Counsel Fiduciary has been in business as a registered investment adviser since June 5, 2006. The firm provides clients with a variety of wealth management solutions, which includes financial planning, consulting and investment management services. The principal owner of Counsel Fiduciary is Leith S. Harmon. As of December 31, 2022, the firm had $87,800,000 in assets managed on a discretionary basis and $1,800,000 in non-discretionary assets under management. Prior to engaging Counsel Fiduciary to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with Counsel Fiduciary setting forth the terms and conditions under which Counsel Fiduciary renders its services (collectively the “Agreement”). This Disclosure Brochure describes the business of Counsel Fiduciary. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of Counsel Fiduciary’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on Counsel Fiduciary’s behalf and is subject to Counsel Fiduciary’s supervision or control. Financial Planning and Consulting Services Counsel Fiduciary offers clients a broad range of comprehensive financial planning and consulting services addressing a number of investment and non-investment related matters. The firm provides these services either as part of an investment management engagement or as a standalone service. This service offering includes:
• Retirement planning
• Educational planning
• Insurance assessment
• Cash flow analysis
• Estate planning
• Financial education
• Tax strategy In performing its services, Counsel Fiduciary is not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. Counsel Fiduciary may recommend the services of itself and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if Counsel Fiduciary recommends its own services. The client is under no obligation to act upon any of the recommendations made by Counsel Fiduciary under a financial planning or consulting engagement or to engage the services of any such recommended professional, including Counsel Fiduciary itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of Counsel Fiduciary’s recommendations. Clients are advised that it remains their responsibility to promptly notify Counsel Fiduciary if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Counsel Fiduciary’s previous recommendations and/or services. Investment Management Services After the initial financial planning stage is complete, clients can engage Counsel Fiduciary to manage their investment portfolios on a discretionary basis. During the plan implementation phase, Counsel Fiduciary allocates clients’ investment management assets among Independent Managers (as defined below), mutual funds, exchange-traded funds (“ETFs”) and/or alternative investments in accordance with the investment objectives of the client. The firm also provides investment advice regarding legacy positions or investments otherwise held in its clients’ portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Certain of the alternative investments recommended by Counsel Fiduciary, which include debt, equity and/or pooled investment vehicles, exist in the form of private placement securities. As such, the firm limits such recommendations to those clients deemed to be “accredited investors,” as defined under Rule 501 of the Securities Act of 1933, as amended. Counsel Fiduciary also renders non-discretionary investment management services to clients relative to variable life/annuity products that they own, their individual employer-sponsored retirement plans and/or 529 plans or other Page 5 © Counsel Fiduciary, LLC 2023 products that are not held by the client’s primary custodian. In so doing, Counsel Fiduciary either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product. Counsel Fiduciary tailors its advisory services to the individual needs of clients. Counsel Fiduciary consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that impact the clients’ investment needs. Counsel Fiduciary ensures that

clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in Counsel Fiduciary’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. Counsel Fiduciary does not participate in wrap fee programs. Use of Independent Managers As mentioned above, Counsel Fiduciary recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain independent investment managers (“Independent Managers”), based upon the stated investment objectives of the client. The terms and conditions under which the client engages the Independent Managers are set forth in a separate written agreement between Counsel Fiduciary or the client and the designated Independent Managers. Counsel Fiduciary renders services to the client relative to the discretionary selection of Independent Managers. Counsel Fiduciary also monitors and reviews the account performance and the client’s investment objectives. Counsel Fiduciary receives an annual advisory fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Managers. When selecting an Independent Manager for a client, Counsel Fiduciary conducts a due diligence review to the extent available. Factors that Counsel Fiduciary considers in selecting an Independent Manager include investment objectives, the Independent Manager’s investment strategies, past performance and risk results, management style, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, are exclusive of and in addition to, Counsel Fiduciary’s investment advisory fee set forth above. As discussed above, the client may incur additional fees than those charged by Counsel Fiduciary, the designated Independent Managers and corresponding broker-dealer and custodian. In addition to Counsel Fiduciary’s written disclosure brochure, the client also receives the written disclosure brochure of the designated Independent Managers. Certain Independent Managers impose more restrictive account requirements and varying billing practices than Counsel Fiduciary. In such instances, Counsel Fiduciary may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. ERISA Requirements Counsel Fiduciary is a registered investment adviser. As a registered investment adviser we are held to the highest standard of client care – a fiduciary standard. As a fiduciary, we are legally obligated to always put client interests first and we take pride in doing so. We exercise the highest ethical standards and maintain a high level of knowledge and professional competence. Our policy is to identify and address all conflicts of interest, and to eliminate or make full and fair disclosure of them. In rendering investment advice to employer sponsored retirement plans and Individual Retirement Accounts (IRAs), we are subject to additional layers of regulation required by the Department of Labor Employee Retirement Income Security Act (DOL ERISA) and the Internal Revenue Service (IRS) Tax Code. Therefore, we must make the following additional affirmative statements and disclosures to you:
• Counsel Fiduciary is acting as a fiduciary as defined in ERISA 29 USC § 1002 (21) and applicable rules found in 29 CFR 2510.3-21 and as a registered investment adviser. Page 6 © Counsel Fiduciary, LLC 2023
• We will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, based on the investment objectives, risk tolerance, financial circumstances and needs of the client, without regard to our interests.
• Compensation for our services will not exceed “reasonable” compensation within the meaning of ERISA section 408(b)(2) and 29 CFR 4975(d)(2).
• At the time and circumstances in which a communication is made, Counsel Fiduciary will not mislead its clients in its communications. We apply care, skill, prudence, and diligence in providing financial and investment advice to all accounts of our clients, including retirement plan accounts and IRAs. We strive to keep our compensation reasonable and free from conflict and we always strive never to mislead our clients in any communications, again, regardless of the types of accounts our clients hold.