MORSE ASSET MANAGEMENT, INC.

Morse Asset Management, Inc. Part 2A of Form ADV: Firm Brochure 23 Old Kings Highway South, Suite 200 Darien, CT 06820 Tel: (646) 568-4083 March 31, 2025 This brochure provides information about the qualifications and business practices of Morse Asset Management, Inc. If you have any questions about the contents of this brochure, please contact us at (646) 568-4083. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about the Firm is also available on the SEC's website at: www.adviserinfo.sec.gov:. 1  Item 2: Material Changes There have been no material changes since March 31, 2024 2  Table of Contents Item 3: Item 1: Cover Page 1 Item 2: Material Changes from last filing (March 2024) 2 Item 3: Table of Contents 3 Item 4: Advisory Business 4 Item 5: Fees and Compensation 5 Item 6: Performance-Based Fees and Side-By-Side Management 6 Item 7: Types of Clients 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss 6 Item 9: Disciplinary Information 6 Item 10: Other Financial Industry Activities and Affiliations 6 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading 7 Item 12: Brokerage Practices 7 Item 13: Review of Accounts 10 Item 14: Client Referrals and Other Compensation Item 15: Custody 10 10 Item 16: Investment Discretion 10 Item 17: Voting Client Securities Item 18: Financial Information 11 11 3  Item 4: Advisory Business Morse Asset Management, Inc. ("MAM") is an SEC registered investment advisory firm headquartered in Darien, CT. MAM was established to pursue investment strategies of Balanced Management and Equity management. Morse Asset Management, Inc. provides fee-based investment advisory management services to individuals and institutional clients. Such services are guided by the objectives and restrictions outlined in each client's individualized Statement of Objectives and Guidelines. MAM also works with an affiliate, Private Capital Asset Management, Inc.. ("PCAM"),to which it provides certain administrative services and portfolio management. The following individuals are MAM's principal executive officers: ROBERT BRADLEY MORSE, PRESIDENT & CHIEF EXECUTIVE OFFICER Post-Secondary Education: Colby College, BA 2003 Recent Business Background: CG Asset Management LLC - Managing Director Merrill Lynch - Financial Advisor IAN ANDREW MCLAUGHLIN, MANAGING DIRECTOR, SECRETARY, CHIEF COMPLIANCE OFFICER Post-Secondary Education: University of Vermont, B.A. in History, 2003 Recent Business Background: CG Funds Trust - Executive Vice President CG Asset Management LLC - Executive Vice President and Assistant Secretary Evercore Wealth Management, LLC - Vice President, Wealth Adviser JIAN WANG, MANAGING DIRECTOR, PORTFOLIO MANAGER & TREASURER Post-Secondary Education: Long Island University, BS 1991 New York Institute of Technology, MBA 1995 4  Recent Business Background: CG Asset Management LLC - Managing Director, Portfolio Manager and Treasurer Evercore Wealth Management, LLC - Vice President Item 5: Fees and Compensation For the investment advisory services provided to individual and institutional clients of MAM, MAM is paid a fee based on a percentage of assets under management. Fees are generally charged quarterly in advance and are usually deducted directly from the client's custodial account. In a few cases clients may be charged fees monthly in advance. Investment advisory services begin on the effective date specified in the investment management agreement, with the fees for the first period charged on a pro-rata basis. Fee arrangements may also be negotiated in certain circumstances. MAM reserves the right to charge a minimum annual fee for an account. The following are the maximum fees charged to individual and institutional clients: 1.25% per annum on the 1st $10 million; 1.00% per annum on the next $10 million to $20 million; 0.75% per annum over $20 million Fees are calculated and paid in accordance with the fee schedule outlined in the client's investment advisory agreement. MAM or the client may terminate the investment management agreement at any time upon written notice to the other party, subject to the terms of the agreement. Clients must pay for investment advisory services rendered through the effective date of termination of the agreement. If the client has paid fees in advance, a pro-rata refund of the fees shall be paid by MAM. Other types of fees or expenses paid by a client include brokerage commissions, custody fees and expenses of third party mutual funds. Clients have the option to purchase or sell securities through custodians or brokers other than those brokers selected by MAM. Brokerage Practices are discussed in Item 12 of this brochure. 5  Item 6: Performance Based Fees and Side-by-Side Management We do not engage in investment management service that includes a performance-related fee. Types of Clients Item 7: MAM provides advisory and investment supervision to charitable organizations, foundations, endowments, pension and profit sharing plans, trusts, estates, individuals and high net worth individuals. The minimum dollar amount of assets ordinarily required for the establishment of a separate account is $1,000,000. However, MAM may waive investment minimums at its discretion. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Our analysis begins with a client's Statement of Objectives and Guidelines which takes into account a client's specific requirements and risk limitations, including planning of cash flow needs. We seek above benchmark returns, with diversified growth and value, commensurate with a longer term investment horizon, through a combination of fixed income and equity securities. While the equity portion is designed to provide the growth impetus plus income, the fixed income portion provides a reduction of risk exposure and contributes a level of secure income. The balance between the equity and fixed income allocations is determined by each client's specific needs and objectives, taking into account cash disbursement needs. The primary strategy for adding value to the portfolios is by applying long term investment fundamentals, investing in researched companies that are characterized by above average growth and cash flow potential, relative to their industry and competition. MAM also uses a forward looking statistical, multi-factor proprietary tool to help determine future value. Investing in all securities involves a risk of loss, but we believe that the above investment processes, combined with adequate diversification, can achieve rewards and help reduce these risks. Item 9: Disciplinary Information None of the Principals of MAM have been involved in any disciplinary events that would be material to a client's evaluation of Morse Asset Management, Inc. Item 10: Other Financial Industry Activities and Affiliations MAM has an affiliate RIA Private Capital Asset Management (PCAM), a registered investment advisor, MAM employees provide certain administrative and Investment services to clients of PCAM. MAM also shares certain resources with PCAM, such as technology support systems, human resources and office space. 6  Code of Ethics, Participation or Interest in Client Transactions, and Item 11: Personal Trading Code of Ethics MAM has a Code of Ethics adopted pursuant to SEC rule 204A-1, a copy of which will be sent to any client or prospective client upon request, by contacting the Chief Compliance Officer at (646) 568-4083. The Code requires that all personnel and related persons of MAM place the interests of clients ahead of their own interests, obtain prior approval for any personal security transactions, and refrain from any transaction where a conflict of interest with a client exists or may exist. All employees are required to submit statements of holdings upon initial employment and monthly thereafter, for their own and related person's accounts. The Code also imposes a limitation on gifts and entertainment that employees may give and receive and restricts and requires prior clearance for certain political contributions. Participation or Interest in Client Transactions The Code prohibits participation by employees or related parties in client transactions. Personal Trading As indicated above all personnel and related parties must receive prior approval for any security transactions and are not allowed to trade the same security at the same time as clients. Item 12: Brokerage Practices MAM considers the following when selecting broker-dealers for client transactions and determining the reasonableness of their compensation: (1) Execution services provided; (2) Timeliness of executions; (3) Accuracy and timeliness of trade confirmations; (4) Liquidity of securities traded; (5) Expertise in trading specific securities; and (6) Client direction. While MAM will seek competitive commission rates, it will not necessarily pay the lowest commission available. Transactions may involve specialized services on the part of a broker-dealer, which may justify higher commissions than would be the case for more routine services. Soft Dollars MAM may use brokerage "soft dollars" to pay for research services. Soft dollar arrangements are generally understood to be those where products or services other than the mere execution of securities transactions are obtained by an investment adviser from a broker-dealer in exchange for the direction of client 7  transactions by the investment adviser to the broker-dealer. Soft dollars are that portion of brokerage commissions that exceed the lowest rate available for basic execution services. MAM may seek lower brokerage commissions to the extent that doing so does not detract from its receiving valuable brokerage and research services. The commissions paid to any one broker-dealer may be greater than the amount charged by another firm for executing the same transactions if MAM determines in good faith that the amount of commissions charged by such broker-dealer are reasonable in relation to the value of the brokerage and research services provided. Selecting brokers on the basis of considerations that are not limited to applicable commission rates may at times result in higher transaction costs than may otherwise be obtainable. MAM intends to comply with the "safe harbor" provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, which permits the use of soft dollars to obtain brokerage and research services that provide lawful and appropriate assistance to the investment adviser in the performance of its investment decision-making responsibilities. The products and services available from brokers include both internally generated items (such as proprietary research reports prepared by employees of the broker-dealer), as well as items acquired by the broker-dealer from third parties (such as outside research prepared by third-party research firms). Research services may include, but are not limited to, written information and analyses concerning specific securities, companies, or sectors; market, financial, and economic studies and forecasts; financial publications; news, quotation, statistics, and pricing services; discussions with research personnel; databases; and services utilized in the investment management process. Brokerage services may include, but are not limited to, clearance, settlement, custody, securities lending and financing, and recordkeeping. Investment research and brokerage services received through soft dollar arrangements may be used by MAM in servicing various clients, and not all such services will necessarily benefit all clients. In addition, investment research and brokerage services received through soft dollar arrangements may benefit clients whose brokerage commissions did not generate the soft dollars used to pay for such services (e.g., clients with directed brokerage arrangements, as discussed below). Generally, trades for clients whose accounts are held in custody at a broker- dealer will be executed through the custodial broker-dealer and, may or may not, depending on MAM's arrangement with the broker- dealer, generate soft dollars. In some cases, MAM may instruct the custodial broker- dealer to "step out" a transaction to another broker-dealer which may incur additional costs to clients. Trades for clients whose accounts are held by non-broker custodians will be executed with broker-dealers through which MAM may generate soft dollars. Relationships with broker-dealers providing soft dollar services to MAM may influence MAM's judgment in allocating brokerage business, and may create a conflict of interest in using the services of these broker-dealers to execute securities transactions for clients. Because MAM does not have to produce materials in- house or pay for the research, products or services provided by these brokers, MAM may have an incentive to select or recommend a broker-dealer based on the soft dollar benefits it receives, rather than on the basis of obtaining favorable execution for clients. While MAM believes these relationships are generally beneficial, selecting broker-dealers on the basis of considerations other than applicable commissions may at times result in higher transaction costs than would otherwise be the case. Client Referrals MAM does not use brokerage commissions to compensate brokers for client referrals. Directed Brokerage 8  A client may direct MAM to execute transactions in his account through a specific broker-dealer. In this case, the client is responsible for negotiating the terms and arrangements for their account with that broker-dealer. MAM will not seek better execution services or prices from other broker-dealers and may not be able to aggregate the client's transactions with orders for other client accounts for execution through other broker-dealers. As a result, a client may not receive the best execution with a directed brokerage arrangement, and may pay higher commissions, greater spreads or other transaction costs, or receive less favorable net prices on transactions for the account than would otherwise be the case. When necessary, MAM may execute "step-out" trades for clients with directed brokerage arrangements which may incur additional costs. Trade Aggregation Orders for the same security entered on behalf of more than one client may be aggregated (i.e., blocked or bunched). Subsequent orders for the same security entered during the same trading day may or may not be aggregated with any previously filled or unfilled orders. All clients participating in an aggregated order shall receive the average price and, subject to minimum ticket charges, pay a pro-rata portion of commissions. Clients with directed brokerage arrangements generally will not participate in aggregated trades. The allocation of securities across client accounts will be based on various factors, including: account size, diversification, cash availability, and, where appropriate, the value of having a round lot in the portfolio. In the event an order is partially filled, MAM will make every effort to allocate in a fair and equitable manner, taking into account all relevant factors, including, but not limited to, the size of each client's allocation, clients' liquidity needs, and previous allocations. As a general practice, MAM shall seek to insure that each account gets a pro-rata allocation based on its initial allocation. In some circumstances, when a pro-rata allocation may not be practicable (e.g., clients receiving odd lots and/or insufficient quantities), MAM shall reallocate the order in a manner that it deems fair and equitable. With respect to fixed income securities, the MAM will take into account all relevant factors, including, but not limited to, par value, portfolio objectives, portfolio constraints, liquidity, tax considerations and credit quality. MAM selects investments for each client based on investment considerations for that client; therefore, the timing of purchases and sales, and the price paid or received, will vary and may be more or less favorable among similarly situated clients. Because different clients may have different objectives and guidelines, MAM may give advice to, and take action on behalf of any of its clients that differs from the advice that it gives, or the timing or nature of action that it takes on behalf of any other client. MAM may buy (or sell) a security for one client but not for another, or may buy (or sell) a security for one client while simultaneously selling (or buying) the same security for another client. Cross Trades MAM does not do cross trades. 9  Item 13: Review of Accounts Client accounts are reviewed on a daily basis by the portfolio manager responsible for the management of the account. Such reviews are designed to monitor and analyze client transactions, positions, and investment levels. Reviews may be occasioned by changes in client circumstances, financial condition, investment objectives or risk tolerances or changes in market outlook. Quarterly reports are provided to clients and include a summary of account holdings and values. More frequent and customized reports are available upon request. In addition, subject to the client's custodial agreement, clients will also receive monthly account statements confirming transactions, positions, and activity directly from their custodian, and in most instances, on-line access to their custodian statements, to view their accounts. Item 14: Client Referrals and Other Compensation MAM may pay compensation to its employees for introducing investment advisory accounts. Such compensation will usually consist of a percentage of the fees paid over a period of time. MAM does not currently pay unaffiliated third party solicitors for client referrals, but may do so in the future. Any compensation paid to employees, or unaffiliated third party solicitors, for introducing investment advisory accounts will be paid solely by MAM and will not affect the advisory fee paid by the client. MAM will comply with Rule 206(4)-3 under the Advisers Act with respect to its use of affiliated solicitations. Item 15: Custody MAM does not have custody of client assets. However, our firm directly debits advisory fees from client accounts. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. Custody of clients' funds and securities is maintained at banks, broker-dealers or other qualified custodians who will send clients monthly or quarterly statements. Clients are urged to review these statements and compare them with the statements received from MAM. Item 16: Investment Discretion Under its discretionary authority, and following the guidelines set forth in a client's Statement of Objectives and Guidelines, MAM is permitted, without obtaining prior approval, to determine (1) which securities to buy or sell; (2) the amount of securities to buy or sell; (3) the broker or dealer to execute the transaction; (4) the commission rates or mark-up or mark-down for the transaction; and (5) whether or not to invest the client's funds. This discretionary authority is set forth in the Client Agreement signed by the client.  Voting Client Securities Item 17: It is MAM's policy to vote proxies consistent with its fiduciary duty to clients. MAM shall generally be responsible for voting proxies on behalf of client accounts; however, clients may retain proxy voting authority. Where MAM votes proxies, MAM shall vote client proxies in a way that it believes will be in the best interest of the shareholders from a short and long term viewpoint. MAM's management are responsible for determining how to vote client proxies. To assist with this responsibility, they may engage a third-party proxy advisory company that makes recommendations on how to vote proxies in accordance with their pre-determined guidelines. If a material conflict of interest relating to a proxy arises between MAM and a client, MAM will review the conflict and determine the appropriate course of action, which may include a decision to vote the proxy in a particular manner, delegating proxy voting responsibility to the third-party proxy advisory company, passing the vote through to the client directly, or abstaining from the vote. MAM's proxy voting policy and procedures are available upon request by contacting the Chief Compliance Officer at 646-568-4083. Item 18: Financial Information MAM is not aware of any financial condition that is expected to affect its ability to manage client accounts. 11  Morse Asset Management, Inc. Part 2B of Form ADV: Brochure Supplement 23 Old Kings Highway South, Suite 200 Darien, CT 06820 Tel: (646)568-4083 March 2024 This brochure supplement provides information about the following employees of Morse Asset Management, Inc. ("MAM"): Jian H. Wang, I. Andrew McLaughlin, Robert B. Morse, Peter Kissel, James K. Cushing and Lauren K. Adelman It supplements MAM' s accompanying Form ADV brochure. Please contact MAM's Chief Compliance Officer at (646) 568-4083 if you have any questions about the Form ADV brochure or this supplement, or if you would like to request additional or updated copies of either document. Additional information about MAM is available on the SEC's website at www.adviserinfo.sec.gov:  Robert B. Morse - President & Chief Executive Officer Education Background and Business Experience Year of Birth: 1980 Formal Education after High School: Colby College, BA Economics and Environmental Policy 2003 Business Background for the Preceding Five Years: CG Asset Management LLC., Managing Director July 2015 to December 2016 November 2011 - July 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Financial Adviser July 2007 - October 2011 UBS Securities LLC, Associate Director of Prime Brokerage Client Services September 2004 - May 2007 Morse Williams & Co., Inc., Registered Client Associate Disciplinary Information Mr. Morse has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Mr. Morse or of Morse Asset Management, Inc. Other Business Activities Mr. Morse is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of MAM. Additional Compensation Mr. Morse does not receive economic benefits from any person or entity other than Morse Asset Management, Inc. in connection with the provision of investment advice to clients. Supervision Mr. Morse is supervised by officers of Morse Asset Management, Inc. and by MAM' s Chief Compliance Officer, I. Andrew McLaughlin. Information on how to reach these individuals can be obtained by calling the telephone number on the cover of this brochure supplement.  Jian Wang- Managing Director, Portfolio Manager, Treasurer Educational Background and Business Experience Year of Birth: 1962 Formal Education after High School: Long Island University, BS 1991 New York Institute of Technology, MBA 1995 Business Background for the Preceding Five Years: December 2013 to December 2016 - CG Asset Management LLC, Managing Director, Portfolio Manager, Treasurer May 2010 to October 2013 -Evercore Wealth Management, LLC, Vice President January 2005 to April 2010 - Morse, Williams & Co., Inc., Partner and Head Trader Disciplinary Information Mr. Wang has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Mr. Wang or of MAM. Other Business Activities Mr. Wang is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of MAM. Additional Compensation Mr. Wang does not receive economic benefits from any person or entity other than MAM in connection with the provision of investment advice to clients. Supervision Mr. Wang's activities are supervised by MAM's Chief Executive Officer, Robert B. Morse. Mr. Wang's activities are also overseen by the Chief Compliance Officer, I. Andrew McLaughlin. Any of these individuals can be reached directly by calling the telephone number on the cover of this brochure supplement.  Peter F. F. Kissel – Managing Director Education Background and Business Experience Year of Birth: 1977 Formal Education after High School: Rollins College, BA Economics 2000 Tulane University, MBA Finance 2005 Business Background for the Preceding Five Years: July 2019-April 2023 Scotiabank, Head of US Corporate Access and Development March 2012 – July 2019 Scotiabank/Scotia Howard Weil, Director, Lead Equity Analyst, Exploration and Production February 05 – March 2012 Howard Weil, Director, Lead Equity Analyst, Exploration and Production Disciplinary Information Mr. Kissel has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Mr. Wang or of MAM. Other Business Activities Mr. Kissel is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of MAM. Additional Compensation Mr. Kissel does not receive economic benefits from any person or entity other than MAM in connection with the provision of investment advice to clients. Supervision Mr. Kissel’s activities are supervised by MAM's Chief Executive Officer, Robert B. Morse. Mr. Wang's activities are also overseen by the Chief Compliance Officer, I. Andrew McLaughlin. Any of these individuals can be reached directly by calling the telephone number on the cover of this brochure supplement  I. Andrew McLaughlin - Executive Vice President and Chief Compliance Officer Education Background and Business Experience Year of Birth: 1981 Formal Education after High School: University of Vermont, BA History, 2003 Business Background for the Preceding Five Years: December 2013 to December 2016 CG Asset Management LLC, Vice President, Assistant Secretary Capital Guardian Funds Trust, Executive Vice President October 2014 to Present Wall Street Management Corporation, Vice President May 2010 to October 2013 Evercore Wealth Management, LLC, Vice President, Wealth Advisor The Wall Street Fund, Inc., Vice President Jan 2011 to December 2012 Morse, Williams & Co., Inc., Registered Client Associate January 2004 to May 2010 Disciplinary information Mr. McLaughlin has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Mr. McLaughlin or of Morse Asset Management, Inc. Other Business Activities Mr. McLaughlin is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of MAM. Additional Compensation Mr. McLaughlin does not receive economic benefits from any person or entity other than MAM in connection with the provision of investment advice to clients. Supervision Mr. McLaughlin is supervised by officers of Morse Asset Management, Inc. Information on how to reach these individuals can be obtained by calling the telephone number on the cover of this brochure supplement.  James K. Cushing- Vice President Education Background and Business Experience Year of Birth: 1984 Formal Education after High School: Trinity College, BA History 2007 Business Background for the Preceding Five Years: CG Asset Management LLC, Vice President December 2015 to December 2016 January 2008 - July 2015 Fiduciary Trust Company International, Relationship Associate Disciplinary Information: Mr. Cushing has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Mr. Cushing, or of Morse Asset Management, Inc.. Other Business Activities: Mr. Cushing is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of MAM. Additional Compensation: Mr. Cushing does not receive economic benefits from any person or entity other than Morse Asset Management, Inc. in connection with the provision of investment advice to clients. Supervision: Mr. Cushing is supervised by officers of Morse Asset Management, Inc. and by MAM' s Chief Compliance Officer, I. Andrew McLaughlin. Information on how to reach these individuals can be obtained by calling the telephone number on the cover of this brochure supplement.  Lauren K. Adelman - Associate and Assistant Secretary Education Background and Business Experience Year of Birth: 1979 Formal Education after High School: Massachusetts Institute of Technology, BS Biology, 2000 Business Background for the Preceding Five Years: CG Asset Management LLC, Associate, Assistant Secretary April 2014 to December 2 016 January 2013 to April 2014 Southport Lane Management, LLC, Executive Assistant and Office Manager Consultant, Various Temp. Assignments May 2011 to December 2012 May 2008 to April 2011 Paulson & Co., Inc., Executive Assistant to the President October 2005 to May 2008 Bear Steams & Co., Inc., Executive Assistant, Equity Research Disciplinary Information: Ms. Adelman has not been involved in any legal or disciplinary events that would be material to a client's evaluation of Ms. Adelman or of Morse Asset Management, Inc. Other Business Activities Ms. Adelman is not engaged in any other investment related business, and does not receive compensation in connection with any business activity outside of Morse Asset Management, Inc. Additional Compensation Ms. Adelman does not receive economic benefits from any person or entity other than Morse Asset Management, Inc. in connection with the provision of investment advice to clients. Supervision Ms. Adelman is supervised by officers of Morse Asset Management, Inc. and by MAM's Chief Compliance Officer, I. Andrew McLaughlin. Information on how to reach these individuals can be obtained by calling the telephone number on the cover of this brochure supplement.