View Document Text
Item 1.
Cover Sheet
Form ADV Part 2A Brochure
January 15, 2026
MAIN STREET INVESTMENT ADVISORS, LLC
707 SKOKIE BLVD SUITE 190
NORTHBROOK, ILLINOIS 60062
MANAGING PRINCIPALS:
WAYNE F. CARR
ALEXANDER L. ROSS
PHONE: 1-847-480-7055 FAX: 1-847-480-7099
Email: wcarr@msinvadv.com; aross@msinvadv.com
Web Address: www.mainstinvest.com
This brochure provides information about the qualifications and business practices of Main Street
Investment Advisors, LLC. If you have any questions about the contents of this brochure, please contact
us at 1-847-480-7055 or e-mail us at wcarr@msinvadv.com, or aross@msinvadv.com. The information in
this procure has not been approved or verified by the United States Securities and Exchange Commission
or by any state securities authority.
Additional information about Main Street Investment Advisors, LLC also is available on the SEC’s website
at www.adviserinfor.sec.gov. Within this brochure the term “registered investment adviser” or
“registered” may be used. These terms in no way should be understood to imply any certain skill level or
training.
Item 2. Material Changes
Since our last submitted Form ADV dated February 12, 2025, the following material
changes have been made.
One of the firm’s partners, Jeff Ross, has stepped down from an equity ownership role
and will continue as a Senior Advisor. Wayne Carr and Alexander L. Ross will serve as
the primary equity owners of the firm.
Our current Form ADV Part 2A (“Firm Brochure”) will be available to our existing and
prospective clients 24 hours a day through the Investment Adviser Public Disclosure
website. Additionally, we will annually and within 120 days of the end of our fiscal year,
provide you either: (i) a copy of our Firm Brochure that includes or is accompanied by a
summary of material changes; or (ii) a summary of material changes that includes an offer
to provide a copy of the current Firm Brochure. We urge you to carefully review all
subsequent summaries of material changes, as they will contain important information
about any significant changes to our firm, including but not limited to advisory services,
fee structure, business practices, conflicts of interest, and disciplinary history.
Item 3.
Table of Contents
Contents
Item 1. Cover Sheet ................................................................................................................................... 1
Item 2. Material Changes .......................................................................................................................... 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 ............................................................. 7
Item 7. Types of Clients ............................................................................................................................. 8
Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss ...................................................... 9
Item 9. Disciplinary Information .............................................................................................................. 10
Item 10. Other Financial Industry Activities and Affiliations ...................................................................... 11
Item 11. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ............... 12
Item 12. Brokerage Practices ..................................................................................................................... 13
Item 13. Review of Accounts ..................................................................................................................... 14
Item 14. Client Referrals and Other Compensation ................................................................................... 15
Item 15. Custody ........................................................................................................................................ 16
Item 16. Investment Discretion ................................................................................................................. 17
Item 17. Voting Client Securities ................................................................................................................ 18
Item 18. Financial Information ................................................................................................................... 19
Item 4.
Advisory Business
Main Street Investment Advisors, LLC (hereinafter “MSIA”) is a Limited Liability
Corporation jointly owned and operated by the two Managing Principals, Alexander L.
Ross and Wayne F. Carr. Founded in 2007 and having been state registered from that
date, MSIA became SEC-registered in 2018. We are located in Northbrook, Illinois.
Our firm provides advisory services and portfolio management primarily to high-net-worth
individuals and private foundations. We advise on matters of asset allocation and employ
investment processes that assist the clients in achieving investment goals which meet the
individual client’s objectives in terms of duration of investment and risk tolerance. Our firm
attempts to achieve these objectives through the use of equity securities, fixed income
securities, mutual funds, exchange traded funds (ETFs), Master Limited Partnerships and
options. Where appropriate, MSIA may recommend to clients the use of a proprietary
portfolio of securities selected by our firm. This portfolio is constructed with consideration
given to large capitalization companies with proven track records in their respective
industries and the potential of low risk, above average returns over intermediate term
(twelve to eighteen months). Additionally, MSIA utilizes a conservative option strategy,
with prior client approval, that is intended to enhance income returns and provide a partial
hedge over time. MSIA does not participate in any Wrap Fee Program.
Our firm also may utilize external investment managers that represent products created
by other Broker Dealers or Fund Managers (SMAs or separately managed accounts) for
those areas of investment where MSIA may be lacking in expertise. For example, MSIA
may utilize managers for international securities, emerging markets and small
capitalization issues. Although we do not actively manage the investments within these
products, our firm actively reviews the performance of these managers and will suggest
or recommend changes when deemed appropriate.
All of the above is done in concert with the client. Our firm completes a client profile that
attempts to cover all of the pertinent information about our clients including their
investment goals and objectives, any restrictions, and their financial position now and the
client’s view toward the future financial condition tax considerations. After receiving that
documentation, the specifics of an investment strategy is put into place for each individual
client.
MSIA does not advise its clients in legal proceedings (including class action, bankruptcies
and proxy matters) pertaining to securities held or purchased in client portfolios.
As of December 31, 2025 our firm has approximately $250,312,643 in assets under
management. These assets are managed on a discretionary basis that is approved by
our clients in our Advisory Agreement.
Item 5. Fees and Compensation
MSIA is compensated on Assets Under Management (AUM). Fees are charged on the
total assets under management and the rate does not change regardless of asset size.
These fees are charged at the beginning of each quarter (period forward) and are
calculated at a range between 0.125% or 12.5 basis points and .25% or 25 basis points,
an annualized rate of between 0.50% or 50 basis points and 1.00% or 100 basis points.
(This results in a charge of 0.125% and .25% at the beginning of each quarter). Fees will
be prorated for additions (i.e. contributions) and withdrawals that do not occur on the first
day of the quarter. Municipal Bond Accounts (i.e. accounts holding only municipal bonds)
will be separately negotiated. Fee rates are set at the discretion of MSIA and as negotiated
at the date the account is established. The amount of the fee on each account will be
reflected in the client investment management agreement.
Typically, these fees are deducted directly from the client’s account through the client’s
custodian (generally Fidelity Investment Services). Clients will receive statements from
their custodian, at least quarterly, indicating all amounts disbursed from the account
including the amount of management fees paid directly to MSIA.
In certain circumstances, we may enter into customized fee arrangements that differ from
our standard schedule. For example, we currently charge one client a flat annual fee
pursuant to a one-off agreement tailored to that client’s specific needs. Such
arrangements are negotiated individually and may vary based on the scope and
complexity of services provided.
As described in Item 4, MSIA may utilize external investment managers that represent
products created by other Broker Dealers or Fund Managers (SMAs or separately
managed accounts) for those areas of investment where MSIA may be lacking in
expertise. MSIA’s fees are separate, apart, and in addition to those charged by any
external investment managers used.
MSIA does not receive commissions, sales charges, or 12(b)-1 fees from mutual funds in
connection with client’s securities transactions. However, clients will incur applicable
charges imposed by broker-dealers and custodians, which may include brokerage
commissions, transaction fees, custodial fees, charges imposed directly by a mutual fund
or ETF in the account, which are disclosed in the fund’s prospectus (e.g., fund
management fees and other fund expenses), deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Such charges, fees and commissions
are exclusive of and in addition to MSIA’s advisory fee. For more information regarding
MSIA’s brokerage practices see Item 12.
In the event that a client terminates the relationship with MSIA, his (her) advisory fee will
be refunded on a pro-rata basis. We do not hold pre-paid fees other than period forward
payments on a quarterly basis and all fees reflect only the period of time the firm actively
manages the client’s assets.
Should a client of MSIA wish to purchase a security that has been recommended to them
by MSIA with another entity, brokerage or advisory firm, MSIA will make best effort to
facilitate such transaction.
Item 6.
Performance-Based Fees and Side-by-Side Management
Main Street Investment Advisors, LLC does not charge fees based on performance of the
assets under management (AUM) of our clients. We do not charge one client an advisory
fee under one method of calculation and charge another client under a different method.
We endeavor to treat all clients exactly alike. It is our belief that to differentiate the method
of management or fee calculation creates a disservice to our clients that could lead to
client dissatisfaction or a conflict of interest.
Item 7.
Types of Clients
The client base at Main Street Investment Advisors, LLC is comprised mainly of high-net-
worth individuals and private foundations. We have a minimum asset amount for opening an
account of $250,000. In the past we opened accounts for less than the minimum if such
accounts have the potential to grow quickly to the minimum level when aggregated,
exceed the minimum asset requirement or there is a relationship to a current client that
matches or exceeds the minimum. We, through our service providers at Fidelity
Investments and other custodians, offer and maintain a variety of account types, including
individual (single and joint) accounts, trusts, IRAs (Traditional, Rollover, Roth, SEP, and
SIMPLE), individual 401(k) plans, and 529 college savings plans.
Item 8. Methods of Analysis, Investment Strategies, and Risk of Loss
Main Street Investment Advisors principal method of investment analysis centers on
identifying large capitalization companies that have a significant competitive position
within a specific industry. Such companies should have the potential for an increase in
security price because of a low relative valuation to their peers or a potential for a change
in price due to a strategic corporate change that could lead to an improved relative
valuation.
We determine these investments using both fundamental and technical securities
analysis. Sources of information include our support relationship with Fidelity Institutional
Wealth Services, Ativo, Columbine Decision Economics, Standard and Poor’s, Morgan
Stanley, Truist, Moody’s, Reuters, Zacks, Stifel, Bank America/Merrill, Market Edge,
Morningstar, Barron’s, Investors Business Daily and the Wall Street Journal. MSIA
subscribes to Yahoo Finance, Investors Business Daily, MarketWatch for pricing, historic
detail, charting, peer group valuation, news and information. We also attend conferences,
both telephonic and in person, relating to specific companies and general economic
conditions.
Investing is not without risks. Clients of our firm should be prepared to incur normal market
fluctuations and the possibility that they may lose principal over time. We attempt to
minimize losses by establishing certain disciplines within the portfolios. One such
discipline occurs when a newly purchased security suffers a 20% decline, we will re-
evaluate the issue and most likely eliminate the position. Another method of mitigating
risk, adding to income and providing some downside protection to an investment involves
utilizing an option-writing program. This is generally regarded in the investment
community as a conservative method of investing. We establish this method in agreement
with our clients and after obtaining from clients a written authorization to open an option
account.
It is our goal to keep the account expenses at a minimum. We have negotiated with our
primary third-party custodian, Fidelity Investments, competitive costs for trades in
equities, options and fixed income instruments. We do not engage in short term trading
or in “frequency trading”. We are more inclined to a strategy of “buy- and- hold” and utilize
the option market to mitigate downside risk. We are “long term” investors and attempt
maintain an extremely low “turnover” rate.
MSIA buys only “no load” mutual funds.
Item 9.
Disciplinary Information
Wayne F. Carr has been in the investment business for 40 years. Alexander L. Ross has
been in the business for 19 years.
Wayne F. Carr was employed by Paine Webber Jackson & Curtis (5 years), Credit Suisse
(Credit Suisse First Boston) (25 years) and with Main Street Investment Advisors LLC for
the last seventeen years.
Alexander L. Ross was employed by Morgan Stanley (2 years), Credit Suisse (8 years)
and with Main Street Investment Advisors LLC for the last nine years.
Neither Wayne F. Carr, nor Alexander L. Ross has ever been the subject of either an
investigation or a disciplinary action by any securities industry regulatory body.
You are invited to seek additional information on the history of Wayne F. Carr, and
Alexander L. Ross through the SEC web-site at www.adviserinfor.sec.gov to verify this
history.
Item 10. Other Financial Industry Activities and Affiliations
Mr. Carr and Mr. Ross are no longer registered with broker-dealers and have no plans to
renew these licenses. We provide investment advisory services only.
In order to provide broker-dealer services to our clients we have an affiliation with Fidelity
Investment Services to provide our custodial and brokerage services through National
Financial Services. We also maintain a relationship with Stifel, which is custody assets for
certain investment programs not under the Fidelity platform. An example would be
separate account managers with a custodial relationship exclusively to Stifel. In addition,
we maintain a contractual arrangement with Fidelity Investment Services to provide our
clients with a variety of account analyses, portfolio appraisals and information that reflect
performance and investment history. We also maintain relationships with Capital Group /
College America 529 program and Illinois’ Bright Directions 529 program
We do not provide banking, accounting, insurance, real estate or legal information or
guidance to our clients. We do not receive any compensation from any outside party to
provide any of the previously mentioned services nor do we receive any type of
compensation for any of the investment elections we make for clients.
Item 11. Code of Ethics, Participation or Interest in Client Transactions,
and Personal Trading
Main Street Investment Advisors, LLC (MSIA) has adopted a Code of Ethics pursuant to
SEC rule 204A-1. This Code of Ethics governs the activity of the individuals involved in
the management of the client accounts. It sets the boundaries of acceptable and
unacceptable conduct in the process of managing those assets. It also requires MSIA to
collect and review records of employee securities transactions.
MSIA does not recommend or invest in securities in which the employees of the firm have
a financial or vested interest.
The individuals of the firm may invest in securities we recommend and invest in for clients,
in their own accounts. In the case of the individuals within the firm buying or selling
securities “side-by-side” with our clients, the client’s price is always the lowest price paid,
buys, or the highest price realized, sales, in the transaction. We believe that the practice
of investing in the same securities as our clients demonstrates the conviction we have in
the quality of the investment. Within this practice we do not allow employees to buy or sell
securities to our clients.
At any time that clients desire or need a copy of the full Code of Ethics for our firm, we
will gladly supply it to them.
Item 12. Brokerage Practices
MSIA primarily uses and recommends one broker-dealer for custodial and execution
services, Fidelity Investments. In selecting Fidelity, we endeavor to obtain best execution
for our clients. We have negotiated with Fidelity to obtain a very competitive commission
rate on securities transactions, and we believe it is one of the lowest in the business. We
have also considered qualitative factors, such as quality and promptness of overall
execution, available investment products, research provided, ability and willingness to
correct trade errors, and reliability and responsiveness of the organization.
Due to its relationship with Fidelity, MSIA may be eligible to receive certain products and
services offered by Fidelity (or a related party) at no additional charge or for a reduced
fee. Examples include fundamental research reports, technical and portfolio analysis,
pricing services, economic forecasting and general market information, historical
database
investment
information, and computer software which supports our
management process. These products and services are not based on the commissions
received by Fidelity for transactions in our client accounts ("soft dollar benefits"). All client
commissions are charged by Fidelity at the same rates and are not subject to change
based on any products used by the client.
MSIA does have some Separately Managed Accounts (SMAs) for certain client
strategies. There are situations where a SMA manager trades within a client’s account
custodied at Fidelity/NFS the SMA manager will generally execute through the account’s
designated broker (e.g., NFS for Fidelity-held accounts), subject to the manager’s best
execution obligations.
We do not have any soft dollar arrangements with any outside firm to receive research
on existing or potential investments. With the exception of trade journals and certain
newspaper subscriptions, we receive all research products free of charge. MSIA does not
utilize client commission dollars for any products such as “soft dollar” research.
We have no arrangements to receive compensation for recommending any other broker-
dealer to our accounts, nor do we permit client’s to direct business to any other broker-
dealer away from their custodian.
When we decide to purchase or sell the same securities for several clients at
approximately the same time, we may aggregate or "batch" such orders to obtain best
execution, negotiate more favorable commission rates, or allocate equitably among our
client’s differences in prices and commissions or other transaction costs that might have
been obtained had such orders been placed independently. Under this procedure,
transactions will be averaged as to price and will be allocated among our clients in
proportion to the purchase and sale orders placed for each client account on any given
day.
Item 13. Review of Accounts
Main Street Investment Advisors conducts monthly reviews of all client accounts. Each
year, we personally review accounts with our clients. We attempt to conduct the personal
reviews with both Managing Partners in attendance. If circumstances dictate that we
cannot perform a review in person, we conduct the review by telephone.
The reviews cover past performance versus the S&P 500, the Dow Jones Industrial
Average, U.S. Treasury yields and other appropriate indices. Client’s goals and changed
circumstances are examined as well and noted in our client profiles. At the meeting we
provide written reports by Fidelity, which reflect a variety of comparative views of the
account.
Item 14. Client Referrals and Other Compensation
We maintain no relationships other than Fidelity that have a direct relationship to our
accounts. Main Street Investment Advisors has no other arrangements with any source
outside of the firm in which we receive economic benefits for providing advice or advisory
services to our clients.
MSIA does not compensate outside sources for referrals.
Item 15. Custody
MSIA does not maintain custody of any client assets. All assets are held in custody at
Fidelity Investments, or Stifel. Fidelity provides monthly statements pertaining to their
accounts. Those assets held at Stifel are invested in separately managed accounts
(SMAs) whose holdings are reported to account owners on a monthly basis. Additionally,
those assets that are held at Capital Group, for the CollegeAmerica 529 savings plan and
Union Bank & Trust, for the Bright Directions 529 savings plan. MSIA has constructive
custody due to the ability to directly debit fees from client accounts, as authorized in client
investment management agreements. As the funds are held by the qualified custodians
listed above, and those qualified custodians send clients at-least quarterly statements,
MSIA is not subject to a surprise examination.
Item 16.
Investment Discretion
Main Street Investment Advisors requests that all clients give the firm discretion over all
assets in their accounts. Our Investment Advisory Agreement, approved in writing prior
to opening an account, expressly states the parameters of this discretionary arrangement.
Clients may restrict investments made by MSIA upon request. For example, a client may
not wish to be invested in gaming or alcohol-related issues. Such restrictions are noted
in MSIA’s client profiles.
Item 17. Voting Client Securities
MSIA does not vote the securities in a client account. All accounts are designed to receive
all voting and proxy materials directly from the custodian, generally Fidelity, or from the
issuing company directly.
MSIA does, however, stand ready to advise the client, upon request, as to the information
necessary to cast their vote in a manner that best represents his interests. Clients may
call us or e-mail us in order to receive our input.
Item 18.
Financial Information
Main Street Investment Advisors does not require a pre-payment of fees in excess of
$500.00 six months or more in advance. Therefore, the financial information required by
the SEC for ADV Part 2A, Item 18 is not applicable.
Such financial information is available upon request.
MSIA does not have a financial condition that could impair our ability to fulfill our
responsibilities as an Investment Advisor. We have never been the subject of a
bankruptcy petition.