BLUEWATER WEALTH ADVISORS, LLC

Disclosure Brochure March 12, 2025 BLUEWATER WEALTH ADVISORS, LLC a Registered Investment Adviser 4553 Pine Tree Circle, Suite 220 Vestavia Hills, AL 35243 (205) 305-6352 www.bluewaterwa.com This brochure provides information about the qualifications and business practices of Bluewater Wealth Advisors, LLC (hereinafter “BWA” 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, BWA is required to discuss any material changes that have been made to the brochure since the last annual amendment. The Firm updated Item 12 to disclose the following benefits received from Charles Schwab & Co., Inc.: Schwab has agreed to reimburse transfer of account exit fees for an approximate value not to exceed $30,000. To be eligible, client accounts must transfer to Schwab within 12 months from the benefit start date of the Schwab agreement. In addition, Schwab will pay eligible third-party vendor services provided by Schwab affiliates for marketing, technology, consulting or research expenses. The payments are made only when the Firm reaches $80 million and $135 million in assets on deposit at Schwab. This results in an additional conflict of interest for the Firm to recommend Schwab until reaching the asset thresholds. 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 .................................................................................................................................... 6 Item 6. Performance-Based Fees and Side-by-Side Management ................................................................................ 8 Item 7. Types of Clients ............................................................................................................................................... 9 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ......................................................................... 9 Item 9. Disciplinary Information ................................................................................................................................ 13 Item 10. Other Financial Industry Activities and Affiliations .................................................................................... 14 Item 11. Code of Ethics .............................................................................................................................................. 14 Item 12. Brokerage Practices ...................................................................................................................................... 15 Item 13. Review of Accounts ..................................................................................................................................... 19 Item 14. Client Referrals and Other Compensation .................................................................................................... 19 Item 15. Custody......................................................................................................................................................... 19 Item 16. Investment Discretion ................................................................................................................................... 20 Item 17. Voting Client Securities ............................................................................................................................... 20 Item 18. Financial Information ................................................................................................................................... 20 Page | 3 © MarketCounsel 2025  Disclosure Brochure Item 4. Advisory Business BWA offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to BWA rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with BWA setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). BWA filed for registration as an investment adviser in February 2024 and is owned by Adam W. Kirklin, Samuel Harris II and Courtney B. Truss. As of December 31, 2024 BWA had $97,110,879, all of which was managed on a discretionary basis. While this brochure generally describes the business of BWA, 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 BWA’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services BWA offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: Business Planning Asset Allocation • • Tax and Cash Flow Analysis Family Planning • • Trust and Estate Planning Risk Management • • Insurance Planning Philanthropic Planning • • Retirement Planning Education Planning • • While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In performing these services, BWA 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. BWA recommends certain clients engage the Firm for additional related services 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 BWA 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 BWA 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 Page | 4 © MarketCounsel 2025  Disclosure Brochure situation or investment objectives for the purpose of reviewing, evaluating or revising BWA’s recommendations and/or services. Investment and Wealth Management Services BWA provides clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. BWA primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), money market funds, individual debt and equity securities, interval funds and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage BWA to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, BWA directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. BWA 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. BWA 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 BWA 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 BWA 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. The Firm does not sponsor, nor is it the investment adviser to a wrap fee program. Use of Independent Managers As mentioned above, BWA selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement with the designated Independent Manager. That agreement can be between the Firm and the Independent Manager (often called a subadvisor) or the client and the Independent Manager (sometimes called a separate account manager). In addition to this brochure, clients will typically Page | 5 © MarketCounsel 2025  Disclosure Brochure also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. BWA evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. BWA also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. BWA continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. BWA seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Item 5. Fees and Compensation BWA offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under management. Financial Planning and Consulting Fees While financial planning and consulting services are usually included as part of the Wealth Management fee described below, in certain circumstances BWA can charge a fixed fee for providing financial planning and consulting services. These fees are negotiable, but range from $1,000 to $10,000, depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. If the client engages the Firm for additional investment advisory services, BWA can offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory Agreement. BWA requires one-half of the fee payable upon execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon services. The Firm does not, however, take receipt of $500 or more in prepaid fees, six or more months in advance of services rendered. Page | 6 © MarketCounsel 2025  Disclosure Brochure Wealth Management Fees BWA offers wealth management services for an annual fee based on the amount of assets under the Firm’s management (unless a separate fee is charged for financial planning or consulting as described above). This management fee varies in accordance with the following fee schedule: PORTFOLIO VALUE BASE FEE Up to $500,000 $500,001 - $2,500,000 $2,500,001 - $5,000,000 Greater than $5,000,000 1.25% 1.00% 0.75% 0.50% The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by BWA on the last day of the previous billing period. The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm may, in its sole discretion, not include cash in determining the fee, especially where a client has a high percentage of cash for reasons other than the Firm's investment management decision. If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. 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 or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), BWA can negotiate a fee rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage BWA for additional services for compensation, including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the recommendations. Fee Discretion BWA 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. Page | 7 © MarketCounsel 2025  Disclosure Brochure Additional Fees and Expenses In addition to the advisory fees paid to BWA, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, fees charged by the Independent Managers, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below. Direct Fee Debit Clients provide BWA and/or certain Independent Managers 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 BWA. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to BWA’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 BWA, 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. BWA 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 BWA 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). Page | 8 © MarketCounsel 2025  Disclosure Brochure Item 7. Types of Clients BWA offers services to individuals, high net worth individuals, trusts, estates, charitable organizations, corporations and other business entities. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis The BWA Investment Committee is responsible for making decisions regarding investment strategy and portfolio management. The Investment Committee utilizes a combination of fundamental, technical and sentiment(al) analysis and research to design portfolio strategies for clients. Fundamental analysis is based on a security's intrinsic, or 'fair market', value. This form of analysis attempts to quantify an investment's 'real' current value. This form of analysis is based upon the current financials for the underlying security, as well as the overall current market and the current economic conditions. Technical analysis is based on the study of past historical market data, which includes both price and volume levels, to help forecast direction. While past performance does not guarantee future results, history does still serve as the best basis for forecasts. This assumes that the market has processed all available information, and thus it is accurately reflected in the price. Sentiment(al) analysis is based on the overall mood of market participants around a particular security, sector, or asset class. While technical indicators may assist in the measurement of market sentiment for investors, this form of analysis encompasses buys/sells of securities that are wrongly or misvalued due to current market conditions. Investment Strategies The BWA Investment Committee focuses on a top-down macroeconomic investment approach to construct client portfolios. A top-down approach starts with a comprehensive analysis of the overall economic and market conditions before narrowing down to specific investment recommendations for BWA clients. A top- down investment strategy provides a holistic approach to investment decisions. This allows BWA to design an asset allocation that supports the client's stated goals, risk tolerance, time horizon, liquidity needs and past investment experience. The key steps involved in BWA’s process are: Page | 9 © MarketCounsel 2025  Disclosure Brochure • Economic Analysis • Market Analysis • Sector Analysis • Asset Allocation • Security Selection • Risk Management • Monitor and Adjust Types of securities: Interval Funds (for eligible clients) • Individual stocks and bonds • Exchange – Traded Funds (ETFs) • Mutual Funds (both Open and Closed End) • Money Market Funds • Separate Managed Accounts • These types of securities will be bought/sold one of three ways: • Long-Term Purchases (securities held at least 1 calendar year) • Short-Term Purchases (securities bought and sold within 1 calendar year) • Trading (securities sold within 30 days of purchase) BWA routinely monitors client investment portfolios to ensure that the most effective strategies are implemented to allow clients to remain on track in reaching their financial goals. 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. Market Risks Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of BWA’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. In addition, investments may be adversely affected by financial markets and economic conditions throughout the world. There can be no assurance that BWA will be able to predict these price movements accurately or capitalize on any such assumptions. Page | 10 © 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. 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, midcapitalization 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 | 11 © 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. Mutual Funds and 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 Page | 12 © MarketCounsel 2025  Disclosure Brochure 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. 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. Interval Funds BWA may recommend that certain clients invest in interval funds. An interval fund is a type of closed-end fund with shares that do not trade on the secondary market. Instead, the fund periodically offers to repurchase a percentage of outstanding shares at NAV. The rules for interval funds, along with the types of assets held, make this investment largely illiquid compared with (open-end) mutual funds and ETFs. Offers to repurchase shares may be oversubscribed, meaning that shareholders may only be able to have a portion of their shares repurchased. There is no guarantee that an investor will be able to redeem shares on a given repurchase date or in the desired amount. In addition, to the extent an interval fund invests in companies with smaller market capitalizations, derivatives, or securities that entail significant market or credit risk, the liquidity risk may be greater. The client will receive a prospectus explaining such risks. Use of Independent Managers As stated above, BWA selects certain Independent Managers to manage a portion of its clients’ assets. In these situations, BWA continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, BWA does not have the ability to supervise the Independent Managers on a day-to-day basis. Interest Rate Risks Interest rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by clients. Item 9. Disciplinary Information BWA 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. Page | 13 © MarketCounsel 2025  Disclosure Brochure Item 10. Other Financial Industry Activities and Affiliations The Firm does not have any other financial industry activities or affiliations that need to be disclosed. Item 11. Code of Ethics BWA 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. BWA’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 BWA’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 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 BWA to request a copy of its Code of Ethics by contacting the Firm at the phone number on the cover page of this brochure. Page | 14 © MarketCounsel 2025  Disclosure Brochure Item 12. Brokerage Practices Recommendation of Broker-Dealers for Client Transactions BWA recommends that clients utilize the custody, brokerage and clearing services of Charles Schwab & Co, Inc. through its Schwab Advisor Services division (“Schwab”) for investment management accounts. The final decision to custody assets with Schwab is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. BWA is independently owned and operated and not affiliated with Schwab. Schwab provides BWA with access to its institutional trading and custody services, which are typically not available to retail investors. In addition, the Firm can recommend custodians of specific investment products, such as TIAA-CREF (and its affiliates). Factors which BWA considers in recommending Schwab or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Schwab enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Schwab may be higher or lower than those charged by other Financial Institutions. The commissions paid by BWA’s clients to Schwab comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where BWA determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. BWA seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services which assist BWA in its investment decision- making process. Such research will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because BWA does not have to produce or pay for the products or services. BWA periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. Page | 15 © MarketCounsel 2025  Disclosure Brochure Software and Support Provided by Financial Institutions BWA receives without cost from Schwab administrative support, computer software, related systems support, as well as other third party support as further described below (together "Support") which allow BWA to better monitor client accounts maintained at Schwab and otherwise conduct its business. BWA receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Schwab. The Support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The Support benefits BWA, but not its clients directly. Clients should be aware that BWA’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. This is especially true because the Firm needs to reach certain asset levels at Schwab before getting financial benefits, as further disclosed below. In fulfilling its duties to its clients, BWA endeavors at all times to put the interests of its clients first and has determined that the recommendation of Schwab is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, BWA receives the following benefits from Schwab: 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. The Firm receives funds to be used toward qualifying third-party service providers for research, marketing, compliance, technology and software platforms and services. 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 Schwab. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Schwab has agreed to reimburse transfer of account exit fees for an approximate value not to exceed $30,000. To be eligible, client accounts must transfer to Schwab within 12 months from the benefit start date of the Schwab agreement. In addition, Schwab will pay eligible third-party vendor services provided by Schwab affiliates for marketing, technology, consulting or research expenses. The payments are made only when the Firm reaches $80 million and $135 million in assets on deposit at Schwab. This results in an additional conflict of interest for the Firm to recommend Schwab until reaching the asset thresholds. For client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Page | 16 © MarketCounsel 2025  Disclosure Brochure Schwab 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 Schwab. Other potential benefits may include occasional business entertainment of personnel of BWA by Schwab 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 BWA 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 Schwab. Schwab also makes available to BWA other services intended to help the Firm manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third- party providing these services to the Firm. While, as a fiduciary, BWA endeavors to act in its clients’ best interests, the Firm's recommendation that clients maintain their assets in accounts at Schwab 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 Schwab, which creates a potential conflict of interest. Brokerage for Client Referrals BWA 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 The client may direct BWA in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by BWA (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best Page | 17 © MarketCounsel 2025  Disclosure Brochure execution, BWA may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Trade Aggregation Transactions for each client will be effected independently, unless BWA decides to purchase or sell the same securities for several clients at approximately the same time. BWA 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 BWA’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 BWA’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. BWA 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. Page | 18 © MarketCounsel 2025  Disclosure Brochure Item 13. Review of Accounts Account Reviews BWA monitors client portfolios on a continuous and ongoing basis and regular account reviews are conducted on at least an annual basis. Such reviews are conducted by the Firm’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with BWA and to keep the Firm informed of any changes thereto. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from BWA and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from BWA or an outside service provider. Item 14. Client Referrals and Other Compensation Client Referrals The Firm does not currently provide compensation to any third-party solicitors for client referrals. Other Compensation The Firm receives economic benefits from Schwab. The benefits, conflicts of interest and how they are addressed are discussed above in response to Item 12. Item 15. Custody BWA 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 Page | 19 © MarketCounsel 2025  Disclosure Brochure 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. In addition, as discussed in Item 13, BWA will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from BWA. Any other custody disclosures can be found in the Firm’s Form ADV Part 1. Item 16. Investment Discretion BWA is given the authority to exercise discretion on behalf of some clients. BWA 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. BWA is given this authority through a power-of-attorney included in the agreement between BWA and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). BWA takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The Independent Managers to be hired or fired. Item 17. Voting Client Securities Declination of Proxy Voting Authority BWA 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 BWA is not required to disclose any financial information listed in the instructions to Item 18 because: Page | 20 © MarketCounsel 2025  Disclosure Brochure • 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; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page | 21 © MarketCounsel 2025