# MORGAN PARTNERS LLC X-17A-5 (2025-01-17) — Broker-dealer annual report - Company: MORGAN PARTNERS LLC - Form: X-17A-5 - Filed: 2025-01-17 - Period: 2024-12-31 - Accession: 0002013816-25-000003 - CIK: 1547179 - File #: 8-69082 - Type: Broker-dealer - Material weakness: No - Auditor: Morris & Morris, P.C. - Auditor location: Needham Heights, MA - Contact: Keith George - Phone: 212-668-8700 - Email: kgeorge@acisecure.com - Website: acisecure.com - Signed by: Hugh Keefe (Managing Director / CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1547179/000201381625000003/morganaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 OMB APPROVAL # ANNUAL REPORTS FORM X-17A-5 PART III | SEC FILE NUMBER | | |-----------------|--| | 8-69082 | | FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 AND ENDING 12/31/2024 FILING FOR THE PERIOD BEGINNING 01/01/2024 MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: Morgan Partners LLC TYPE OF REGISTRANT (check all applicable boxes): O Broker-dealer 0 Security-based swap dealer [ Major security-based swap participant Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 100 Worcester Street, Suite 202 (No. and Street) Wellesley Hills MA 02481 (City) (State) (Zip Code) PERSON TO CONTACT WITH REGARD TO THIS FILING 212-668-8700 Keith George kgeorge@acisecure.com (Name) (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Morris & Morris, P.C. (Name - if individual, state last, first, and middle name) 32 Kearney Road Needham Heights MA 02494 (City) (State) (Address) (Zip Code) January 6, 2010 4066 (Date of Registration with PCAOB)(if applicable) (PCAOB Registration Number, if applicable) FOR OFFICIAL USE ONLY Claims for exemption from the requirement that the annual reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | swear (or affirm) that, to the best of my knowledge and belief, the
Hugh Keefe
Same - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - | | | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--| | as of
financial report pertaining to the firm of Morgan Partners LLC
2024 is true and correct. I further swear (or affirm) that neither the company nor any
12/31 | | | | partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely
as that of a customer. | | | | Beth A. Ibrahim
Signature:
Notary Public
COMMONWEALTH OF MASSACHUSETTS
My Commission Expires
litle:
March 15, 2030 | | | | Managing Director / CCO | | | | Notary Public | | | | This filing** contains (check all applicable boxes): | | | | (a) Statement of financial condition. | | | | (b) Notes to consolidated statement of financial condition. | | | | (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of | | | | comprehensive income (as defined in § 210.1-02 of Regulation S-X). | | | | (d) Statement of cash flows. | | | | (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
[f) Statement of changes in liabilities subordinated to claims of creditors. | | | | (g) Notes to consolidated financial statements. | | | | (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. | | | | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | [j] Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. | | | | [ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or | | | | Exhibit A to 17 CFR 240.18a-4, as applicable. | | | | (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. | | | | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
□ (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR | | | | 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. | | | | (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net | | | | worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 | | | | CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences | | | | exist. | | | | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
[ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | [t] Independent public accountant's report based on an examination of the statement of financial condition. | | | | [ (u) Independent public accountant's report based on an examination of the financial statements under 17 | | | | CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. | | | | (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17
CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. | | | | (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17
CFR 240.18a-7, as applicable. | | | | ] (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, | | | | as applicable. | | | □ (γ) Report describing any material inadequacies found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). □ (z) Other: \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ **Report on Audit of Financial Statements and Supplementary Information For the Year Ended December 31, 2024** This report is deemed CONFIDENTIAL in accordance with Rule 17a-5(e)(3) under the Securities Exchange Act of 1934. A statement of financial condition bound separately has been filed with the Securities and Exchange Commission simultaneously herewith as a PUBLIC document. {3}------------------------------------------------ *December 31, 2024* ### **Contents** | Financial Statements | | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------| | Report of Independent Registered Public Accounting Firm | 1 - 2 | | Statement of Financial Condition | 3 | | Statement of Income | 4 | | Statement of Changes in Members' Equity | 5 | | Statement of Cash Flows | 6 | | Notes to Financial Statements | 7 - 10 | | Supplementary Information | | | Schedule I - Schedule of Computation of Net Capital Under Rule 15c3-1 of
the Securities and Exchange Commission | 11 | | Schedule II - Computation for Determination of Reserve Requirements and Information Relating to
Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission | 12 | | Exemption Report | | | Report of Independent Registered Public Accounting Firm | 13 | | Exemption Report Under Rule 15c3-3 of
the Securities and Exchange Commission | 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ### Report of Independent Registered Public Accounting Firm January 16, 2025 # TO THE MEMBERS OF 100 Worcester Street, #202 Wellesley, MA 02481 ### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Morgan Partners, LLC (the "Company") as of December 31, 2024, the related statements of income, changes in member's equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year then ended, in conformity with accounting principles generally accepted in the United States of America. ### Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. 32 Kearney Road • Needham Heights, MA 02494 • (781) 455-6900 • Fax (781) 455-6902 ![](_page_4_Picture_10.jpeg) The CPA. Never Underestimate the Value. {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) ### Report of Independent Registered Public Accounting Firm (Continued) ### TO THE MEMBER OF MORGAN PARTNERS, LLC January 16, 2025 Page 2 ### Supplemental Information The information contained in Schedule I - Computation of Net Capital Under Rule 15c 3-1 of the Securities and Exchange Commission ("Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The Supplemental Information is the responsibility of the Company's management. Our audit procedures included determining whether the Supplemental Information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Supplemental Information. In forming our opinion on the Supplemental Information, we evaluated whether the Supplemental Information, including its form and content is presented in conformity with 17 C.F.R. § 240.17a-5. In our opinion, Schedule I - Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission is fairly stated, in all material respects, in relation to the financial statements taken as a whole. Morris & Morris, P.C. We have served as the Company's auditor since 2024. Certified Public Accountants Needham Heights, MA 02494 ![](_page_5_Picture_7.jpeg) {6}------------------------------------------------ ### Statement of Financial Condition As of December 31, 2024 (A LIMITED LIABILITY COMPANY) #### **ASSETS** | Cash | \$
1,359,279 | |---------------------|-----------------| | Accounts receivable | 147,810 | | Right of use asset | 484,552 | | Prepaid expenses | 39,489 | | Security deposit | 22,381 | | Other assets | 17,598 | | TOTAL ASSETS | \$
2,071,109 | #### **LIABILITIES AND MEMBERS' EQUITY** | LIABILITIES
Accounts payable and accrued expenses | \$ | 27,750 | |------------------------------------------------------|----|-----------| | Operating lease liability | | 495,377 | | TOTAL LIABILITIES | | 523,127 | | MEMBERS' EQUITY | | 1,547,982 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | \$ | 2,071,109 | {7}------------------------------------------------ #### (A LIMITED LIABILITY COMPANY) Statement of Income For the Year Ended December 31, 2024 | REVENUE: | | |-------------------------------|-----------------| | Success fees | \$
3,437,633 | | Retainers | 724,537 | | Billable expense income | 54,335 | | Total Revenue | 4,216,505 | | OPERATING EXPENSES: | | | Compensation and benefits | 1,682,698 | | Occupancy and equipment | 137,661 | | Taxes | 85,741 | | Technology and communications | 97,951 | | Travel and entertainment | 89,617 | | Professional fees | 76,130 | | Insurance | 36,369 | | Regulatory expenses | 24,985 | | Other expenses | 75,393 | | Total Expenses | 2,306,545 | | NET INCOME | \$
1,909,960 | {8}------------------------------------------------ ### (A LIMITED LIABILITY COMPANY) Statement of Changes in Member's Equity For the Year Ended December 31, 2024 | MEMBERS' EQUITY, JANUARY 1, 2024 | \$
1,563,034 | |------------------------------------|-----------------| | Net income | 1,909,960 | | Member Distributions | (1,925,012) | | MEMBERS' EQUITY, DECEMBER 31, 2024 | \$
1,547,982 | {9}------------------------------------------------ ### (A LIMITED LIABILITY COMPANY) Statement of Cash Flows For the Year Ended December 31, 2024 | OPERATING ACTIVITIES: | | |-------------------------------------------------------------|-----------------| | Net income | \$
1,909,960 | | Adjustments to reconcile net income to net cash provided by | | | operating activities: | | | Net change in operating assets: | | | Increase in accounts receivable | (135,217) | | Decrease in prepaid expenses | 47,515 | | Increase in right of use asset | (412,580) | | Increase in other assets | (17,598) | | Decrease in equipment | 9,888 | | Net change in operating liabilities: | | | Decrease in accounts payable and accrued expenses | (82,858) | | Increase in right of use liability | 418,042 | | Net Cash Used in Operating Activities | 1,737,152 | | MEMBER DISTRIBUTIONS | (1,925,012) | | NET DECREASE IN CASH | (187,860) | | CASH AT BEGINNING OF YEAR | 1,547,139 | | CASH AT END OF YEAR | \$
1,359,279 | {10}------------------------------------------------ ### (A LIMITED LIABILITY COMPANY) Notes to Financial Statements December 31, 2024 ### **1. Organization and Nature of Business** Morgan Partners LLC (the "Company"), was established in the state of Massachusetts on July 22, 2005. It is a registered broker dealer and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). The Company commenced operations on October 19, 2012. The Company engages in the private placement of securities, mergers & acquisitions advisory services, corporate finance & development services, and investment banking advisory services. ### **2. Significant Accounting Policies** *Basis of Accounting* - The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). *Cash* **-** Cash consists of funds maintained in a checking account held at a single financial institution which is insured by the Federal Deposit Insurance Corporation, and at times may exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. *Income taxes* - The Company is a limited liability company and is not a tax paying entity for federal or state income tax purposes. Income of the Company is taxed to the member in its respective return. Therefore, no provision or liability for federal or state income taxes has been included in these financial statements. Management is responsible for evaluating the Company's uncertain tax positions in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification 740, Income Taxes. The Company has evaluated its tax positions taken for all open tax years and has not identified any uncertain tax positions which would require disclosure in the financial statements as of December 31, 2024. *Use of estimates* - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. {11}------------------------------------------------ Notes to Financial Statements December 31, 2024 (A LIMITED LIABILITY COMPANY) *Recent accounting pronouncements* - The Company follows ASC 280, Segment Reporting (including adoption of ASU 2023-07), which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating performance. The Company conducts its business activities and reports financial results as a single reportable segment, advisory services segment. Using the management approach, qualitative and quantitative criteria established by ASC 280, the Company is considered to be a single reportable segment. The Chief Compliance Officer and Managing Member of the firm serves as Chief Operating Decision Maker, which makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the advisory services segment are the same as described in the organization and nature of business and summary of significant accounting policies. The significant expenses of the segment are reported on the accompanying income statement of this report. #### **3. Revenue From Contracts With Customers** The Company accounts for its revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC Topic 606"). This revenue recognition guidance requires the Company to recognize revenue when it satisfies performance obligations according to the terms of its contracts and the customer receives control or derives benefits from the promised goods or services. A performance obligation is a promise to transfer a distinct good or service to the customer, and each performance obligation can be satisfied over time or at a point in time. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the promised goods or services. The Company enters into contracts that include multiple services, which are considered to be separate performance obligations if they are determined to be distinct within the context of the contract. Management's judgment is often required to identify distinct performance obligations. The performance obligation associated with private placement services is satisfied at a point in time, which is the transaction closing date. The consideration related to these services is generally a proportion of the investment capital raised. The Company had no contract assets or contract liabilities during the year or as of December 31, 2024. #### **4. Related Party Transactions** For the year ended December 31, 2024, the Company has determined that there are no material or significant transactions with related parties. #### **5. Net Capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1, or 8 to 1 in the first year of operations. At December 31, 2024, the Company had net capital of \$1,252,278, which was \$1,245,143 in excess of its required net capital of \$7,133. The Company's ratio of aggregate indebtedness to net capital was 8.54%. {12}------------------------------------------------ Notes to Financial Statements December 31, 2024 (A LIMITED LIABILITY COMPANY) #### **6. Concentrations of Risk** *Cash* - The Company maintains principally all cash balances in one financial institution which, at times may exceed the amount insured by the Federal Deposit Insurance Corporation. The exposure to the Company is solely dependent upon daily bank balances and the respective strength of the financial institution. The Company has not incurred any losses on this account. As of December 31, 2024, the account balance exceeds the insured limits of \$250,000 by \$1,109,279. Revenue from contracts with customers includes commission income and related fees from participation in private placements of equity securities. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. #### **7. Indemnifications** In the normal course of its business, the Company indemnifies and guarantees certain service providers against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. The Company provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld, due either to a change in or adverse application of certain tax laws. These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. {13}------------------------------------------------ ### (A LIMITED LIABILITY COMPANY) Notes to Financial Statements December 31, 2024 #### **8. Commitments and Contingencies** The Company entered into an agreement on March 8, 2024, to lease office space in Wellesley, MA with a lease commencement date of August 1, 2024 and a termination date of January 31, 2030. The minimum base rental commitments under this lease at December 31, 2024, are as follows: | Year Ending December 31, | | |--------------------------|---------------| | 2025 | \$
106,287 | | 2026 | 108,796 | | 2027 | 111,305 | | 2028 | 113,814 | | 2029 | 126,814 | | Thereafter | 21,440 | | Total | 588,456 | | Less: interest | 93,079 | | Lease liability | \$
495,377 | The lease is secured by a security deposit of \$22,381. #### **9. Subsequent Events** The Company has evaluated events subsequent to the balance sheet date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events which took place that would have a material impact on its financial statements. {14}------------------------------------------------ # **SUPPLEMENTARY INFORMATION** # **Morgan Partners LLC** (A LIMITED LIABILITY COMPANY) December 31, 2024 Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission #### **SCHEDULE I** | TOTAL MEMBER'S EQUITY QUALIFIED FOR NET | | |--------------------------------------------------------------------------------------|-----------------| | CAPITAL | \$
1,547,982 | | DEDUCTIONS AND/OR CHARGES: | | | Accounts receivable | (147,810) | | Tenant allowance | (68,425) | | Prepaid expenses | (39,489) | | Security deposit | (22,381) | | Other assets | (17,598) | | NET CAPITAL | \$
1,252,280 | | AGGREGATE INDEBTEDNESS: | | | Accounts payable and accrued expenses | 27,750 | | Right of use liability | 79,251 | | TOTAL AGGREGATE INDEBTEDNESS | \$
107,001 | | COMPUTATION OF BASIC NET CAPITAL REQUIREMENT | | | Minimum Net Capital Required (greater of \$5,000 or 6.67% of aggregate indebtedness) | \$
7,133 | | Excess net capital | \$
1,245,147 | | Percentage of aggregate indebtedness to net capital | 8.54% | There are no material differences between the preceding computation and the Company's corresponding unaudited Part II of Form X-17A-5 as of December 31, 2024. > See Report of Independent Registered Accounting Firm and Notes to Financial Statements. {15}------------------------------------------------ # **SUPPLEMENTARY INFORMATION** ### **Morgan Partners LLC** #### (A LIMITED LIABILITY COMPANY) Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements under Rule 15c3-3 of the Securities & Exchange Commission ### **SCHEDULE II** The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing an Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to the private placement of securities. The Company (1) did not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal period without exception. ### **SCHEDULE III** The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240.15c3-3, and is filing an Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to the private placement of securities. The Company (1) did not directly or indirectly receive, hold or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal period without exception. {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Required by SEC Rule 17a-5 for a Broker-Dealer not claiming an exemption from SEC Rule 15c3-3) TO THE MEMBERS OF MORGAN PARTNERS, LLC January 16, 2025 100 Worcester Street, #202 Wellesley, MA 02481 We have reviewed management's statement, included in the accompanying "Financial and Operational Combined Uniform Single Report – Part IIA, Exemptive Provision under Rule 15c3-3" in which (1) Morgan Partners LLC (Company) does not claim an exemption under paragraph (k) of 17 -3 and (2) Morgan Partners LLC is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34- -5 because the Company limits its business activities exclusively to: a. Engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined i. Private placement of securities; ii. Mergers and acquisitions advisory services; iii. Corporate finance and development services; and iv. Investment banking advisory services. - in FINRA's CAB rules and approved for membership in FINRA as a CAB - - - - In addition, the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year ended December 31, 2024, without exception. Morgan Partners LLC's management is responsible for compliance with the exemption provision and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about the Company's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 -5, and related SEC Staff Frequently Asked Question. Certified Public Accountants 32 Kearney Road • Needham Heights, MA 02494 • (781) 455-6900 • Fax (781) 455-6902 ![](_page_16_Picture_17.jpeg) The CPA. Never Underestimate the Value. {17}------------------------------------------------ #### Morgan Partners LLC Exemption Report Morgan Partners LLC (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F. R. §240.17a-5(d)(() and (4). To the best of its knowledge and belief, the Company states the following: 1. The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and 2. The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to: a. Engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB i. Private placement of securities; ii. Mergers and acquisitions advisory services; - iii. Corporate finance and development services; and - iv. Investment banking advisory services and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Morgan Partners LLC I, Hugh Keefe, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Hugh Keefe Managing Director, CCO 02/16/ Date Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.