VALTRION CAPITAL MANAGEMENT, LLC

Disclosure Brochure December 17, 2025 VALTRION CAPITAL MANAGEMENT, LLC a Registered Investment Adviser 701 Cool Springs Blvd, Suite 340 Franklin, TN 37067 (833) 856-2088 http:// www.valtrioncapital.com This brochure provides information about the qualifications and business practices of Valtrion Capital Management, LLC (hereinafter “VCM” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training.  Disclosure Brochure Item 2. Material Changes In this Item, VCM is required to discuss any material changes that have been made to the brochure since the last annual amendment dated March 27, 2025. Page | 2 © MarketCounsel 2025  Disclosure Brochure Item 3. Table of Contents Item 2. Material Changes .............................................................................................................................................. 2 Item 3. Table of Contents ............................................................................................................................................. 3 Item 4. Advisory Business ............................................................................................................................................ 4 Item 5. Fees and Compensation .................................................................................................................................. 10 Item 6. Performance-Based Fees and Side-by-Side Management .............................................................................. 14 Item 7. Types of Clients ............................................................................................................................................. 14 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 15 Item 9. Disciplinary Information ................................................................................................................................ 21 Item 10. Other Financial Industry Activities and Affiliations .................................................................................... 21 Item 11. Code of Ethics .............................................................................................................................................. 23 Item 12. Brokerage Practices ...................................................................................................................................... 24 Item 13. Review of Accounts ..................................................................................................................................... 27 Item 14. Client Referrals and Other Compensation .................................................................................................... 28 Item 15. Custody......................................................................................................................................................... 29 Item 16. Investment Discretion ................................................................................................................................... 29 Item 17. Voting Client Securities ............................................................................................................................... 30 Item 18. Financial Information ................................................................................................................................... 30 Page | 3 © MarketCounsel 2025  Disclosure Brochure Item 4. Advisory Business VCM offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to VCM rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with VCM setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). VCM has been registered as an investment adviser since 2022 and owned by Valtrion, LLC which is majority owned by Luna Capital Partners, Inc. (56%) and Galdamez Capital Group, Inc. (27%). As of December 31, 2024, VCM had 143,588,939 assets under management, all of which was managed on a discretionary basis. While this brochure generally describes the business of VCM, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on VCM’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services VCM’s financial planning and consultant services are comprised of five types of plans: Solo Plan, Family Plan, Retirement Plan, Executive Plan, and Entrepreneur Elite Plan. However, VCM may provide standalone financial planning and consulting services separate from or in addition to our five types of plans. Solo Plan: VCM’s Solo Plan can include: Financial Statements, Insurance Analysis, Retirement Analysis, Risk Analyses, Asset Allocation Review, and Emergency Account Analysis. If a client re-subscribes to the service, they will receive an annual review of the plan and any applicable updates as necessary. The Solo Plan category is reserved for planning for one person. If an individual is married or wishes to include more than one person on the plan, then they will be required to select the Family Plan or Retirement Plan. If elected, Solo Plan planning clients are offered the following service(s). These services are optional and made available to clients. Clients may decline each element of this service: • One quarterly virtual group meeting with our investment adviser representatives to discuss general market commentary and education. • One quarterly virtual group meeting to discuss general financial education and commentary from members of our planning team. • Unlimited email access and communication to our financial planners related to their financial plan. Page | 4 © MarketCounsel 2025  Disclosure Brochure Family Plan: VCM’s Family Plan can include: Financial Statements, Insurance Analysis, Retirement Analysis, Risk Analyses, Asset Allocation Review, and Emergency Account Analysis. The Family Plan is to be used when planning for more than one person. If a client re-subscribes to the service, they will receive an annual review of the plan and any applicable updates as necessary. If elected, the Family Plan clients are offered the following service(s). These services are optional and made available to clients. Clients may decline each element of this service: • One quarterly virtual group meeting with our investment adviser representatives to discuss general market commentary and education. • One quarterly virtual group meeting to discuss general financial education and commentary from members of our planning team. • Unlimited email access and communication to our financial planners related to their financial plan. Retirement Plan: The Retirement Plan can include Financial Statements, Insurance Analysis, Retirement Analysis, Risk Analyses, Asset Allocation Review, Budget Analysis, Social Security Maximization Analysis and Emergency Account Analysis. The Retirement Plan is to be used when someone is at or near retirement and planning will be done for one person or a family. If elected, the Retirement Plan clients are offered the following service(s). These services are optional and made available to clients. Clients may decline each element of this service: • One quarterly virtual group meeting with our investment adviser representatives to discuss general market commentary and education. • One quarterly virtual group meeting to discuss general financial education and commentary from members of our planning team. • Unlimited email access and communication to our financial planners related to their financial plan. Page | 5 © MarketCounsel 2025  Disclosure Brochure Executive Plan: VCM’s Executive Plan can include: Financial Statements, Insurance Analysis, Retirement Analysis, Risk Analyses, Asset Allocation Review, and Emergency Account Analysis. The Executive Plan can be used by one person or a family. VCM’s Executive Plan category is reserved for clients with equity compensation. As part of this service, the client can expect to receive education and guidance on RSU, ISO, NSO, ESPP; education on tax implications of equity compensation; schedule of important dates related to equity compensation and Rule 10b5-1 guidance. If elected, the Executive Plan clients are offered the following service(s). These services are optional and made available to clients. Clients may decline each element of this service: • One quarterly virtual group meeting with our investment adviser representatives to discuss general market commentary and education. • One quarterly virtual group meeting to discuss general financial education and commentary from members of our planning team. • Unlimited email access and communication to our financial planners related to their financial plan. Entrepreneur Elite Plan: VCM’s Entrepreneur Elite Plan can include: Financial Statements, Insurance Analysis, Retirement Analysis, Risk Analyses, Asset Allocation Review, and Emergency Account Analysis. The Entrepreneur Elite Plan may be used by one person or a family. VCM’s Entrepreneur Elite Plan category is reserved for clients that want to incorporate their business into their personal financial plan. As part of this service, clients can expect to receive Corporate Risk Analysis, Company Retirement Plan and Benefit Review, Corporate Insurance Review, and Quarterly Accountability Meetings. If elected, the Entrepreneur Elite Plan clients are offered the following service(s). These services are optional and made available to clients. Clients may decline each element of this service: • One quarterly virtual group meeting with our investment adviser representatives to discuss general market commentary and education. • One quarterly virtual group meeting to discuss general financial education and commentary from members of our planning team. Page | 6 © MarketCounsel 2025  Disclosure Brochure • Unlimited email access and communication to our financial planners related to their financial plan. In performing these services, VCM is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. VCM recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage VCM or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by VCM under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising VCM’s recommendations and/or services. Asset Management Services VCM’s asset management services are comprised of two services: Total Wealth Asset Management and Total Access Asset Management. VCM also offers a Portfolio Review Service in which the Firm will review and recommend an appropriate asset allocation. Total Access Asset Management: As part of VCM’s Total Access Asset Management service, a portfolio is created, consisting of exchange traded funds (“ETFs”). Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Total Wealth Asset Management: As part of VCM’s Total Wealth Asset Management service, a portfolio is created and can consist of the following investment vehicles: ETFs, individual equities (stocks) and individual fixed income (bonds). Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Third Party Asset Management: VCM participates as a third-party money manager for other advisors and investment advisory firms. Under such programs, the Firm will enter into an agreement with the client to provide asset management services. Under this service VCM will provide asset management services to the clients of financial advisors and other professionals. The Firm will typically build a portfolio of ETF’s for accounts under $250,000 of assets under management with the Firm, and for clients with $250,000 and over in assets under management with Page | 7 © MarketCounsel 2025  Disclosure Brochure the Firm the client can choose to include stocks along with ETF’s within the built profile. VCM has the discretion to change the asset mix based on the needs of the client in consideration. Under this service, the client’s advisor will be responsible for determining suitability for their client. VCM will be reliant on the advisor’s information to build and manage the portfolio for their client. The advisor will provide VCM with the end client’s account information which includes suitability information, account holdings, values and transactions. VCM will manage the accounts according to the approved strategies by the adviser. General Descriptions VCM manages client investment portfolios on a discretionary basis. As a fiduciary, it is the Firm’s duty to always act in each client’s best interest. This is accomplished in part by knowing the client. VCM has established a service-oriented advisory practice with open lines of communication for many different types of clients to help meet clients’ financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to understand their investment objectives while educating them about our process facilitates the kind of working relationship the Firm values. VCM tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. VCM consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify VCM if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if VCM determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. VCM does not usually allow Total Access Asset Management clients to impose restrictions on investing in certain securities or types of securities due to the level of difficulty this would entail in managing their account. Exceptions will be made on a case-by-case basis. VCM does typically offer Total Wealth Asset Management clients more tailored options based on personal restrictions and or individual positions that transfer into their managed accounts. Other Offerings Portfolio Review Service: As part of the Firm’s Portfolio Review Service, an analysis will be conducted of the client’s current investment portfolio(s). The Firm will compare the current portfolio to an appropriate benchmark and suggest needed changes. The suggested changes will be designed to meet a particular investment goal, Page | 8 © MarketCounsel 2025  Disclosure Brochure determined to be suitable to the client’s circumstances. The client will be responsible to accept or decline the recommendations and they will also be responsible to execute all or any of the recommendations. Retirement Plan Consulting: The Firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • Investment Policy Statement – VCM will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. • Investment Options – VCM will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • Asset Allocation and Portfolio Construction – VCM will assist the plan sponsor in selecting an investment lineup that will allow the plan participants to develop a strategic asset allocation to meet their investment objectives, time horizon, financial situation and tolerance for risk. • Investment Monitoring – VCM will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – VCM will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, VCM does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). If the client accounts are part of a Plan, and VCM accepts appointment to provide services to such accounts, VCM acknowledges its fiduciary standard under ERISA either as a: • Section 3(21) fiduciary, providing non-discretionary investment advisory services as designated in the Retirement Plan Consulting Agreement, or • Section 3(38) fiduciary, accepting discretionary authority to select, monitor, and replace investment options on behalf of the Plan, as further outlined in the applicable agreement. Whether acting in a 3(21) or 3(38) capacity, the scope and limitations of VCM’s fiduciary responsibilities shall be set forth in the Retirement Plan Consulting Agreement executed with each Plan sponsor. Page | 9 © MarketCounsel 2025  Disclosure Brochure Non-Investment Consulting/Implementation Services VCM also provides a non-investment consulting and implementation service. VCM can provide consulting services regarding non-investment related matters, such as estate planning. Some services may require a separate agreement with Estate Guru, a third party of network estate attorneys that help implement these services. Neither VCM, nor any of its representatives, serve as an attorney and no portion of VCM’s services should be construed as legal services or advice. Accordingly, VCM does not prepare estate planning documents. Clients are under no obligation to engage in the services of any such recommended professional. Clients retain absolute discretion over all such implementation decisions and are free to accept or reject any recommendation from VCM. Clients are reminded that they may engage estate attorneys other than those recommended by VCM to implement their estate planning documents. Item 5. Fees and Compensation VCM offers services on a fee basis, which includes fixed fees and fees based upon assets under management or advisement. Additionally, certain of the Firm’s Supervised Persons, in their individual capacities, offer insurance products under a separate commission-based arrangement. Financial Planning and Consulting Fees VCM charges an annual fixed fee for providing financial planning and consulting services under a stand- alone engagement. These fees are negotiable depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. VCM generally charges the flat fee for the plan upfront at the point of execution of a signed advisory contract with VCM. The services other than the plan are offered to the client for twelve months after the execution of the agreement. Fees will auto renew annually on the date that clients engage VCM for services. Clients will be offered the same included services and an updated financial plan. However, exact fee(s) and fee-paying arrangements will be outlined in the Advisory Agreement to be signed by the client. The fees for the financial planning and consulting services are as follows: Our Core Categories Annual Fee Solo Plan Family Plan Retirement Plan Executive Plan Entrepreneur Elite Plan Annual flat fee of $995 Annual flat fee of $1,995 Annual flat fee of $4,495 Annual flat fee of $4,995 Annual flat fee of $9,995 Page | 10 © MarketCounsel 2025  Disclosure Brochure Investment Management Fees VCM offers investment management services for an annual fee based on the amount of assets under the Firm’s management. This management fee varies depending upon the type and amount of services rendered and the size and composition of a client’s portfolio. Unless otherwise noted, the annualized fee will be billed on a pro-rata basis monthly in arrears based on the value of the account(s) on the last day of the previous month. If a valuation for private securities is not available through the custodian, the Firm will typically rely on the valuation provided by the issuer. Because valuations may only be provided periodically (including monthly, quarterly or even annually), the Firm can be billing on a valuation that would be different if updated. That valuation can be higher or lower depending on the increase or decrease in value of the private investment. The Firm bills on cash unless otherwise stated. The Firm does not make fee adjustments for deposits and withdrawals. The specific fee to be assessed will be outlined in the Advisory Agreement to be signed by the client. Total Wealth Asset Management Client Service Offerings Fees: VCM charges an annual fee of 1.00% with a $250,000 account minimum for this service. Total Access Asset Management Client Service Offerings Fees: VCM charges an annual fee of 1.00% with a $10,000 account minimum or a $500 monthly systematic deposit for this service. Third Party Asset Management: For VCM’s third-party asset management service, the Firm charges a maximum fee of 0.75% of the assets under management. The client’s primary advisor may charge a fee on top of the Firm’s third-party asset management fee, but that fee will not exceed 1.25%. The total fee assessed by VCM is a combination of VCM’s and client’s primary advisor fee and shall not exceed 2.00% for any client. The fees to be assessed will be outlined in the advisory agreement and will break down the fee paid to VCM and to the primary advisor. Other Services Fees Standalone Financial Planning & Consulting Fees: VCM also provides financial planning and consulting services on a standalone basis out (outside of the financial planning and consulting services mentioned above). The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of the engagement. The fee-paying arrangements will be Page | 11 © MarketCounsel 2025  Disclosure Brochure determined on a case-by-case basis and will be detailed in the signed consulting agreement. VCM will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Portfolio Review Service: The Fee for the Portfolio Review Service will be the following: $250 for up to five accounts comprised of ETFs only or $375 for more than five accounts comprised of ETFs only or accounts with individual equities. Retirement Plan Consulting: VCM Retirement Plan Consulting services are provided for a flat fee basis, or a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of the engagement. The flat fees will not exceed $10,000. Fees based on a percentage of managed Plan assets will not exceed 1.00%. Additionally, the Firm requires a minimum annual fee of $1,500 for our Retirement Plan Consulting services. Unlike the standard fee timing referenced above, all fees for this service will be paid monthly or quarterly in arrears. However, the exact fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed agreement. Non-Investment Consulting/Implementation Service: As part of VCM’s financial planning services the Firm offers non-investment consulting and implementation services. The client will enter into a formal engagement with Estate Guru and pay their fees as listed on their agreement. Where VCM introduces a client to a third party to provide services in connection with the implementation of the financial planning advice provided to the client (such as third party services pertaining to the preparation of estate planning documents), VCM can charge the client an administrative fee for time and resources incurred by VCM in facilitating the provision of such services with the third party. Fee Discretion VCM may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention, pro bono activities, or competitive purposes. Additional Fees and Expenses Clients will incur transaction fees for trades executed by their chosen custodian, based on a percentage of the dollar amount of assets in the account(s) or via individual transaction charges. These transaction fees are separate from VCM’s advisory fees and will be disclosed by the chosen custodian. MTG, LLC dba Page | 12 © MarketCounsel 2025  Disclosure Brochure Betterment Securities (“Betterment Securities”), Charles Schwab & Co. Inc. (“Schwab”), Nationwide Securities, LLC (“Nationwide”), National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”)and American Funds do not charge transaction fees for U.S. listed equities and exchange traded funds. MTG, LLC dba Betterment Securities will charge a flat fee not to exceed 20BPS for the management of VCM proprietary models. VCM will not receive any part of this compensation. Schwab charges transaction fees on mutual funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), distribution fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. VCM does not receive a portion of these fees. Termination and Refunds Financial Planning and Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the hourly fee currently in effect. Clients will receive a pro-rata refund of unearned fees based on the time expended by VCM. Clients will not receive a refund if they terminate their Financial Planning and Consulting agreement with VCM after a completed financial plan has been delivered. Either party may terminate the Advisory Agreement signed with VCM for Asset Management services in writing at any time. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged to the client, as appropriate Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing written notice to the other party. Full refunds will only be made in cases where cancellation occurs within five business days of signing an agreement. After five business days from initial signing, either party must provide the other party with 30 days written notice to terminate billing. Billing will terminate 30 days after receipt of termination notice. Clients will be charged on a pro-rata basis, which takes into account work completed by the Firm on behalf of the client. Clients will incur charges for bona fide advisory services rendered up to the point of termination (determined as 30 days from receipt of said written notice) and such fees will be due and payable. Page | 13 © MarketCounsel 2025  Disclosure Brochure Direct Fee Debit Clients provide VCM with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to VCM. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to VCM’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to VCM, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. VCM 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, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management VCM does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients VCM offers services to Individuals, High Net Worth Individuals, Trusts, Estates, Corporations, Limited Liability Companies, and other business types. VCM’s Solo Plan category is reserved for planning for one person. If an individual is married or wishes to include more than one person on the plan, then they will be required to select Family Plan or Retirement Plan. VCM does not have any other restrictions for Family Plan to Entrepreneur Elite Plan. Account minimum for Total Wealth Asset Management is $250,000 and Account minimum for Total Access Asset Management is $10,000 account minimum or a $500 monthly systematic deposit. Page | 14 © MarketCounsel 2025  Disclosure Brochure Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The Firm manages several discretionary portfolios for clients that seek to achieve the objectives of their financial plans. VCM can use ETFs, individual equities, and individual bonds as its recommended investment vehicles. VCM uses a strategic or a tactical asset allocation approach. If a tactical asset allocation is selected the starting point will be a strategic asset allocation then overweight/underweight certain asset classes based on the Firm’s research. For Income Asset Management, also known as Liability Driven Investing, VCM begins by understanding the projected distribution needs of the portfolio. The Firm then creates a strategic or tactical asset allocation that ties into the portfolio distribution needs. VCM carefully selects its investments by beginning with an investment risk/return evaluation and screen of the broadest possible universe of assets and securities. Investments that qualify from a risk/return standpoint are then examined to determine their process for security selection, and portfolio construction. Once that evaluation is complete, a qualitative examination of the investment is typically conducted. During this phase, VCM gains insights through reviewing reports from external industry data providers, including market news reports, financial publications, corporate rating services, outside research reports, annual reports, prospectuses, SEC filings and company press releases. Utilizing this broad information gathering process, VCM attempts to determine what investments appear to be suitable and in line with the investment objectives of the Firm’s various portfolios. To assist in this investment analysis, process the Firm may utilize the services of a third-party software for quantitative analysis and technical analysis. All data is analyzed by the Firm’s internal investment committee. Investment Strategies Asset allocation is the implementation of an investment strategy that attempts to balance risk versus reward by adjusting the percentage of each asset in an investment portfolio according to the investor’s risk tolerance, goals, and investment time frame. Asset allocation is based on the principle that different assets perform differently in different market and economic conditions. A fundamental justification for asset allocation is the notion that different asset classes offer returns that are not perfectly correlated, hence diversification reduces the overall risk in terms of the variability of returns for a given level of expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation and variance) that existed over some past period. Expectations for return are often derived in the same way. An asset class is a group of economic resources sharing similar characteristics, such as riskiness and return. There are many types of assets that may or may not be included in an asset allocation strategy. The “traditional” asset classes are stocks (value, dividend, growth, or sector-specific [or a “blend” of any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic, foreign Page | 15 © MarketCounsel 2025  Disclosure Brochure [developed], emerging or frontier markets), bonds (fixed income securities more generally: investment- grade or junk [high-yield]; government or corporate; short-term, intermediate, long-term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these three provides a starting point. Other asset classes that could be considered are hybrid instruments such as convertible bonds and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others; commercial or residential real estate (also REITs); collectibles such as art, coins, or stamps; insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products, etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency; venture capital; private equity; and/or distressed securities. There are several types of asset allocation strategies based on investment goals, risk tolerance, time frames and diversification. The most common forms of asset allocation are strategic, dynamic, tactical, and core- satellite. • Strategic Asset Allocation: The primary goal of a strategic asset allocation is to create an asset mix that seeks to provide the optimal balance between expected risk and return for a long-term investment horizon. Generally speaking, strategic asset allocation strategies are agnostic to economic environments, i.e., they do not change their allocation postures relative to changing market or economic conditions. • Dynamic Asset Allocation: Dynamic asset allocation is similar to strategic asset allocation in that portfolios are built by allocating to an asset mix that seeks to provide the optimal balance between expected risk and return for a long-term investment horizon. Like strategic allocation strategies, dynamic strategies largely retain exposure to their original asset classes; however, unlike strategic strategies, dynamic asset allocation portfolios will adjust their postures over time relative to changes €n the economic environment. • Tactical Asset Allocation: Tactical asset allocation is a strategy in which an investor takes a more active approach that tries to position a portfolio into those assets, sectors, or individual stocks that show the most potential for perceived gains. While an original asset mix is formulated much like strategic and dynamic portfolio, tactical strategies are often traded more actively and are free to move entirely in and out of their core asset classes. • Core-Satellite Asset Allocation: Core-Satellite allocation strategies generally contain a “core’' strategic element making up the most significant portion of the portfolio, while applying a dynamic or tactical “satellite’' strategy that makes up a smaller part of the portfolio. In this way, core-satellite allocation strategies are a hybrid of the strategic and dynamic/tactical allocation strategies mentioned above. Page | 16 © MarketCounsel 2025  Disclosure Brochure The Firm utilizes ETFs in managing client assets. An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks–- such as limit orders, good-until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. The Firm can use Individual stocks. It represents shares of ownership in a specific company. When you buy an individual stock, you are purchasing a small portion of that company, making you a shareholder. Stocks are traded on stock exchanges such as the New York Stock Exchange (NYSE) and Nasdaq, and their prices fluctuate based on market demand, company performance, and broader economic conditions. The Firm can use an individual bond. It is a fixed-income investment representing a loan made by an investor to a borrower, typically a corporation, municipality, or government. Bonds pay periodic interest (coupon payments) and return the principal (face value) at maturity. They are considered relatively lower- risk investments compared to stocks, though their risk varies depending on the issuer. Risk of Loss The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the Firm’s investment management activities. Clients should consult with their legal, tax, and other advisors before engaging the Firm to provide investment management services on their behalf. Page | 17 © MarketCounsel 2025  Disclosure Brochure Interest-rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions may trigger market events. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. Currency Risk: Overseas investments including American Depository Receipts (“ADRs”) are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Concentrated Investing Risk: Concentrating investments in a small number of stocks increases risk, such as being more prone to those involving specific economic, political, or regulatory events, as compared to a portfolio with more diverse holdings. Company Risk: Security prices may become volatile resulting from the issuing company’s specific risks including but not limited to reputational, management, value of each share, and/or company product or service. Page | 18 © MarketCounsel 2025  Disclosure Brochure Volatility Risks: The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments. Cash Management Risks: The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. VCM generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments or sweep account provided by the Custodian. Ultimately, VCM tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account. Equity-Related Securities and Instruments: The Firm may take long positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, mid-capitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face greater business risks. Fixed Income Securities: While the Firm emphasizes risk-averse management and capital preservation in its fixed-income bond portfolios, clients who invest in this product can lose money, including losing a portion of their original investment. The prices of the securities in our portfolios fluctuate. The Firm does not guarantee any particular level of performance. Below is a representative list of the types of risks clients should consider before investing in this product. • Interest rate risk. Prices of bonds tend to move in the opposite direction to interest rate changes. Typically, a rise in interest rates will negatively affect bond prices. The longer the duration and average maturity of a portfolio, the greater the likely reaction to interest rate moves. • Credit (or default) risk. A bond’s price will generally fall if the issuer fails to make a scheduled interest or principal payment, if the credit rating of the security is downgraded, or if the perceived creditworthiness of the issuer deteriorates. Page | 19 © MarketCounsel 2025  Disclosure Brochure • Liquidity risk. Sectors of the bond market can experience a sudden downturn in trading activity. When there is little or no trading activity in a security, it can be difficult to sell the security at or near its perceived value. In such a market, bond prices may fall. • Call risk. Some bonds give the issuer the option to call or redeem the bond before the maturity date. If an issuer calls a bond when interest rates are declining, the proceeds may have to be reinvested at a lower yield. During periods of market illiquidity or rising rates, prices of callable securities may be subject to increased volatility. • Prepayment risk. When interest rates fall, the principal of mortgage-backed securities may be prepaid. These prepayments can reduce the portfolio’s yield because proceeds may have to be reinvested at a lower yield. • Extension risk. When interest rates rise or there is a lack of refinancing opportunities, prepayments of mortgage-backed securities or callable bonds may be less than expected. This would lengthen the portfolio’s duration and average maturity and increase its sensitivity to rising rates and its potential for price declines. ETFs: An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Page | 20 © MarketCounsel 2025  Disclosure Brochure Finally, some mutual funds and ETFs may have lock-up periods that restrict an investor from selling their position for a period of time. Other mutual funds and ETFs could also have early redemption fees that are taken if the investor sells their position before a certain amount of time. Cyber Security: With the increased use of technologies such as the internet to conduct business, the Firm and other service providers used by the Firm, of as well as the underlying investments made by clients are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may arise from external or internal sources. Cyber incidents have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the release of investor information or confidential business information, interference with the ability to calculate the value of client investments, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines or penalties, reputation damage, or additional compliance costs. The Firm will seek to implement safeguards to protect clients against cyber attacks. However, there can be no assurance that the Firm will be successful in preventing the occurrence of cyber attacks or mitigating the impact of cyber attacks. Legal, Tax and Regulatory Risks: The Firm must comply with various legal and regulatory requirements, including those imposed by securities laws, tax laws and pension laws. Should any of such laws or regulations change, the legal and/or regulatory requirements to which the Firm may be subject could differ materially from the current requirements and adversely affect our performance, investments or investors. Item 9. Disciplinary Information VCM has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations VCM is not registered, nor does it have an application pending to register, as a broker-dealer, investment company or pooled investment vehicle, futures commission merchant, commodity pool operator, commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or dealer or a sponsor or syndicator of Page | 21 © MarketCounsel 2025  Disclosure Brochure limited partnership, or an associated person of the foregoing entities. In addition, VCM does not select other adviser representatives for clients. The majority owners of VCM through Valtrion, LLC, Luna Capital Partners, Inc. and Galdamez Capital Group, Inc., also own, Valtrion Insurance Solutions, LLC (“VIS”) through Valtrion, LLC’s ownership of VIS. In addition, some of VCM’s IARs are also insurance licensed. A conflict of interest arises for two separate reasons. First, the owners of Luna Capital Partners, Inc. and Galdamez Capital Group, Inc. have an incentive to recommend VIS and the purchase of insurance products to advisory clients based on the compensation they may earn as part of their ownership interest. Second, a conflict arises as insurance licensed IARs can offer insurance products and VIS or those IARs receive customary fees as a result of insurance sales. As such, these insurance sales create an incentive to recommend products based on the compensation to VIS and/or the IARs that are insurance licensed. To mitigate these conflicts, VCM, its owners, and its representatives, as fiduciaries, will act in the client’s best interest. VCM has related persons associated with Rob Luna Enterprises LLC, an online educational and consulting platform that operates Valtrion Partners, the Lunatick Investor and the Rob Luna Wealth Academy. It's important to note that the information presented by Rob Luna or any members of his team on these educational platforms, social media, or national media should not be considered as personalized financial advice. No investment advice shall be given unless a service agreement is in place with VCM. Only a registered (or otherwise exempt) investment adviser representative at VCM can offer personal financial advice once they have gathered and analyzed all pertinent information related to the client’s specific financial situation. VCM may pay an advertising fee for leads to marketing/advertising companies, which may include paying Rob Luna Enterprises, LLC for leads provided to VCM. Certain advisory clients of VCM may invest in Valtrion, LLC. A conflict of interest can arise as Valtrion, LLC owns a percentage of VCM, and as a consequence, VCM may be incentivized to treat such advisory clients preferentially to those clients who do not invest in Valtrion, LLC. In addition, there could be an incentive for VCM to recommend such an investment in Valtrion, LLC to clients. To mitigate this conflict of interest, VCM does not allow any supervised person to recommend an investment in Valtrion, LLC to clients. Also, in general, VCM, its owners, and its representatives, as fiduciaries, will act in the clients’ best interest. Page | 22 © MarketCounsel 2025  Disclosure Brochure VCM has related persons associated with Valtrion Tax & Consulting, LLC, which provides tax preparation, tax planning, and tax consulting services. In addition, VCM has related persons associated with Valtrion Lending, LLC, which focuses on residential mortgages through a partnership with Alameda Mortgage Corporation, NMLS #271603, Licensed by the Department of Financial Protection and Innovation under the California Residential Mortgage Lending Act. The Firm has a conflict of interest due to these related companies. The parties have an incentive to recommend the services of each other rather than an unrelated provider. Item 11. Code of Ethics VCM has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. VCM’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non- public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of VCM’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • the transaction has been completed; • the transaction for the Supervised 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 Page | 23 © MarketCounsel 2025  Disclosure Brochure agreements; (iii) shares issued by money market funds; and iv) shares issued by other unaffiliated open-end mutual funds. Clients and prospective clients may contact VCM to request a copy of its Code of Ethics by contacting the Firm at the phone number on the cover page of this brochure. Item 12. Brokerage Practices Selecting a Brokerage Firm VCM seeks to recommend a custodian / broker-dealer to clients who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. With this in consideration, VCM has an arrangement with MTG, LLC dba Betterment Securities (“Betterment Securities”), Charles Schwab & Co. Inc. (“Schwab”), National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”), Nationwide Securities, LLC (“Nationwide”) and American Funds. These are all considered “qualified custodians” and VCM is independently owned and operated (herein after referred to as “Custodians”). Custodians offer services to independent investment advisers which include custody of securities, trade execution, clearance, and settlement of transactions. Custodians enable VCM to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. Custodians do not charge client accounts separately for custodial services. Client accounts will be charged transaction fees, commissions or other fees on trades that are executed or settle into the client’s custodial account. Transaction fees may be charged. Custodians may make certain research and brokerage services available at no additional cost to VCM. Research products and services provided by Custodians may include: research reports on recommendations or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision- making; and other products or services that provide lawful and appropriate assistance by Custodians to VCM in the performance of our investment decision-making responsibilities. The aforementioned research and brokerage services qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. Custodians do not make client brokerage commissions generated by client transactions available for VCM’s use. The aforementioned research and brokerage services are used by VCM to manage accounts for which VCM has investment discretion. Without this arrangement, VCM might be compelled to purchase the same or similar services at our own expense. Page | 24 © MarketCounsel 2025  Disclosure Brochure As part of our fiduciary duty to our clients, VCM will endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by VCM or our related persons creates a potential conflict of interest and may indirectly influence VCM’s choice of Custodians as a custodial recommendation. VCM examined this potential conflict of interest when VCM chose to recommend Custodians and have determined that the recommendation is in the best interest of VCM’s clients and satisfies our fiduciary obligations, including our duty to seek 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 range of a broker- dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Although VCM will seek competitive rates, to the benefit of all clients, VCM may not necessarily obtain the lowest possible commission rates for specific client account transactions. Software and Support Provided by Custodians VCM receives without cost from Custodians administrative support, brokerage support, computer software, related systems support, research and other third-party support as further described below (together "Support") which allow VCM to better monitor client accounts maintained at Custodians and otherwise conduct its business. VCM receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Custodians. The Support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The Support benefits VCM, but not its clients directly. Clients should be aware that VCM’s receipt of economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits will influence the Firm’s choice of broker-dealer over another that does not furnish similar software, systems support or services. In fulfilling its duties to its clients, VCM endeavors at all times to put the interests of its clients first and has determined that the recommendation of Custodians is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, VCM receives the following benefits from Custodians: i) receipt of duplicate client confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders; iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic communication network for client order entry and account information. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain amount of the advisor’s clients’ assets are maintained in accounts at Custodians. Custodians’ services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analysis 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. Page | 25 © MarketCounsel 2025  Disclosure Brochure For client accounts maintained in its custody, Custodians generally do 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 Custodians or that settle into Custodians’ accounts. Custodians also makes available to the Firm other products and services that benefit the Firm but may not benefit its clients’ accounts. These benefits may include national, regional or Firm specific educational events organized and/or sponsored by Custodians. Other potential benefits may include occasional business entertainment of personnel of VCM by Custodians’ 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 VCM 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 the Firm'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 the Firm’s accounts, including accounts not maintained at Custodians. While, as a fiduciary, VCM endeavors to act in its clients’ best interests, the Firm's recommendation that clients maintain their assets in accounts at Custodians may be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by Custodians, which creates a conflict of interest. Brokerage for Client Referrals VCM does not consider, in selecting or recommending broker-dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage VCM routinely requires that clients direct us to execute through a specified broker-dealer. VCM requires the use of Custodians. Please note that not all advisory firms have this requirement. Trade Aggregation With respect to traditional securities portfolios, Betterment LLC (“Betterment) places aggregated orders involving multiple Betterment accounts trading in the same securities. Orders placed by Betterment for the purchase or sale of securities are routed by Betterment Securities to Apex Clearing Corporation (“Apex”), the clearing broker used by Betterment Securities, for managed execution. Apex is entitled to receive payments or rebates on orders from Betterment Securities, but Apex does not pass on to Betterment Securities any portion of such payments. Page | 26 © MarketCounsel 2025  Disclosure Brochure Transactions for each client will be effected independently, unless VCM decides to purchase or sell the same securities for several clients at approximately the same time. VCM 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 the Firm’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among VCM’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which VCM’s Supervised Persons may invest, the Firm 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. VCM does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which 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, the Firm 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. Item 13. Review of Accounts Account Reviews, Statements and Reports The Firm’s management personnel, financial advisors or Chief Compliance Officer reviews accounts on at least an annual basis for clients. The nature of these reviews is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. VCM provides written reports describing a Financial Plan to clients within 365 days of client signing the Financial Planning and Consulting Agreement and annually thereafter. Verbal reports to clients take place on at least an annual basis when our clients are contacted. Page | 27 © MarketCounsel 2025  Disclosure Brochure VCM may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. Financial Planning clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us. For standalone financial plans, VCM does not provide ongoing services to financial planning clients, but are willing to meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or verbal updated reports regarding their financial plans unless they separately engage VCM for a post-financial plan meeting or update to their initial written financial plan. Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the service. Our firm also provides ongoing services where clients meet with our firm upon their request to discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients do not receive written or verbal updated reports regarding their plans unless they choose to engage our firm for ongoing services. Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from VCM or an outside service provider. Item 14. Client Referrals and Other Compensation Client Referrals In the event a client is introduced to VCM by either an unaffiliated or an affiliated solicitor, the Firm may pay that solicitor a referral fee in accordance with applicable securities laws. Unless otherwise disclosed, any such referral fee is paid solely from VCM’s investment management fee and does not result in any additional charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the client will receive a solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement and any conflicts of interest. Any affiliated solicitor of VCM is required to disclose the nature of his or her relationship to prospective clients at the time of the solicitation. Other Compensation The Firm receives economic benefits from Custodians. The benefits, conflicts of interest and how they are addressed are discussed above in response to Item 12. Page | 28 © MarketCounsel 2025  Disclosure Brochure In addition, representatives of VCM will occasionally accept travel expense reimbursement provided by product sponsors in order to attend their educational events. The reimbursement is not directly dependent upon the recommendation of any specific product. Although we may be incentivized to recommend products from product sponsors that reimburse travel, representatives will always adhere to their fiduciary duty in recommending appropriate investments for clients. Item 15. Custody VCM is deemed to have custody of client funds and securities because the Firm is given the ability to debit client accounts for payment of the Firm’s fees. As such, client funds and securities are maintained at one or more Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. Standing Letters of Authorization VCM also has custody due to clients giving the Firm limited power of attorney in a standing letter of authorization (“SLOA”) to disburse funds to one or more third parties as specifically designated by the client. In such circumstances, the Firm will implement the steps in the SEC’s no-action letter on February 21, 2017 which includes (in summary): i) client will provide instruction for the SLOA to the custodian; ii) client will authorize the Firm to direct transfers to the specific third party; iii) the custodian will perform appropriate verification of the instruction and provide a transfer of funds notice to the client promptly after each transfer; iv) the client will have the ability to terminate or change the instruction; v) the Firm will have no authority or ability to designate or change the identity or any information about the third party; vi) the Firm will keep records showing that the third party is not a related party of the Firm or located at the same address as the Firm; and vii) the custodian will send the client an initial and annual notice confirming the SLOA instructions. Item 16. Investment Discretion VCM is given the authority to exercise discretion on behalf of clients. VCM is considered to exercise investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without first seeking their consent. VCM is given this authority through a power-of-attorney included in the agreement between VCM and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). VCM takes discretion over the following activities: • The securities to be purchased or sold; Page | 29 © MarketCounsel 2025  Disclosure Brochure • The amount of securities to be purchased or sold; and • When transactions are made. Item 17. Voting Client Securities Declination of Proxy Voting Authority VCM does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Item 18. Financial Information VCM is not required to disclose any financial information listed in the instructions to Item 18 because: • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered. While financial planning fees are charged in advance of the project, the services provided for twelve months thereafter are in essence provided complimentary to the plan. • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page | 30 © MarketCounsel 2025