Seagull Lane Asset Management LLC

Seagull Lane Asset Management LLC d/b/a/ Baird Walker Wealth Strategy Group CRD#282566 19671 Beach Blvd. Suite 426 Huntington Beach, CA 92648 Telephone: 714-960-2316 August 28, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Seagull Lane Asset Management LLC. If you have any questions about the contents of this brochure, contact us at 714-960-2316. 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 Seagull Lane Asset Management LLC is available on the SEC's website at www.adviserinfo.sec.gov. Seagull Lane Asset Management LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. This is our initial application for SEC registration. 2  Item 3 Table Of Contents Item 1 Cover Page Item 2 Material Changes Item 3 Table Of Contents Item 4 Advisory Business Item 5 Fees and Compensation Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Page 1 Page 2 Page 3 Page 4 Page 8 Page 11 Page 11 Page 11 Page 16 Page 16 Page 16 Page 17 Page 20 Page 20 Page 20 Page 21 Page 21 Page 21 Page 21 3  Item 4 Advisory Business Description of Firm Seagull Lane Asset Management LLC is a registered investment adviser based in Huntington Beach, California. We are organized as a limited liability company ("LLC") under the laws of the State of California. We have been providing investment advisory services since July 1995, formerly under the name of Michael Coleman, Ph.D. and since August 2016 as Seagull Lane Asset Management LLC. David Walker is the sole owner of the company as of January 2025. Primarily, Seagull Lane Asset Management LLC manages investment accounts for a quarterly management fee for our clients. Seagull Lane Asset Management LLC researches, designs and actively manages a small number of model portfolios for our clients. All accounts under our management are linked by AXOS Advisor Services to one of our models, and when we make a change to that model all accounts linked to that model are changed simultaneously. For certain legacy clients, we have used selected third party advisors, variable annuities with or without income guarantees, mutual funds, asset allocation, fixed annuities and other aggregated financial services. To provide a full range of services to our personal clients, our representatives maintain licenses for brokerage and insurance products. The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Seagull Lane Asset Management LLC and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Portfolio Management Services for Actively Managed Accounts Seagull Lane Asset Management LLC currently offers to our clients two actively managed investment accounts ("model portfolios") for a quarterly management fee. Our services are tailored to meet individual clients' needs and investment objectives. Once you have retained our firm for this service, we will gather information about your financial situation and objectives, and assist you in determining your investment goals, objectives, risk tolerance, and retirement plan time horizon. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. In order to use our service, the client's money must be housed at AXOS Advisor Services. When a client chooses to use one of our models for a portion of their assets, the client grants Seagull Lane Asset Management LLC a limited power of attorney authorizing us to create and manage a discretionary investment account using only no-load, load-waived and institutional class shares of publicly-traded mutual funds, and to transact purchases and sales in that account on their behalf. (To a limited extent, we perform comparable monitoring and risk management services for mutual fund "clones" held in our personal clients' variable annuity products). Wepurchase funds in a very wide variety of asset classes, including, but not limited to, domestic and foreign stock, domestic and foreign bond, and real estate funds. Additionally, by requiring the client to utilize AXOS Advisor Services to be used for securities transactions, our firm is considered to have direction over the commission rates to be paid. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. 4  Through the use of proprietary risk-management disciplines, Seagull Lane Asset Management LLC tracks daily every fund held in client accounts. When a given holding declines enough to give a "sell" signal under our proprietary disciplines, we move all or a portion of that holding into a money market fund as a safe-haven, or we move that money to low volatility mutual fund(s) in a different asset class if the latter asset class appears to be counter-cyclic to the declining trend. When our system gives a "buy" signal, we move assets into the original investment fund(s) unless we have made other choices in the interim. Statement of Investment Goals The investment goals for our managed accounts are: (1) To limit the downside risk of each overall, diversified account to 4%-5% even in a very adverse month or quarter in the investment markets; and (2) Generally, to target an average annual total return of 6%-8% or more after all fees for the Retirement Income Program, and an average annual total return of 6-8% or more after all fees for the Tax Advantaged High Income Program. While there is no assurance that these goals can always be achieved, we believe that they are realistic based on our documented historical performance results with our variable annuity accounts, and the six year documented histories of the Retirement Income and Tax Advantaged High Income Program. However, past performance is in no way an indication of future performance. Investment Programs Seagull Lane Asset Management LLC's current minimum for a new personal client relationship is $100,000 per household. New clients may choose from one of the following investment programs: Retirement Income Program The Retirement Income Program is typically diversified among 3-10 low volatility, high income mutual funds selected (and periodically upgraded) by the Managing Director. The overall asset allocation typically holds a large percentage of high yield corporate bond funds, and/or preferred stock funds, when they appear to be in an uptrend, and switches to money market funds or funds in other asset classes during times of high negative volatility. However, the specific fund holdings can change at any time. This program is designed for preserving assets and generating high retirement income. Tax Advantaged High Income Program The Tax Advantaged High Income Program is concentrated in 1-5 high yield municipal bond mutual funds when they are in an uptrend. The fund(s) are monitored daily and the specific funds and their number can be periodically upgraded by the Managing Director. When our proprietary signals indicate the beginning of a downtrend, the municipal bond assets will be switched to money market funds as a safe-haven or to funds in other low volatility asset classes if the latter asset classes appear to be counter-cyclic to the trend of municipal bond funds. Variable Annuity Investment Management Services We provide supervisory management services solely to our personal clients that consist of the continuous monitoring of client annuity portfolios. Under these services, we will review, analyze, recommend, develop plan(s) concerning, and supervise the allocations of your sub-accounts in specified Variable Annuity contract(s). The review, analysis, recommendations, and subsequent actions by our firm shall be to optimize the subaccounts within your limitations of the investment objectives, strategies, and risk tolerances. Seagull Lane Asset Management LLC shall have power and authority as your agent to make changes to any of your sub-accounts at our discretion, and without obtaining your confirmation prior to any proposed action. You and Seagull Lane Asset Management 5  LLC understand that this discretionary authority is limited to subaccounts of variable contract investments ONLY in accounts specified in the agreement for services executed between you and Seagull Lane Asset Management LLC. Limited discretionary authority does not include the withdrawal of funds and/or securities from the account. Notwithstanding limited discretionary authority, Seagull Lane Asset Management LLC will manage the account with your investment mandates and subject to the reasonable guidelines and/or restrictions (if any) that you can provide in writing to our firm. Such guidelines and restrictions can be amended or supplemented from time to time by written agreement of the parties. There will be no additional advisory fees for this service. You are aware that our representatives are being compensated by the Variable Annuity Company via a servicing fee or trail commission. Either party can terminate the services agreement by providing written notice to the other party. Selection of Other Advisers To a limitted number of legacy clients, Seagull Lane had recomended the use of services of a third- party investment adviser to manage all, or a portion of, the client's investment portfolio. We have entered into agreements with the following third-party investment advisers: Ocean Park Asset Management, Inc., among others. Under these agreements, we have refered clients to various types of programs offered by these third-party investment managers. All third-party investment advisers to whom we refer clients must be a licensed investment adviser with one or more States or a registered investment adviser with the Securities and Exchange Commission. Such recommendations are no longer offered to to new or prospecitve clients at this time. Under such arrangements, it is our objective to align you with the appropriate third-party investment adviser(s) to allow you to capitalize on opportunities that can strengthen or enhance your personal portfolio/wealth. Our firm will not manage or obtain investment discretion or trading authority over the assets in these third-party account(s). However, we will monitor the performance of the third party adviser(s) to ensure their performance remains aligned with your investment goals and objectives. As required, on a non-discretionary basis (meaning specific client consent must be granted prior to reallocation of your assets), we will recommend reallocation of those assets to other third party advisers or to one of our model portfolios. We receive compensation pursuant to our agreement with the third-party adviser for introducing these clients to the third-party adviser and for certain ongoing services we provide. Ocean Park Asset Management, Inc. shares half of the fees they charge clients with us. Client fees are not increased as a result of us receiving referral fees from Ocean Park Asset Management. Ocean Park Asset Management, Inc.'s annual fee schedule is listed in Item 5, Fees and Compensation. Because we receive compensation from the third-party advisers for referring clients, and because such compensation differs depending upon the third-party adviser selected, we have an incentive to recommend one of these third-party advisers over other third-party advisers with whom we has less favorable compensation arrangements. If you are referred to a third-party investment adviser, you will receive full disclosure, including services rendered and fee schedules, at the time of the referral, by delivery of a copy of the relevant third-party investment adviser's Form ADV Part 2 or equivalent disclosure document. You will sign an advisory agreement with the third-party adviser selected. Either party in accordance with the provisions of those agreements can terminate the advisory relationship. We will contact you at least quarterly, to review any changes in your financial situation, needs or investment objectives, as well as the performance of the programs managed by the third-party investment adviser. We are also available for consultation during normal business hours. 6  Financial Planning Services We offer financial planning services which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. These services can range from broad-based financial planning to consultative or single subject planning. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm. Wrap Fee Programs We do not participate in any wrap fee program. Types of Investments We primarily offer advice on mutual funds and separately managed accounts. Additionally, we advise you on various types of investments based on your stated goals and objectives. We also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Refer to the Methods of Analysis, Investment Strategies and Risk of Loss below for additional disclosures on this topic. IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. 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 and/or the Internal Revenue Code, as applicable, which are laws governing 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: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and 7  • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management As of December 31, 2025, we provide continuous management services for $193,135,000 in client assets on a discretionary basis, and $14,799,000 in client assets on a non-discretionary basis. Item 5 Fees and Compensation Portfolio Management Services Our fee for portfolio management services is based on a percentage of the assets in your account and is set forth in the following annual fee schedule: Annual Fee Schedule Assets Under Management Annual Fee $0 - $500,000 1.65% $500,001 - $1,000,000 1.50% $1,000,001 - $10,000,000 1.00% $10,000,001 and above 0.80% Our annual portfolio management fee is billed and payable, quarterly in advance, based on the balance at end of billing period. Our fees are not negotiable. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, in arrears, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. At our discretion, we can combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we can combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values increases the asset total, which results in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. • We send you an invoice showing the amount of the fee, the value of the assets on which the fee is based, the time period covered by the fee, and the specific manner in which the fee was 8  calculated. • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian call our main office number located on the cover page of this brochure. You can terminate the portfolio management agreement upon written notice. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Financial Planning Services We charge a fixed fee for financial planning services, which generally ranges between $4,500 - $50,000. The fee is negotiable depending upon the complexity and scope of the plan, your financial situation, and your objectives. We do not require you to pay fees six or more months in advance. Should the engagement last longer than six months between acceptance of financial planning agreement and delivery of the financial plan, any prepaid unearned fees will be promptly returned to you less a pro rata charge for bona fide financial planning services rendered to date. Our financial planning fees are negotiable at the firm's discretion and payableunder the following schedule: the first half of the estimated fee is due in advance of services rendered with the remaining balance payable upon completion of the contracted services. We will not require prepayment of a fee more than six months in advance and in excess of $1,200. At our discretion, we may offset our financial planning fees to the extent you implement the financial plan through our Portfolio Management Service. You may terminate the financial planning agreement upon to our firm. If you have pre-paid financial planning fees that we have not yet earned, you will receive a prorated refund of those fees. If financial planning fees are payable in arrears, you will be responsible for a prorated fee based on services performed prior to termination of the financial planning agreement. Selection of Other Advisers For certain legacy clients, our firm recommended the use of services of a third-party investment adviser to manage all, or a portion of, the investment portfolio. We have entered into agreements with the following third-party investment advisers: Ocean Park Asset Management, Inc.. At this time, the use of third-party advisers is not recommended and otherwise closed to new clients. Ocean Park Asset Management, Inc.'s fee is billed and payable, quarterly in advance, based on the balance at end of billing period. Ocean Park Asset Management, Inc. shares half of the fees they charge clients with us. Client fees are not increased as a result of us receiving referral fees from Ocean Park Asset Management and are not charged any other management fee by us. Ocean Park Asset Management, Inc.'s annual fee schedule is listed below. 9  Annual Fee Schedule Assets Under Management Annual Fee For the first $500,000 2.40% For the second $500,000 1.80% $1,000,000+ 1.20% For legacy clients already engaged with Ocean Park, you may have signed into an agreement directly with Ocean Park. You can terminate your advisory relationship with Ocean Park according to the terms of your agreement. You should contact Ocean Park directly for questions regarding your advisory agreement. Additional Fees and Expenses As part of our investment advisory services to you, we invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. Please refer to the Brokerage Practices section below for additional disclosures on this topic. Compensation for the Sale of Securities or Other Investment Products Representatives of our firm are also registered representatives with United Planners Financial Services of America, L.P. ("United Planners"), a securities broker-dealer, and a member of the FINRA and the Securities Investor Protection Corporation. In this capacity as a registered representative, they will receive commission-based compensation in connection with the purchase and sale of securities or other investment products, including asset- based sales charges, service fees or 12b-1 fees for the sale or holding, of mutual funds. Compensation earned in this capacity as a registered representative is separate and in addition to advisory fees paid to our firm for the provision of investment advisory services. This practice presents a conflict of interest because we have an incentive to recommend investment products based on the compensation received rather than solely based on your needs. We can select or recommend, and in some instances select or recommend, mutual fund investments in share classes that pay 12b-1 fees when clients are eligible to purchase share classes of the same funds that do not pay such fees and are less expensive. This presents a conflict of interest. You are under no obligation, contractually or otherwise, to purchase securities products through our representatives. We do not charge our advisory fee for any products which pay use commissions charged by United Planners. We have a fiduciary duty to act in our client's best interest including the duty to seek best execution. Therefore, our mutual fund selection and recommendation process takes into consideration several factors in order to meet this requirement. See the Brokerage Practices section for additional information on our mutual fund share class selection process. 10  From time to time, we can recommend that you purchase variable annuities to be included in your investment portfolio(s). Persons providing investment advice on behalf of our firm may earn commissions on the sale of the variable annuities in his or her capacity as a registered representative of United Planners. If these persons earn commission on the sale of variable annuities recommended to you, we will not include the annuity accounts in the total value used for our advisory billing/fee computation because we do not charge a fee for managing the annuity accounts. Annuities will be purchased for your account only after you receive a prospectus disclosing the terms of the annuity. You are under no obligation, contractually or otherwise, to purchase variable annuities through any person affiliated with our firm. Representatives of our firm are also licensed as independent insurance agents. Representatives will earn commission-based compensation for selling insurance products, including insurance products he sells to you. Insurance commissions earned are separate and in addition to advisory fees. This practice presents a conflict of interest because we have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase insurance products through our representatives. Item 6 Performance-Based Fees and Side-By-Side Management We do not accept performance-based fees or participate in side-by-side management. Performance- based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance- based fees. Our fees are calculated as described in the Fees and Compensation section above, and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your advisory account. Item 7 Types of Clients We offer investment advisory services to individual clients, including high net worth individuals. For new personal client accounts, the initial minimum is $100,000 in funds and/or securities. We may waive this requirement in our sole discretion, for example, if you appear to have significant potential for increasing assets under management. We may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Charting Analysis - involves the gathering and processing of price and volume pattern information for a particular security, sector, broad index or commodity. This price and volume pattern information is analyzed. The resulting pattern and correlation data is used to detect departures from expected performance and diversification and predict future price movements and trends. 11  Risk: Our charting analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Technical Analysis - involves studying past price patterns, trends and interrelationships in the financial markets to assess risk-adjusted performance and predict the direction of both the overall market and specific securities. Risk: The risk of market timing based on technical analysis is that our analysis may not accurately detect anomalies or predict future price movements. Current prices of securities may reflect all information known about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical Analysis - a type of technical analysis that involves evaluating recurring price patterns and trends. Economic/business cycles may not be predictable and may have many fluctuations between long-term expansions and contractions. Risk: The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Modern Portfolio Theory - a theory of investment which attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully diversifying the proportions of various assets. Risk: Market risk is that part of a security's risk that is common to all securities of the same general class (stocks and bonds) and thus cannot be eliminated by diversification. Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. 12  Short-Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short- term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short-term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. When invested with a Third Party Money Manager, we will not perform quantitative or qualitative analysis of individual securities. Instead, we will advise you on how to allocate your assets among various classes of securities or third party money managers. In these instances, we primarily rely on investment model portfolios and strategies developed by the third party money managers and their portfolio managers. We may replace/recommend replacing a third party money manager if there is a significant deviation in characteristics or performance from the stated strategy and/or benchmark. Tax Considerations Our strategies and investments may have unique and significant tax implications. We generally take tax efficiency into consideration in the management of your assets. Nonetheless, regardless of your account size or any other factors, we recommend that you consult with a tax professional prior to and throughout the investing of your assets. Moreover, custodians and broker-dealers must report the cost basis of equities acquired in client accounts on or after January 1, 2011. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. If your tax advisor believes another accounting method is more advantageous, provide written notice to our firm immediately and we will alert your account custodian of your individually selected accounting method. Please note that decisions about cost basis accounting methods will need to be made before trades settle, as the cost basis method cannot be changed after settlement. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or investment strategies/methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential losses. The following risks may not be all-inclusive, but should be considered carefully by a prospective client 13  before retaining our services. Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer's securities held by a client. Inflation and Interest Rate Risk: 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 a client's future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired, or are nearing retirement. Recommendation of Particular Types of Securities We primarily recommend mutual funds and separately managed accounts. However, we may advise on other types of investments as appropriate for you since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, better established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open 14  end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. Variable Annuities: A variable annuity is a form of insurance where the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single-payment annuity) or a series of regular payments (regular- payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate and the remainder of the funds accumulated forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities, pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such as mortality and expense risk charges; administrative fees; underlying fund expenses; and charges for special features, all of which can reduce the return. Earnings in a variable annuity do not provide all the tax advantages of 401(k)s and other before-tax retirement plans. Once the investor starts withdrawing money from their variable annuity, earnings are taxed at the ordinary income rate, rather than at the lower capital gains rates applied to other non-tax-deferred vehicles which are held for more than one year. Proceeds of most variable annuities do not receive a "step-up" in cost basis when the owner dies like stocks, bonds and mutual funds do. Some variable annuities offer "bonus credits." These are usually not free. In order to fund them, insurance companies typically impose mortality and expense charges and surrender charge periods. In an exchange of an existing annuity for a new annuity (so-called 1035 exchanges), the new variable annuity may have a lower contract value and a smaller death benefit; may impose new surrender charges or increase the period of time for which the surrender charge applies; may have higher annual fees; and provide another commission for the broker. Money Market Funds: A money market fund is technically a security. The fund managers attempt to keep the share price constant at $1/share. However, there is no guarantee that the share price will stay at $1/share. If the share price goes down, you can lose some or all of your principal. The U.S. Securities and Exchange Commission ("SEC") notes that "While investor losses in money market funds have been rare, they are possible." In return for this risk, you should earn a greater return on your cash than you would expect from a Federal Deposit Insurance Corporation ("FDIC") insured savings account (money market funds are not FDIC insured). Next, money market fund rates are variable. In other words, you do not know how much you will earn on your investment next month. The rate could go up or go down. If it goes up, that may result in a positive outcome. However, if it goes down and you earn less than you expected to earn, you may end up needing more cash. A final risk you are taking with money market funds has to do with inflation. Because money market funds are considered to be safer than other investments like stocks, long-term average returns on money market funds tends to be less than long term average returns on riskier investments. Over long periods of time, inflation can eat away at your returns. Municipal Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. 15  Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Item 9 Disciplinary Information Seagull Lane Asset Management LLC has been registered and providing investment advisory services since 2016. Neither our firm, nor its management have ever been subject to any criminal or civil actions, administrative proceedings, or self-regulatory organization (SRO) proceedings. Item 10 Other Financial Industry Activities and Affiliations Industry Affiliations Neither the firm nor any of our management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Registrations with Unaffiliated Entities David Walker is a dually registered Investment Adviser Representative and registered representative with United Planners Financial Services of America (CRD#:20804), a registered investment adviser and securities broker-dealer, member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Please refer to the Fees and Compensation section above for additional disclosures on this topic as well as the individual's ADV Part 2B Disclosure Brochure Supplement. Insurance Agent David Walker is also licensed as an independent insurance agent. He will earn commission-based compensation for selling insurance products, including insurance products he sells to you. Please refer to the Fees and Compensation section above for additional disclosures on this topic as well as the individual's ADV Part 2B Disclosure Brochure Supplement. Recommendation of Other Advisers For existing clients, and based on your needs and suitability, we may continue to recommend that you use a third party adviser ("TPA") to manage a portion of, or your entire investment portfolio. We will receive compensation from the TPA for recommending that you use their services. These compensation arrangements present a conflict of interest because we have a financial incentive to recommend the services of the TPA. Seagull Lane no longer offers this recommendaiton for new clients. That stated, you are not obligated, contractually or otherwise, to use the services of any TPA we recommend. We do not have any other business relationships with the recommended TPA(s). Refer to the Advisory Business section above for additional disclosures on this topic. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Our goal is to protect your interests at all times and to demonstrate our commitment to our 16  fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about you or your account holdings by persons associated with our firm. Clients or perspective clients may contact our firm at (714) 960-2316 to request a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure. Personal Trading Practices Our firm or persons associated with our firm can buy or sell the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. As such, we have adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or be in conflict with client interests, as discussed above in this section. Item 12 Brokerage Practices The Custodian and Brokers We Use We recommend the brokerage and custodial services of United Planners' Financial Services of America, LP ("United Planners") and AXOS Advisor Services ("AXOS"), registered broker- dealers, members SIPC, as the qualified custodian(s). Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. In recognition of the value of the services the Custodian provides, you may pay higher commissions and/or trading costs than those that may be available elsewhere. Our selection of custodian is based on many factors, including the level of services provided, the custodian's financial stability, and the cost of services provided by the custodian to our clients, which includes the yield on cash sweep choices, commissions, custody fees and other fees or expenses. We seek to recommend a custodian/broker that will hold your assets and execute transactions on terms that are, overall, the most favorable compared to other available providers and their services. We consider various factors, including: • Capability to buy and sell securities for your account itself or to facilitate such services. • The likelihood that your trades will be executed. • Availability of investment research and tools. • Overall quality of services. • Competitiveness of price. • Reputation, financial strength, and stability. • Existing relationship with our firm and our other clients. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements. 17  Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision- making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms, and are not considered to be paid for with soft dollars. However, you should be aware that the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amounts another broker who did not provide research services or products might charge. We may receive other benefits, such as educational and/or social events, gratis or discounted attendance at conferences or seminars, or other products that we would not receive if we did not offer investment advice. Certain of these support services may assist our firm in managing and administering client accounts. Others do not directly provide such assistance, but rather assist our firm in the management and further develop of our business enterprise. We do not make any corresponding commitment to invest any specific amount or percentage of client assets in any specific mutual funds, securities or other investment products as a result of the above arrangement. United Planners Disclaimers: Under the rules and regulations of Financial Industry Regulatory Authority (FINRA), United Planners Financial Services of America (United Planners) has obligations to maintain records and perform other functions regarding certain aspects of the investment advisory activities of its registered representatives in relation to certain advisory accounts for which its registered representatives provide investment advice. In order to fulfill its obligations, United Planners has established a list of approved Third Party Custodians (TPC) and Third Party Money Managers (TPMM) and it has arranged to obtain the required cooperation from them to ensure the business is properly structured. Therefore, these TPCs and TPMMs may be utilized for accounts directly advised by registered representatives of United Planners who are investment advisor representatives of a registered investment advisor other than United Planners. In most instances, United Planners will collect (commonly referred to as a "paying agent") the investment advisory fee remitted to the investment advisor by the TPC or TPMM. United Planners will retain a portion of the investment advisory fee as an assessment to the investment advisor (not the client) for the functions United Planners is required effectuate pursuant to FINRA rules. The United Planners assessment to the investment advisor has no impact to execution or brokerage charges to the client or the investment advisory fee the client has agreed to pay the investment advisor pursuant to the client's advisory agreement. In certain situations, and when applicable, a portion of the United Planners assessment may be reallowed to other registered representatives of United Planners who are also responsible for the supervision of other registered representatives and who assist United Planners with their oversight responsibilities. 18  Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Directed Brokerage Our firm does not permit clients to direct brokerage beyond United Planners or AXOS. Our firm's representatives are subject to applicable rules that restrict us from conducting securities transactions away from United Planners unless United Planners. Therefore, our firm is generally limited to conducting securities transactions through United Planners. It may be the case that United Planners charges higher transactions costs and/or custodial fees than another broker charges for the same types of services. If transactions are executed though United Planners, our representatives (in their separate capacity as a registered representative of United Planners) may earn commission-based compensation as result of placing the recommended securities transactions through United Planners. This practice presents a conflict of interest because we have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on your needs. You may utilize the broker-dealer of your choice and have no obligation to purchase or sell securities through such broker as, we recommend. However, if you do not use United Planners, we may not be able to accept your account. Please see the Fees and Compensation section in this brochure for more information on the compensation received by registered representatives who are affiliated with our firm. While we require that you use United Planners or AXOS as custodian/broker, you will decide whether to do so and will open your account with the custodian by entering into an account agreement directly with them. We do not open the account for you, although we typically assist you in doing so. If you do not wish to place your assets with United Planners or AXOS, then we cannot manage your account. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. Block Trades We do not combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading") because we primarily invest in mutual funds which do not trade in blocks. That stated, transactions for each client generally will be effected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. In the event that clients hold other types of securities, we may, but are not obligated to, combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "aggregated trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally, participating accounts will pay a fixed transaction cost regardless of the number of shares transacted. In certain cases, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs on any given day. In the event an order is only partially filled, the shares will be allocated to participating accounts in a fair and equitable manner, typically in proportion to the size of each client's order. Accounts owned by our firm or persons associated with our firm may participate in aggregated trading with your accounts; however, they will not be given preferential treatment. We may combine multiple orders for shares of the same securities purchased for discretionary accounts; however, we do not combine orders for non-discretionary accounts. Accordingly, non- discretionary accounts may pay different costs than discretionary accounts pay. If you enter into non- 19  discretionary arrangements with our firm, we may not be able to buy and sell the same quantities of securities for you and you may pay higher commissions, fees, and/or transaction costs than clients who enter into discretionary arrangements with our firm. Item 13 Review of Accounts David Walker, Managing Member, Chief Compliance Officer, and Investment Adviser Representative of Seagull Lane Asset Management LLC will monitor your accounts on an ongoing basis and will conduct account reviews at least quarterly, to ensure the advisory services provided to you are consistent with your investment needs and objectives. Additional reviews may be conducted at your request, or based on various triggering circumstances, including, but not limited to, contributions and withdrawals, year-end tax planning, changes in economic conditions, or changes in your financial situation, risk tolerance or objectives. You are encouraged to discuss your needs, goals, and objectives with our firm, and to keep us informed of any changes in this information. You will receive trade confirmations and monthly or quarterly statements from your account custodian(s). If available, such information may be accessed online. We will not provide you with additional or regular written reports in conjunction with account reviews. Item 14 Client Referrals and Other Compensation As disclosed under the Fees and Compensation section in this brochure, persons providing investment advice on behalf of our firm are registered representatives with United Planners, a securities broker- dealer, and is separately licensed as an insurance agent. Please refer to the Fees and Compensation section above for additional disclosures on this topic. We do not receive any undisclosed compensation from any third party in connection with providing investment advice to you nor do we compensate any individual or firm for client referrals. Please refer to the Other Financial Industry Activities and Affiliations section for additional disclosures related to compensation received from TPA's. Refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with your account custodian. Item 15 Custody As paying agent for our firm, your independent custodian will directly debit your account(s) for the payment of our advisory fees. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will receive account statements from the qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. We will also provide statements to you reflecting the amount of the advisory fee deducted from your account. You should compare our statements with the statements from your account custodian(s) to reconcile the information reflected on each statement. If you have a question regarding your account statement, or if you did not receive a statement from your custodian, contact us immediately at the telephone number on the cover page of this brochure. 20  Item 16 Investment Discretion Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement and the appropriate trading authorization forms. You may grant our firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. We do not permit clients to impose any restrictions on a grant of discretionary authority. Our discretionary services are limited to: (1) mutual funds, and/or (2) variable annuity sub-accounts. In providing these services, we will direct the allocation of your assets among mutual funds and/or the various mutual fund subdivisions that comprise the variable annuity product. Please refer to the Advisory Business section above for more information on discretionary management services. As we require clients to direct brokerage to either United Planners or AXOS, the firm has discretionary authority to determine the broker or dealer to be used for a purchase or sale of securities for a client's account and commission rates to be paid to a broker or dealer for a client's securities transactions. If your account is held at United Planners, the purchase or sale of securities will be executed through United Planners. Similarly, if your account is held at AXOS, trades will be executed through AXOS. Item 17 Voting Client Securities Without exception, we will not vote proxies on behalf of your advisory accounts. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitations to vote proxies. If you have any questions, please contact us at the phone number or email address listed on the cover page of this brochure or reach out directly to your adviser. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our contractual commitments to you. We do not take physical custody of client funds or securities, or serve as trustee or signatory for client accounts, and, we do not require the prepayment of more than $1,200 in fees six or more months in advance. Therefore, we are not required to include a financial statement with this brochure. We have not filed a bankruptcy petition at any time in the past ten years. Item 19 Requirements for State-Registered Advisers We are a federally registered investment adviser; therefore, we are not required to respond to this item. 21