MARQUETTE ASSET MANAGEMENT, LLC

Marquette Asset Management, LLC d/b/a Marquette Wealth Management Form ADV Parts 2A and B 150 South Fifth Street, Suite 2800 Minneapolis, MN 55402 612-661-3770 www.marquettewm.com DISCLOSURE BROCHURE March 31, 2025 This Brochure provides information about the qualifications and business practices of Marquette Asset Management, LLC doing business as Marquette Wealth Management (“Marquette”). Marquette is a Minneapolis-based investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940. The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment adviser does not imply any level of skill or training. Additional information about Marquette is also available on the SEC’s website at www.adviserinfo.sec.gov. Please contact Christopher Vernier, Marquette’s Chief Compliance Officer, at 612-661-3787 or chris.vernier@marquettewm.com with any questions about the contents of this Brochure. I  ITEM 2 – MATERIAL CHANGES We are required to provide clients with information on any material changes made to our Brochure since our last update on January 30, 2023. As of September 15, 2024, Abbey Spoo, the firm’s former Chief Investment Officer and Managing Director, is no longer employed with the firm. We will provide clients with a new Brochure as necessary based on changes or new information, at any time, without charge. To request a Brochure, contact Christopher Vernier, Marquette’s Chief Compliance Officer, at 612-661-3787 or chris.vernier@marquettewm.com. Additional information about Marquette is also available via the SEC’s website www.adviserinfo.sec.gov. The SEC’s website also provides information on all persons affiliated with Marquette who are registered as investment adviser representatives of Marquette. II  ITEM 3 - TABLE OF CONTENTS ITEM 1 – COVER PAGE .............................................................................................................................. I ITEM 2 – MATERIAL CHANGES ................................................................................................................ II ITEM 3 - TABLE OF CONTENTS .............................................................................................................. III 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 ................................................................................................................... 8 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................... 8 ITEM 9 – DISCIPLINARY INFORMATION ................................................................................................ 10 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ....................................... 10 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................. 10 ITEM 12 – BROKERAGE PRACTICES .................................................................................................... 11 ITEM 13 – REVIEW OF PORTFOLIOS ..................................................................................................... 15 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION ......................................................... 15 ITEM 15 – CUSTODY ................................................................................................................................ 16 ITEM 16 – INVESTMENT DISCRETION ................................................................................................... 17 ITEM 17 – VOTING CLIENT SECURITIES ............................................................................................... 17 ITEM 18 – FINANCIAL INFORMATION .................................................................................................... 17 ITEM 19 – REQUIREMENTS FOR STATE-REGISTERED ADVISERS .................................................... 17 BROCHURE SUPPLEMENTS .................................................................................................................. 19 III  ITEM 4 – ADVISORY BUSINESS History and Ownership Marquette Asset Management, LLC (“Marquette”) is a Minneapolis-based investment adviser registered with the SEC under the Investment Advisers Act of 1940. We operate as Marquette Wealth Management to accurately reflect how we use a holistic approach with our clients to address their entire financial picture. We were founded in 2005 as a wholly owned subsidiary of Marquette Financial Companies, a diversified financial services firm owned by the Carl R. Pohlad family. As part of a major restructuring, the Marquette Financial Companies were acquired by UMB Financial Corporation, a publicly held bank holding company headquartered in Kansas City, in May 2015. Returning to our roots as an independent, privately held boutique wealth management firm, Marquette was purchased at the end of 2017 by Marquette Wealth Management, LLC, an entity owned by the President, Christopher M. Vernier. Mission Our mission is to maximize your wealth, so you feel confident in your financial future. Financial Planning and Investment Management Our primary advisory services are financial planning and investment management. Generally, Marquette manages all a client’s investable assets, however some engage us to manage only one portion with a specific investment goal. Regardless of the engagement, we encourage and provide the opportunity for all clients to experience our financial planning process. This gives us a better understanding of our clients’ financial situations and enables us to give our best advice and service. This comprehensive approach to financial planning and investment management helps clients define the purpose of their wealth and make informed financial decisions. With client cooperation and assistance, we construct and maintain a current balance sheet and offer tools to organize assets, liabilities, income, and expenses on an ongoing basis. We discuss retirement planning, education planning, estate planning, charitable giving, and tax considerations with clients as well. This information, along with discussion of values, goals, risk tolerance and time horizon, drives our recommendations to clients regarding asset allocation and portfolio construction. We help develop and establish an Investment Policy Statement for clients to guide their plan and keep their strategy on track. We also provide financial planning services on a stand-alone basis for those clients that do not currently require our professional investment management. In certain situations, our clients wish to have professional administration of their personal trust accounts. In those circumstances, we work with the family to designate a Directed Trustee to administer those accounts. We serve as the Investment Trust Advisor for those accounts. We  recommend that clients name Bell Bank as the Directed Trustee whenever possible. We also provide various consulting services to qualifying employee benefit plans and their fiduciaries. These services are designed to assist plan sponsors in administering and managing their corporate retirement plans. Certain services are provided by Marquette or a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA is the comprehensive federal law that governs the operation and administration of private pension and welfare benefits plans. In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of Marquette’s fiduciary status, the specific services to be rendered, and all direct and indirect compensation the Firm reasonably expects under the engagement. Wealth management relationships frequently include retirement accounts. ERISA Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) requires that retirement-related recommendations be in the best interest of retirement investors and that conflicts of interest be eliminated or mitigated. As an SEC-registered investment adviser, we were previously subject to these requirements. We provide information acknowledging our fiduciary status and enhanced descriptions of the services we will provide and fees we will charge as required by the PTE 2020-02 exemption through the Retirement Disclosure. Where we recommend a rollover of qualified plan assets, we also provide an explanation of our rationale for why the recommendation is in the client’s best interest. Our Process 1. Understand: We work with clients to understand their life goals, financial objectives, comfort with risk, current and anticipated tax situation, cash-flow and liquidity needs, and estate planning considerations. We collaborate with their attorney and accountant where appropriate. 2. Design: We develop a personalized financial plan and design an investment portfolio which reflects each client’s goals, risk profile and cash flow needs. We establish a written Investment Policy Statement for clients. The Investment Policy Statement defines goals and identifies asset classes to be used in structuring the portfolio. 3. Implement: We construct and manage portfolios in accordance with the Investment Policy Statement. Where appropriate, we phase in investment recommendations over time to manage tax ramifications. 4. Monitor and Supervise: We oversee the management of client portfolios. We evaluate progress against clients’ goals. We offer ongoing performance reporting via our client portal. We meet with clients regularly to stay on top of their evolving needs and goals. We proactively keep clients and their attorney and accountant abreast of notable developments and help evaluate alternatives and opportunities. We regularly review the asset allocation and strategy to remain on target. Each client is assigned a team who provides ongoing administrative service and offers comprehensive wealth management. We manage portfolios by balancing risk and expected return. We believe strongly in building portfolios which are well diversified within and among asset classes. An asset class is a group of securities that shares similar characteristics, behave similarly in the marketplace and are subject to the same rules and regulations. The most common asset classes are fixed income, equity securities, cash, real assets, and alternative investments. Real assets include investments such as real estate and precious metals while alternative investments currently include private equity investments, reinsurance funds and master limited partnerships (MLPs). 5  We recommend a custom target allocation based on each client’s unique situation. Portfolios are then constructed with bonds, exchange traded funds (ETFs), mutual funds, and where appropriate, real and/or alternative assets. We will hold individual stock positions for clients upon request. We maintain sub-advisory arrangements as needed when an appropriate mutual fund or exchange traded fund vehicle is not available to achieve the goals of the Investment Policy Statement. As of December 31, 2024, we had $817 million in assets under our discretionary management. The value of assets under management is based on the market value of all assets held in discretionary portfolios. Prices for individual stocks, bonds, mutual funds, exchange traded funds and certain alternative investments are generally obtained from our accounts’ custodians. To the extent an asset is not priced by one of our custodians, our portfolio reporting and trading provider, Envestnet, provides values if the security is held elsewhere on its platform. If a price is not available from either of these sources, we will obtain a price from sources deemed reliable. We obtain the market value of nonmarketable securities, if any, reflected in our reports from sources deemed to be reliable. Our market valuation methodology for those alternative investments is disclosed to participants on an annual basis. We had no discretionary assets in such nonmarketable alternative investments as of December 31, 2024.   ITEM 5 – FEES AND COMPENSATION Wealth management relationships Our standard annual fee for wealth management relationships is based on the market value of assets managed as follows: 1.00% on the first $3,000,000 0.75% on the next $2,000,000 0.50% thereafter We will consider accounts within a family relationship as combined for fee calculation purposes in appropriate cases. We reserve the right to charge additional fees for extraordinary services. We offer a 10% discount on portfolios for charitable and non-profit entities. To ensure objectivity in selecting the best investment options and avoid conflicts of interest, management fees paid to us are the same regardless of type of investment vehicle or asset class. We receive no remuneration other than the fees detailed above. Neither our firm nor its employees receive any Advisor Fees, 12b-1 fees, loads, or kickbacks, nor do we benefit in any way from other types of fee-sharing arrangements from the funds or other providers we utilize on our clients’ behalf. Our fees do not include fund-level management or administrative fees, trading expenses charged by brokers, custodians, mutual funds, exchange traded funds or other third-party managers. Financial planning only relationships We render financial planning only services pursuant to fixed fee arrangements. Annual fees are 6  negotiated based on the complexity of the assignment and charged quarterly in arrears. Investment trust advisor accounts Our standard annual fee for Investment Trust Advisor accounts is based on the market value of assets managed as follows: 1.15% on the first $3,000,000 0.90% on the next $2,000,000 0.65% thereafter Less the Directed Trustee fee charged by Bell Bank. Self-directed accounts Clients may choose to open self-directed accounts to hold securities for which we have no investment responsibility or discretion but perform certain administrative tasks. We charge an annual fee of 0.10% of the market value to cover administrative expenses. Clients may direct us to hold a small number of securities in an otherwise discretionary account. We do not charge a fee for such unsupervised securities. Calculation and Billing Process Our annual fee is charged quarterly, in arrears. Wealth management fees for accounts held at Schwab are charged based on the average daily market value of the assets and cash in the account during the prior calendar quarter. The average daily balance of funds borrowed on margin against the holdings of the account (“margin balance”) are added back to the account for purposes of determining the average daily market value of the account. Fixed fees for financial planning only engagements are also charged quarterly in arrears. Such fee arrangements are outlined in the Engagement Letter with the client. Investment trust advisor fees for accounts held at Bell Bank are charged monthly or quarterly based on the average daily market value of the assets and cash in the account during the prior period. Our fees for accounts held elsewhere are charged at the end of each calendar quarter based on the market value of the assets and cash in the account on the last day of the calendar quarter. If an account is opened after the start of, or terminated prior to the end of, a quarter, the fee for such quarter is prorated based on the number of days during the quarter the account is open. Quarterly fees for accounts held elsewhere are pro-rated to reflect inflows or outflows in excess of 10% of the value on the first day of the quarter. Fee rates are guaranteed for a period of one (1) year after the investment management agreement is signed by us. Thereafter, fees may be changed with thirty (30) days’ written notice. We treat money market funds as part of the fixed income asset class. Money market funds are subject to fees unless otherwise agreed in writing. Money market balances are managed to ensure fund availability for upcoming cash requirements and are generally a small portion of the portfolio. In periods of low interest rates, clients will pay more in fees than they earn on money market funds. Other fees and expenses Schwab serves as our preferred qualified custodian for our clients’ accounts. Clients are responsible for paying trading expenses in their accounts. Other fees, such as most cashiering 7  and market-value based fees for principal and income accounting for certain agency accounts, are included in the fees we charge. Clients pay Schwab a flat custody fee for certain alternative assets, an $8.50 overnight check fee, and $25 processing fee for wire transfers requiring paper-based authorizations or DocuSign. Clients are not required to use Schwab as the custodian for their account and may negotiate such services and fees with other custodians of their choice. We reserve the right to charge additional fees as appropriate if clients choose a custodian other than Schwab. ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT We do not charge Performance Based Fees. ITEM 7 – TYPES OF CLIENTS We provide wealth management services to high net worth and other individuals and their trusts, private foundations, donor-advised funds, and other entities. We provide portfolio management services to 401(k) and profit-sharing plans, charitable institutions, corporations, business entities, foundations, and donor advised funds. ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Our investment philosophy is based on years of empirical research. It underlies an investment approach designed to reduce subjective biases, focus on factors with higher expected returns and deliver sustainable, long-term value for our clients. Our investment approach focuses on client goals, we implement solutions to achieve those goals and remain disciplined through periods of market volatility. Client portfolios and asset allocations are utilized to reflect the goals, risk preference, cash flow needs, tax situation and estate plans. Most of our clients utilize a global asset allocation approach to achieve their goals, though we do manage accounts that are focused exclusively on the U.S. markets. Our disciplined process recognizes that active management can provide advantages as compared to a passive, capitalization weighted index approach toward investing. Those advantages are more recognizable in less efficient parts of the market, namely small capitalization stocks, emerging markets, and fixed income. In constructing portfolios, systematic, factor-based investing is considered an active strategy and differs significantly from generic index-based strategies despite broad based terms like “value”, “growth”, “quality” or “momentum”. Our due diligence process emphasizes managers and styles of investing which have shown discipline, consistency, transparency, reasonable fees, and tax awareness. We incorporate both quantitative and qualitative factors in our analysis and maintain a rigorous, detailed approach and long-term view to creating the solutions necessary to meeting a client’s objectives. In constructing a portfolio, we create well-defined, diversified portfolios across a variety of asset classes that would be consistent with a targeted level of risk. Individual portfolio allocations are based on the risk characteristics and correlations between different asset classes. 8  Specific investment strategies are implemented using an optimal combination of mutual funds, exchange traded funds and individual securities where appropriate. We use subadvisors to manage portfolios for clients who choose to focus some or all their investments in companies managed to achieve enhanced environmental, social and/or governance (“ESG”) objectives or other values-aligned investing. Typical asset classes include U.S. equities across the market capitalization spectrum from Micro to Large, International equities including emerging markets and Fixed Income where it fits a need. Risk of Loss Investing involves taking risks. Not investing also involves risks. If clients are not exposed to the securities markets, they will not participate in the price appreciation those markets experience over long periods of time. Simply put, investment risk can be defined as fluctuation in price. For individuals, price fluctuations pose two types of risk:  Objective Risk: how much loss of value can be sustained in the short-to-medium term and still meet long-term objectives?  Subjective risk: how much loss of value can be endured without serious harm to a client’s emotional well-being and ability to sleep at night? Investment risk is comprised of numerous individual risks which can be classified into two general categories: systematic and unsystematic risk. Systematic risk, also known as market risk, relates to broad factors that affect the overall economy or financial markets. It cannot be attributable to the specific risk of individual investments. Systematic risk affects all securities, although in different proportions, and is both unpredictable and impossible to completely avoid. Common examples of systematic risk include:  macroeconomic risk factors such as changes in interest rates, inflation, fluctuations in currencies, recessions, etc.  geopolitical risk factors including instability or unrest in one or more regions of the world including terrorist attacks, wars, pandemics, etc. Though systematic risk cannot be avoided, it can be managed by holding portfolios which include a variety of asset classes while maintaining exposure across global markets. Unsystematic risk is a risk unique to a specific company, industry, or product. Common examples of unsystematic risk include:  business risks including management or operational risk, product risk, obsolescence risk regulatory risk   credit or balance sheet risk Unsystematic risk can be reduced through a diversified investment portfolio. Our philosophy and process of constructing well diversified portfolios amongst and within asset classes including geographic diversity is consistent with reducing this type of risk. All portfolios involve investing in securities which present a risk of loss that clients should be prepared to bear. 9  ITEM 9 – DISCIPLINARY INFORMATION Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to an evaluation of Marquette or the integrity of the firm. There is no information to disclose applicable to this Item. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS As noted in Item 4, Marquette maintains sub-advisory agreements with other registered investment advisors. These advisors are used to diversify portfolios across asset classes and categories not covered by investment strategies. Marquette does not receive compensation from these advisors. Marquette has no other financial industry affiliations. ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING We have a formal Code of Ethics (“Code”). The purpose of the Code is to reinforce the fiduciary principles that govern our conduct. All employees, interns, and contract employees, are access persons and must act in the best interest of the client, avoid any real or potential conflicts of interest and conduct their personal activities with the utmost integrity. Following is a summary of the Code: 1. The Code contains standards of business conduct including prohibitions on insider trading, fraudulent or deceptive acts and statements, and the malicious creation or spreading of rumors. Employees are subject to restrictions on certain outside activities, securities transactions, and gifts to and from clients, broker-dealers, vendors, or research providers. 2. The Code requires compliance with federal securities laws. 3. The Code requires review and reporting of personal securities transactions. 4. The Code obligates employees to report violations and Marquette to enforce sanctions. 5. The Codes requires annual acknowledgement by employees of the provisions of the Code as amended from time to time. The Code is designed to ensure that the personal securities transactions, activities, and interests of our employees will not interfere with (i) making decisions in the clients’ best interest and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own portfolios. When we have been given full investment discretion over employees’ portfolios, and a firm- wide asset allocation change is made, those portfolios are aggregated, with client portfolios. In such circumstances, employee and client portfolios receive securities at a total average price. Completed orders are allocated as specified in the initial trade order. Partially filled orders are allocated on a pro rata basis. Unless an employee has given full investment discretion to us, our Code requires pre- clearance of any employee transactions and prohibits employees from buying or selling securities on the same day as clients. The Code designates certain classes of securities transactions as exempt from this requirement, based upon a determination that such transactions would not materially interfere with clients’ best interest. Employee trading is continually monitored under the Code to reasonably prevent conflicts of 10  interest between Marquette’s employees and its clients. Clients or prospective clients may obtain a copy of the Code by contacting Christopher Vernier, our Chief Compliance Officer, at 612-661-3787 or christopher.vernier@marquettewm.com. We will not execute any principal or agency cross-securities transactions in client portfolios. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated fund and another client portfolio. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. Marquette is not dually registered as, or affiliated with, a broker-dealer. ITEM 12 – BROKERAGE PRACTICES We generally have two types of client portfolios: Full discretion and directed. In full discretion portfolios, we possess sole authority with respect to transactions, timing of transactions and choice of brokers. Such authority can be limited by clients at any time with respect to any or all such factors. We allow clients to maintain self-directed accounts when such accounts are merely part of an overall wealth management relationship. Clients may execute trades directly with Schwab in those accounts or may direct us to initiate trades on their behalf. We will use the same brokers for those trades as we use for discretionary trades. The Custodians and Brokers We Use We do not maintain custody of the assets we manage; however, we may be deemed by our regulators to have custody of assets if we have authority to withdraw assets from client accounts (see Item 15 Custody, below). Client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend our wealth management clients use Schwab, a FINRA-registered broker- dealer and member SIPC, as the qualified custodian. We are not affiliated with Schwab. Schwab will hold client assets in a brokerage account and will buy and sell securities per our instructions. While we recommend that clients use Schwab as custodian/broker, clients decide whether to do so and will open accounts with Schwab by entering into an account agreement directly with them. Even though client accounts are maintained at Schwab, we can still use other brokers that can be used to execute trades, as described later in this section. Occasionally, clients name us as Investment Trust Advisor for personal trust accounts of which Bell Bank serves as Directed Trustee. Bell Bank serves as qualified custodian for those accounts. How We Select Brokers/Custodians We seek to recommend a custodian/broker who will hold client assets and execute transactions on terms that are most advantageous to clients overall when compared to other available providers and their services. 11  We consider a wide range of factors are considered, including but not limited to these:  combination of transaction execution services along with asset custody services (generally without a separate fee for custody)  capability to execute, clear and settle trades (buy and sell securities for client accounts)  ability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.)  breadth of investment products made available (stocks, bonds, mutual funds, exchange traded funds (ETFs), etc.)  quality of services including its commitment to cybersecurity  competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them. reputation, financial strength, and stability of the provider   ability to get the best price.  knowledge of market, securities, and industries, and  of other products and services that benefit us, as discussed below (see “Products and Services Available to Us from Schwab”) Custody and Brokerage Costs Schwab generally does not charge separately for custody services, nor does it charge commissions on trades that we execute in clients’ Schwab accounts. In lieu of commissions, Schwab charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade we execute with a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into clients’ Schwab accounts. Schwab charges a flat $15 fee for purchases and sales of mutual funds. This fee does not apply to mutual funds managed by Schwab and other companies with which Schwab has an agreement. These fees are in addition to the commissions or other compensation paid to the executing broker-dealer. Bell Bank receives a commission for equity trades that it executes for trust accounts where it serves as Directed Trustee. The commission rate is currently $.05/share. Bell does not charge a separate “prime broker” or “trade away” fee. Clients who select the broker to use for executing their transactions may eliminate or reduce our ability to negotiate commissions and otherwise obtain the best price and execution. Products and Services Available to Us from Schwab Schwab serves many independent investment advisory firms like us. They provide access to its institutional brokerage – trading, custody, reporting and related – services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help manage or administer client accounts while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis and at no charge if a total of at least $10 million of client’s assets are held in accounts at Schwab. If the minimum is not met, Marquette may be subject to a quarterly service fee. Below is a more detailed description of Schwab’s support services: Services that Benefit Clients. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some which we might not 12  otherwise have access to or that would require a significantly higher minimum initial investment by our clients. Services that May Not Directly Benefit Clients. Schwab also makes available other products and services that benefit us but may not directly benefit clients. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. This research may be used to service all or a substantial number of client accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:  provides access to client account data (such as duplicate trade confirmations and  account statements) facilitates trade execution and allocates aggregated trade orders for multiple client accounts. facilitates payment of our fees from our clients’ accounts, and  provides pricing and other market data.   assists with back-office functions, recordkeeping, and client reporting. Services that Generally Benefit Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: technology, compliance, legal, and business consulting  educational conferences and events   publications and conferences on practice management and business succession, and  access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide other benefits such as occasional business entertainment for our personnel. We use these services extensively to enhance our clients’ overall experience. Our Interest in Schwab’s Services The availability of these services from Schwab benefits Marquette because the firm does not have to produce or purchase them. Marquette does not have to pay for Schwab’s services so long as a total of at least $10 million of client assets is kept in the accounts at Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The $10 million minimum may give us an incentive to recommend that clients maintain their accounts with Schwab based on our interest in receiving Schwab’s services that benefit our business rather than based on clients’ interest in receiving the best value in custody services and the most favorable execution of their transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. It is primarily supported by the scope, quality, and price of Schwab’s services (based on the factors discussed above – see “How We Select Brokers/Custodians to Recommend”) and not Schwab’s services that benefit us. Marquette held $817 million of client assets under management including directed accounts at Schwab as of December 31, 2024. 13  Other Brokerage Costs Where we use a broker other than Schwab to execute fixed income transactions, Schwab charges an allocation fee of $15 for each bond per client account. We do not charge a commission for buying or selling fixed income securities. We purchase bonds from dealers selected with the methodology outlined in “How we Select Brokers/Custodians”. We use brokers who have expertise in the areas of the fixed income markets in which we purchase bonds on behalf of our clients. To the extent we participate in newly issued public fixed income securities, which are offered by one or more brokers, we will participate with those brokers involved in the transaction. When selling bonds in the secondary market we use a competitive bidding process, where the broker with the highest price will purchase the bonds from us. When we purchase bonds in the secondary market, we use dealers who have expertise in the markets we trade in and/or a cost advantage which allows us to purchase bonds at a more favorable price. When we use a broker other than Schwab to execute equity transactions, the broker receives trading commissions. We do not use part of those commissions to pay for certain research services, information, advice, or data that meet the safe harbor provisions of Section 28(e) of the Securities and Exchange Act of 1934, known as "soft dollar," relationships. In the event we make an error in executing trades in client accounts, clients are reimbursed for any resulting loss. If the trade error results in a gain, clients retain the gain. Trade errors may be defined as any trading activity that is inconsistent with contractual, legal, or regulatory restrictions or is inconsistent with investment management intent. Examples of trade errors include, but are not limited to, the following:  Purchasing securities not permissible in client accounts  Purchasing or selling securities for an account that are different than the portfolio manager intended to purchase or sell, and  Purchasing or selling securities for a different account than the account the portfolio manager intended Trade errors may be identified through various internal sources that may include, but are not limited to, direct identification from portfolio management staff, post trade testing, or identification by oversight groups. Products and Services Available to Us from Other Third Parties Some of our providers give us opportunities to attend conferences and seminars and offer other resources and support services to us. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Such services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us if we express an interest in their investment offerings or continue to have an allocation to their investment products. Below is a more detailed description of support services: Services that Benefit Clients. Some of the investment products we offer our clients are not available to the public. Since we are viewed as one client to our managers, we may be able to obtain these products at a lower institutional rate, which will benefit clients. Services that May Not Directly Benefit Clients. These providers may allow us access to best 14  practice studies and analytics that help us manage and administer our clients’ accounts. Services that Generally Benefit Us. There are other services that third parties offer that are intended to help us manage and further develop our business enterprise. Some of these services include:  educational conferences and events  business consulting, and  publications and conferences on practice management and business succession ITEM 13 – REVIEW OF PORTFOLIOS Except where we are engaged to manage a portfolio within a specific mandate, the initial portfolio review is designed to identify the current and recommended overall asset allocation. Where appropriate, a transition plan is developed to communicate and manage tax implications of implementing our recommendations. If the initial portfolio review is not completed prior to our engagement, it is done as soon as practical after accounts are transferred. Once we review our recommendations with you and make appropriate adjustments, we prepare a formal Investment Policy Statement (“IPS”) as outlined in Item 16. The IPS generally governs how portfolios will be managed. Portfolios and their underlying securities are reviewed regularly by the account’s portfolio manager and the Investment team. Portfolios are reviewed formally at least quarterly by the Investment Committee to monitor adherence to their IPS. We review third-party managers at least annually to evaluate and monitor their continued appropriateness for accounts managed on behalf of our clients. We request certification of our sub-advisors' trading policies, compliance program and adherence to its Code of Ethics. Where sub-advisors use a portion of trading commissions to pay for certain research services, information, advice, or data, we seek assurance from each sub-advisor that it follows safe harbor provisions discussed in Item 12 above. Our Investment Committee (“IC”) is comprised of the following members:  President (“IC Chair”)  Vice President – Trading and Investment Operations (Secretary) We offer access to a client investment portal for wealth management portfolios over which we have discretion or other responsibility. This portal provides information on portfolio holdings, transactions, and performance. We provide performance of relevant benchmarks in the reports for comparison. When appropriate, we also provide customized reports and summaries. Clients receive income tax information as required by law from their account custodian. We manage accounts based on the client’s financial situation and investment objectives. Relationship managers coordinate an overall relationship and planning review at least annually; however, we recommend more frequent meetings. Clients are expected to notify their Relationship Manager of any changes that may impact their financial goals. Interim reviews are performed as necessary due to a change in their financial situation or estate plan. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Advisers may retain and compensate third parties to refer or endorse potential advisory clients 15  to them. These third parties are referred to as promoters. Zoe Financial established the Zoe Advisor Network as a means of helping individuals and other investors seeking fiduciary personal investment management services or financial planning services to help identify independent investment advisors like Marquette. Zoe Financial, Inc. is independent of and unaffiliated with Marquette and there is no employee relationship between Zoe Financial and the firm. Zoe provides a disclosure which describes the promotor’s agreement with Marquette Wealth, the compensation it will receive if the client hires Marquette and a statement of any material conflicts on interest on their behalf resulting from its relationship with Marquette and/or the compensation arrangement. Marquette pays the promoter a portion of the advisory fees earned for managing the account of the client that was referred. Firm policy is to fully comply with the requirements of SEC Rule 206(4)-1, under the Investment Advisers Act of 1940, as amended, and similar state rules, as applicable. We receive an economic benefit from Schwab and other third parties in the form of support, products, and services. How they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability to us of such products and services is not based on us giving particular investment advice, such as buying certain securities for our clients. We receive no other direct or indirect economic benefit, including but not limited to sales awards or other prizes, for providing investment advice or other advisory services to our clients from anyone that is not a client. ITEM 15 – CUSTODY Accounts Held at Schwab We use Schwab as our primary qualified custodian. Under government regulations, we are deemed to have custody of client assets if they authorize us to instruct Schwab to deduct our advisory fees directly from their account. Schwab maintains actual custody of client assets. Clients receive monthly account statements directly from Schwab. They are sent to the mailing address provided to Schwab or are made available electronically upon request. Clients should carefully review those statements promptly upon receipt. Investment information provided via the client investment portal may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies for certain securities. Schwab statements will generally exclude non-publicly tradable securities such as limited partnership interests, closely held stock, private promissory notes, etc. Accounts held at Bell Bank Bell Bank serves as qualified custodian for accounts where we are named Investment Trust Advisor. Under government regulations, we are deemed to have custody of trust assets if we instruct Bell Bank to deduct our fees directly from the trust account. Bell Bank maintains actual custody of client assets. Co-trustees receive account statements directly from Bell Bank at least quarterly. Beneficiaries receive account statements directly from Bell Bank at least annually. Statements are sent to the mailing address provided to Bell Bank or are available electronically upon request. Co-trustees and beneficiaries should carefully review those statements promptly upon receipt. Investment information provided via the client investment portal may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies for certain securities. Schwab statements will generally exclude non- publicly tradable securities such as limited partnership interests, closely held stock, private promissory notes, etc. 16  Accounts Held Elsewhere Clients are not required to use Schwab as their qualified custodian and may negotiate such services and fees with other custodians. If clients choose a custodian other than Schwab, they should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains the account(s). Clients should carefully review those statements promptly upon receipt. The investment information provided through our client portal may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies for certain securities. ITEM 16 – INVESTMENT DISCRETION We typically receive discretionary authority from clients at the onset of a wealth management relationship permitting us to select and identify the amount of securities to be bought or sold. In all cases, however, we exercise such discretion in a manner consistent with the agreed-upon stated investment objectives for client portfolios. Investment objectives, time horizon, cash requirements, tax status, restrictions and other pertinent facts are reflected in the IPS. Asset allocation targets are defined based on the above criteria and our assessment of your overall risk tolerance. The IPS contains detailed information about our investment philosophy and approach, each parties’ duties and responsibilities and our control procedures. An IPS signed by the client and by us must be on file before we begin management of the portfolio. When selecting securities and determining amounts to purchase or sell, we follow client- communicated investment limitations and restrictions. Such investment limitations and restrictions must be provided to us in writing and are generally incorporated into the IPS. The portfolio manager is responsible for ongoing management of the portfolio in accordance with the IPS. ITEM 17 – VOTING CLIENT SECURITIES As a matter of policy and as a fiduciary to our clients, Marquette does not accept the authority to vote on a client’s securities (i.e. proxies) on their behalf in relation to securities held in their accounts. Marquette updated this policy on May 31, 2024, and provided notice to clients. Marquette serves as Investment Trust Advisor for certain accounts held at Bell Bank. Marquette does not accept the authority to vote on a Bell Bank client’s security (i.e. proxies) on their behalf in relation to securities held in their accounts. Clients may contact Marquette with questions relating to proxy procedures and proposals; however, Marquette does not research proxy proposals. Class Actions. We will file securities class action claims on our clients’ behalf, provided that all relevant transactions occurred while they were our client. We use the services of Chicago Clearing Corporation (“CCC”) to file claims and collect proceeds. CCC receives 17.5% of the proceeds collected as compensation. Clients are not required to use this service and “opt-out” by informing us in writing if they do not want CCC to file claims on their behalf. ITEM 18 – FINANCIAL INFORMATION Registered investment advisers are required in this Item to provide clients with certain financial information or disclosures about their financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and we have not been the subject of bankruptcy proceeding. ITEM 19 – REQUIREMENTS FOR STATE-REGISTERED ADVISERS 17  We have no information applicable to this Item as we are registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. 18  BROCHURE SUPPLEMENTS I T E M 1 – G E N E R A L I N F O R M A T I O N Christopher M. Vernier Marquette Asset Management, LLC d/b/a Marquette Wealth Management 150 South Fifth Street, Suite 2800 Minneapolis, MN 55402 612-661-3787 I T E M 2 - E D U C A T I O N A L B A C K G R O U N D A N D B U S I N E S S E X P E R I E N C E Christopher M. Vernier - Born 1972 Education: University of St. Thomas: BBA, Accounting & Finance 1994 Business: Marquette Asset Management, LLC d/b/a Marquette Wealth Management: Vice President - Operations 1/05 - 1/09; Vice President - Trading and Investments 1/09 - 5/10; Senior Vice President - Trading and Investments 5/10 – 5/14; Managing Director – Investments 5/14 – 5/16; President 6/16 - present. I T E M 3 - D I S C I P L I N A R Y I N F O R M A T I O N Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to clients’ evaluation of each supervised person providing investment advice. No information is applicable to this Item. I T E M 4 - O T H E R B U S I N E S S A C T I V I T I E S Mr. Vernier is not engaged in any investment-related business activities other than his employment by us. I T E M 5 - A D D I T I O N A L C O M P E N S A T I O N Mr. Vernier receives no economic benefit for providing advisory services from anyone that is not a client. As an owner, he is compensated through guaranteed payments and his share of the firm’s profits. I T E M 6 - S U P E R V I S I O N Mr. Vernier is subject to our firm’s compliance policies and procedures and is monitored through normal ongoing compliance reviews. I T E M 7 - R E Q U I R E M E N T S F O R S T A T E - R E G I S T E R E D A D V I S E R S We have no information applicable to this Item as we are registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. 19  I T E M 1 – G E N E R A L I N F O R M A T I O N Valerie A. Thomas Marquette Asset Management, LLC d/b/a Marquette Wealth Management 150 South Fifth Street, Suite 2800 Minneapolis, MN 55402 612-661-3727 I T E M 2 - E D U C A T I O N A L B A C K G R O U N D A N D B U S I N E S S E X P E R I E N C E Valerie A. Thomas, CTFA®* - Born 1970 Education: University of Northwestern – St. Paul, MN: BS, Business Administration Business: Marquette Asset Management, LLC d/b/a Marquette Wealth Management: Senior Vice President 7/21 – 6/30; Managing Director and Chief Client Experience Officer 7/22 - Present. Carlson Capital Management, LLC, Bloomington, MN: Senior Integrated Wealth Advisor 10/18 - 7/21 CliftonLarsonAllen Wealth Advisors, LLC, Minneapolis, MN: Director and Senior Wealth Advisor, 12/15 - 10/18 *The Certified Trust & Fiduciary Advisor (CTFA®) designation is awarded to individuals who demonstrate excellence in the field of wealth management and trust. To qualify for the CTFA certification, individuals must have certain levels of experience and education in the trust profession, pass an exam, and agree to abide by a code of ethics. The CTFA exam covers many areas including fiduciary and trust activities, financial planning, tax law and planning, investment management and ethics. The CTFA advisory board has determined that a competent wealth management professional's expertise includes the following five knowledge areas:  Fiduciary & Trust Activities - Have a thorough understanding of the fundamental tenets of trust law (fiduciary powers, duties, and responsibilities in particular). Individuals must be familiar with various types of fiduciary relationships and activities that are essential to day-to-day account administration. Finally, they must also have knowledge of a trustee's responsibilities relative to investing trust assets, i.e., the prudent person and prudent investor rule, specific securities laws, OCC Regulation 9, and relevant ethical issues.  Financial Planning - Understand the entire spectrum of non-legal aspects of personal finance including recommendation and implementation of basic personal financial strategies related to wealth accumulation and distribution, tax planning, asset transfers and retirement planning. Due to its impact on a client's personal financial plan, individuals need to be able to assess a client's insurance program including life, property, disability, casualty, and health insurance. Last, individuals must understand estate planning techniques including the disposition of assets during a client's lifetime through a planned gift program as well as after death through a testamentary disposition.   Tax Law & Planning - Possess knowledge of Internal Revenue Code requirements related to taxation of trusts, personal income, and employee benefits. In addition, individuals need to understand individual and charitable trust taxes, the scope and requirements of gift taxes, estate taxes and generation skipping transfer taxes - among others. They must be able to advise clients on the federal tax consequences of various financial strategies including the acquisition and disposition of property. Investment Management - Have knowledge of economics and markets; especially, as they apply to the effect that major economic variables have on investment decisions. 20  Furthermore, individuals must be skilled in client portfolio management including various types of investments (including securities instruments), client objectives and constraints, and performance measurement.  Ethics - Must be familiar with ethics as it relates to unauthorized practice of law, confidentiality, breach of trust, self-dealing, issues dealing with unfair trading of securities, conflict of interest, prudent person standard, etc. Series 65 – Uniform Investment Adviser Law Examination, registered investment advisor, 2016   I T E M 3 - D I S C I P L I N A R Y I N F O R M A T I O N Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to clients’ evaluation of each supervised person providing investment advice. No information is applicable to this Item. I T E M 4 - O T H E R B U S I N E S S A C T I V I T I E S Ms. Thomas is not engaged in any investment-related business activities other than her employment by us. I T E M 5 - A D D I T I O N A L C O M P E N S A T I O N Ms. Thomas receives no economic benefit for providing advisory services from anyone that is not a client. She is compensated by us primarily through salary. She receives a referral fee for new clients referred to the firm. In addition, she receives incentive compensation based on our revenues and individual performance of defined objectives for her job responsibilities. I T E M 6 - S U P E R V I S I O N Ms. Thomas reports to Christopher Vernier, our President. She is subject to our firm’s compliance policies and procedures and is monitored through normal ongoing compliance reviews. Mr. Vernier can be reached at 612-661-3787. I T E M 7 - R E Q U I R E M E N T S F O R S T A T E - R E G I S T E R E D A D V I S E R S We have no information applicable to this Item as we are registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. 21  I T E M 1 – G E N E R A L I N F O R M A T I O N Jordan M. Elling Marquette Asset Management, LLC d/b/a Marquette Wealth Management 150 South Fifth Street, Suite 2800 Minneapolis, MN 55402 612-661-3754 I T E M 2 - E D U C A T I O N A L B A C K G R O U N D A N D B U S I N E S S E X P E R I E N C E Jordan M. Elling, CFP®* - Born 1993 Education: University of MN Duluth – Duluth, MN: BS, Finance, Financial Planning & Services Business: Marquette Asset Management, LLC d/b/a Marquette Wealth Management: Wealth Advisor 4/23 – Present CliftonLarsonAllen Wealth Advisors, LLC, Minneapolis, MN: Director and Senior Wealth Advisor, 11/2016 – 4/2023 * CERTIFIED FINANCIAL PLANNER® professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER® professional or a CFP® professional, and I may use these and the other certification marks (the “CFP Board Certification Marks”) that Certified Financial Planner Board of Standards Center for Financial Planning, Inc. has licensed to CFP Board in the United States. The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.cfp.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, an individual must fulfill the following requirements:  Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services, as well as a comprehensive financial plan development capstone course. A candidate may satisfy some of the coursework requirement through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course.  Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations.  Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements.  Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and 22  Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks:  Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional’s service. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client.  Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. I T E M 3 - D I S C I P L I N A R Y I N F O R M A T I O N Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to clients’ evaluation of each supervised person providing investment advice. No information is applicable to this Item. I T E M 4 - O T H E R B U S I N E S S A C T I V I T I E S Ms. Elling is not engaged in any investment-related business activities other than her employment by us. I T E M 5 - A D D I T I O N A L C O M P E N S A T I O N Ms. Elling receives no economic benefit for providing advisory services from anyone that is not a client. She is compensated by us primarily through salary. She receives a referral fee for new clients referred to the firm. In addition, she receives incentive compensation based on our revenues and individual performance of defined objectives for her job responsibilities. I T E M 6 - S U P E R V I S I O N Ms. Elling reports to Valerie Thomas, the Managing Director and Chief Client Experience Officer. She is subject to our firm’s compliance policies and procedures and is monitored through normal ongoing compliance reviews. Ms. Thomas can be reached at 612-661-3727. I T E M 7 - R E Q U I R E M E N T S F O R S T A T E - R E G I S T E R E D A D V I S E R S We have no information applicable to this Item as we are registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. 23