by Charles Schwab Bank, SSB, a Schwab affiliate, on the allocation to the Schwab Intelligent Portfolios Sweep Program described in the Schwab Intelligent Portfolios Sweep Program Disclosure Statement; (ii) investment advisory and/or administrative service fees (or unitary fees) received by Charles Schwab Investment Management, Inc., a Schwab affiliate, from Schwab ETFs™ Schwab Funds® and Laudus Funds® that we select to buy and hold in the client’s brokerage account; (iii) fees received by Schwab from mutual funds in the Schwab Mutual Fund Marketplace® (including certain Schwab Funds and Laudus Funds) in the client’s brokerage account for services Schwab provides; and (iv) remuneration Schwab receives from the market centers where it routes ETF trade orders for execution. 18  ● Schwab has eliminated commissions for online trades of equities, ETFs and options (subject to $0.65 per contract fee). This means that, in most cases, when we buy and sell these types of securities, we will not have to pay any commissions to Schwab. We encourage you to review Schwab’s pricing to compare the total costs of entering into a wrap fee arrangement versus a non-wrap fee arrangement. If you choose to enter into a wrap fee arrangement, your total cost to invest could exceed the cost of paying for brokerage and advisory services separately. To see what you would pay for transactions in a non-wrap account please refer to Schwab’s most recent pricing schedules available at schwab.com/aspricingguide. ● MRA may recommend/require that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (Schwab), a registered broker- dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. The final decision to custody assets with Schwab is at the discretion of the Advisor’s clients, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA account holder. MRA is independently owned and operated and not affiliated with Schwab. Schwab provides MRA with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. ● For MRA client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. ● Schwab also makes available to MRA other products and services that benefit MRA but may not benefit its clients’ accounts. These benefits may include national, regional or MRA specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of MRA personnel by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist MRA in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing 19  information and other market data, facilitate payment of MRA’s fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of MRA’s accounts, including accounts not maintained at Schwab Advisor Services. Schwab Advisor Services also makes available to MRA other services intended to help MRA manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to MRA by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to MRA. While, as a fiduciary, MRA endeavors to act in its clients’ best interests, MRA’s recommendation/requirement that clients maintain their assets in accounts at Schwab may be based in part on the benefit to MRA of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Raymond James Financial Services (RJFS) RJFS provides us with access to its institutional brokerage services – trading, custody, reporting and related services – many of which are not typically available to RJFS’s retail customers. RJFS also makes available various support services. Some of those services help us manage or administer our clients’ accounts while others help us manage and grow our business. RJFS’s support services described below are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. The availability to us of RJFS’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Here is a more detailed description of RJFS’s support services: RJFS’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab Advisor Services include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. RJFS’s services described in this paragraph generally benefit the client and the client’s account. RJFS also makes available to us other products and services that benefit us but may not directly benefit the client or its account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at RJFS. In addition to investment research, RJFS also makes available software and other technology that: ● provide access to client account data (such as duplicate trade confirmations and account statements); ● facilitate trade execution and allocate aggregated trade orders for multiple client accounts; ● provide pricing and other market data; ● facilitate payment of our fees from our clients’ accounts; and ● assist with back-office functions, recordkeeping and client reporting. RJFS also offers other services intended to help us manage and further develop our business enterprise. These services include: 20  ● educational conferences and events ● technology, compliance, legal, and business consulting; ● publications and conferences on practice management and business succession; and ● access to employee benefits providers, human capital consultants and insurance providers. RJFS may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. RJFS may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. RJFS may also provide us with other benefits such as occasional business entertainment of our personnel. The availability of services from RJFS benefits us because we do not have to produce or purchase them. We don’t have to pay for these services, and they are not contingent upon us committing any specific amount of business to RJFS in trading commissions or assets in custody. Altruist Service Altruist is a technology platform that assists MRA in servicing clients enrolled in the MRA Wealth Management service. It includes a front-end experience with a portal where a client can log in on any of their devises including a mobile app to view performance reporting, billing, and portfolio review. Altruist also includes back-end trading and account monitoring. For the benefit of no commissions or transaction fees, fully digital account opening, a large variety of security options and complete integration with software tools, MRA Advisory recommends Altruist Financial LLC, an unaffiliated SEC-registered broker-dealer and FINRA/SIPC member, as the introducing broker to Apex Clearing Corporation, an unaffiliated SEC-registered broker dealer and FINRA/SIPC member, as the clients' custodian. MRA Advisory does not receive any research or other soft-dollar benefit by nature from its relationship with Altruist Financial LLC, nor does MRA Advisory receive any referrals in exchange for using Altruist Financial LLC as a broker dealer. For All Clients MRA periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct MRA in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution, and MRA will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by MRA (as described below). As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MRA may decline a client’s request to direct brokerage if, in MRA sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Transactions for each client generally will be effected independently, unless MRA decides to purchase or sell the same securities for several clients at approximately the same time. MRA may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among MRA clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. 21  Under this procedure, transactions will generally be averaged as to price and allocated among MRA’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that MRA determines to aggregate client orders for the purchase or sale of securities, including securities in which MRA’s Supervised Persons may invest, MRA generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. MRA does not receive any additional compensation or remuneration as a result of the aggregation. In the event that MRA determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, MRA may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Forgivable and Non-Forgivable Loans MRA or its Advisors have no outstanding forgivable loans at present. Disciplinary Information MRA is required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. MRA has entered into a settlement with the SEC regarding alleged violations of Section 206(4) of the Advisers Act and rule 206(4)-1(d) thereunder. The SEC alleged that MRA advertised hypothetical performance on its public website without adopting and implementing policies and procedures reasonably designed to ensure that the hypothetical performance was relevant to the likely financial situation and investment objectives of the intended audience. MRA had relied on compliance consultants to maintain compliance program and procedures. As part of the settlement with the SEC, MRA agreed to pay a civil money penalty. MRA neither admitted nor denied the allegations. Other Financial Industry Activities and Affiliations MRA’s Investment Adviser Representatives are affiliated with Highland Capital Brokerage, Inc. (“Highland”), Madison Brokerage, Ethos Life, and Breeze, which are insurance agencies that offer insurance products including term life, whole life, universal life, disability insurance, and long-term care insurance as well as fixed annuities. In addition, MRA is affiliated with Phoenix Insurance, which offers commercial insurance products, including general liability, errors and omissions, and workers’ compensation. In such capacity, MRA may offer for sale, insurance-related products to investment advisory and non-investment advisory clients of MRA. These insurance products are sold on a commission basis. The recommendation by MRA or MRA’s representatives that a client buy an insurance product presents a conflict of interest, as the receipt of commissions on the sale of insurance products may 22  provide an incentive to recommend insurance products based on commissions to be received, rather than on a particular client’s need. As a result, MRA has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of its clients. In addition, no client is under any obligation to purchase any commission products from MRA or MRA’s representatives. Clients are reminded that they may purchase insurance products recommended by MRA through other non-affiliated insurance agents. Tax and CPA Services As set forth in Item 4 above, MRA offers CPA and tax preparation services through its affiliate, MRA Tax Services, LLC. Individuals provide these services MRA also employs; therefore, MRA will have access to all of a client’s tax-related information. Clients are not required to use MRA’s tax preparation services, and the services may cost more or less than comparable services offered by unaffiliated firms. MRA’s owners receive an economic benefit by referring clients to the services provided by MRA Tax Services, LLC. MRA Capital Partners MRA may refer clients, where suitable, to invest in MRA Capital Partners, LP, which is a Hybrid Private Equity Fund with a focus on delivering investment returns and income from strategic real estate investments and asset-based lending. Individuals employed by MRA manage the Fund’s investments; therefore, MRA will have access to all a client’s information. Clients are not required to invest in MRA Capital Partners, LP, and investing in the Fund may cost more or less than comparable funds offered by unaffiliated firms. As a result, there is a material conflict of interest because MRA’s owners receive an economic benefit by referring clients to invest in MRA Capital Partners, LP. MRA addresses this conflict by disclosing it in writing to prospective MRA Capital Partners, LP. Investors. MRA Transitions Marco Lima is an owner of MRA Transitions, LLC, a company that focuses on the brokerage of businesses on behalf of clients. In this capacity, Mr. Lima may receive compensation from the sale of businesses on behalf of these clients. Clients are not required to engage with MRA Transitions in order to receive the services of MRA Advisory Group. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MRA and persons associated with MRA (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with MRA’s policies and procedures. MRA has adopted a code of ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics"). MRA’s Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non- public information by MRA or any of its associated persons. The Code of Ethics also requires that certain MRA personnel (called “Access Persons") report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public offerings and limited offerings. When MRA is engaging in or considering a transaction in any security on behalf of a client, no Access Person may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) a transaction in that security unless: • the transaction has been completed; 23  • • the transaction for the Access Person is completed as part of a batch trade with clients; or a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated above. MRA may recommend that a client invest in the Fund, so it could potentially earn duplicate fees. To avoid the duplication of fees and the potential for conflicts of interest, MRA does not charge its Investment Management Fee with respect to client assets invested in the Fund. Clients and prospective clients may contact MRA to request a copy of its Code of Ethics. Account Reviews MRA monitors its clients’ investment management portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. Where MRA provides advisory and/or consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by the Partners of MRA. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with the firm and to keep MRA informed of any changes thereto. The firm contacts ongoing separate account investment advisory clients at least annually to review its previous services and recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and General Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for their accounts. Clients may also receive reports from MRA that include relevant account and/or market-related information such as an inventory of account holdings and account performance on a monthly basis or as otherwise agreed upon with the client. Clients should compare the account statements they receive from their custodian with any supplemental reports they receive from MRA and/or the Independent Managers. Fund Investors. Within 120 days after the end of each year, the Fund delivers to its investors that year’s audited financial statements, including a balance sheet, an income statement, and a statement of investors’ capital. An independent accounting firm that is registered with and subject to inspection by the Public Company Accounting Oversight Board audits the Fund’s annual financial statements. Fund investors should review these statements carefully, and if they do not receive audited financial statements in a timely manner, they should contact MRA immediately. Client Referrals and Other Compensation MRA is required to disclose any relationship or arrangement where it receives an economic benefit 24  from a third party (non-client) for providing advisory services. In addition, MRA is required to disclose any direct or indirect compensation that it provides for client referrals. MRA owners receive an economic benefit by referring clients to use the services provided by its affiliated companies: MRA Tax Services, LLC, and MRA Capital Partners, LP. MRA may occasionally refer clients to members of the community such as lawyers and accountants who have made, or may make, referrals to the firm. Consequently, there is the potential for a conflict of interest where MRA makes such referrals. MRA receives a non-economic benefit from RJFS, Betterment and Betterment Securities, Altruist, and Charles Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at those custodians. These products and services, how they benefit us, and the related conflicts of interest are described above. MRA is partnered with GreenPortfolio to utilize their Advisor Matching Service. Through this partnership, GreenPortfolio recommends MRA to potential clients through a vetting process to ensure that the client matches MRA and their investment practices and skills as an investment advisor. MRA does not receive direct economic impact through this partnership. However, if a client decides to work with MRA, the firm will be compensated through the standard management fee. Clients are not charged any other fees for using this service. Financial Information MRA is not required to disclose any financial information pursuant to this Item due to the following: • • ● The firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance; The firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and The firm has not been the subject of a bankruptcy petition at any time during the past ten years. 25