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Item 1: Cover Page
Registered as New River Financial Group d/b/a Martin Wealth Solutions (CRD No. 283428)
Martin Wealth Solutions
1055 W. Main Street Christiansburg, VA 24073
Form ADV Part 2A – Firm Brochure
(540) 639-4810
https://planwellretirehappy.com
February 17th, 2026
This Brochure provides information about the qualifications and business practices of New River Financial
Group, LLC, d/b/a Martin Wealth Solutions “MWS”. If you have any questions about the contents of this
Brochure, please contact us at (540) 639-4810. 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. MWS is registered
as an Investment Adviser with the State of Virginia. Registration of an Investment Adviser does not imply any
level of skill or training. Additional information about MWS is available on the SEC’s website at
www.adviserinfo.sec.gov which can be found using the firm’s identification number 283428.
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Item 2: Material Changes
The following material changes have been made since the previously annual amendment filed version on March
14, 2025.
•
Item 5: Fees and Composition; advisor updated financial planning fee
Future Changes
From time to time, we will amend this Disclosure Brochure to reflect changes in our business practices, changes
in regulations and routine annual updates as required by the securities regulators. This complete Disclosure
Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change
occurs in the business practices of Martin Wealth Solutions.
At any time, you can view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public
Disclosure website at www.adviserinfo.sec.gov.
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Disclosure Brochures
Item 3: Table of Contents
Item 1: Cover Page .............................................................................................................................................. 1
Item 2: Material Changes .................................................................................................................................... 2
Item 3: Table of Contents .................................................................................................................................... 3
Item 4: Advisory Business ................................................................................................................................... 4
Item 5: Fees and Compensation........................................................................................................................... 9
Item 6: Performance-Based Fees and Side-By-Side Management .................................................................... 13
Item 7: Types of Clients .................................................................................................................................... 13
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................................. 13
Item 9: Disciplinary Information ....................................................................................................................... 16
Item 10: Other Financial Industry Activities and Affiliations ........................................................................... 16
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................ 17
Item 12: Brokerage Practices ............................................................................................................................. 18
Item 13: Review of Accounts ............................................................................................................................ 18
Item 14: Client Referrals and Other Compensation ........................................................................................... 19
Item 15: Custody ............................................................................................................................................... 20
Item 16: Investment Discretion ......................................................................................................................... 20
Item 17: Voting Client Securities ...................................................................................................................... 20
Item 18: Financial Information .......................................................................................................................... 20
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Item 4: Advisory Business
New River Financial Group, LLC d/b/a Martin Wealth Solutions is registered as an Investment Adviser with the
State of Virginia. We were founded in October 2011 and registered as an Investment Adviser in April 2016. Jim
S. Martin is the principal owner of MWS.
• As of December 31, 2025, we manage $377,087,213 on a discretionary basis.
Investment Management Services
We are in the business of managing individually tailored investment portfolios. Our firm provides continuous
advice to a client regarding the investment of client funds based on the individual needs of the client. Through
personal discussions in which goals and objectives based on a client's particular circumstances are established,
we develop a client's personal investment policy or an investment plan with an asset allocation target and create
and manage a portfolio based on that policy and allocation target. During our data gathering process, we
determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We can also
review and discuss a client’s prior investment history, as well as family composition and background.
Account supervision is guided by the stated objectives of the client (e.g., maximum capital appreciation,
growth, income, or growth and income), as well as tax considerations. Clients can impose reasonable
restrictions on investing in certain securities, types of securities, or industry sectors. Fees pertaining to this
service are outlined in Item 5 of this brochure.
SEI Mutual Fund Models Program
MWS offers asset management services through the SEI Mutual Fund Models Program (“SEI Program”) based
on the individual needs of clients. Within the SEI Program, we will select a mutual fund model created by SEI
that is generally comprised exclusively of mutual funds in the SEI family of funds (“SEI Funds”). We will assist
clients in selecting a model that is consistent with their investment objective and goals, and we will help them
select a rebalancing frequency for their account. SEI will be responsible for rebalancing the portfolio according
to their targeted asset allocations. Client assets in the SEI Program are held at SEI Private Trust Company as the
custodian. While MWS can assist clients completing the custodian paperwork, the client is ultimately
responsible for providing the necessary information to establish the account. Clients will retain all rights of
ownership on the account, including the right to withdraw securities or cash, vote proxies, and receive
transaction confirmations. In addition, clients will also have the ability to impose restrictions on investing in
certain securities or types of securities at the time they open the account. In order to hire MWS to provide
management services, the client will be asked to enter into a written investment advisory agreement with us for
the SEI Program. This agreement will set forth the terms and conditions of our relationship, including the
amount of your investment advisory fee.
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Disclosure Brochure
MSW has access to the TAMP reporting systems, client relationship management systems and workflow
systems to assist clients to establish an advisory account. Clients receive continuous investment advice based on
investment objective, risk profile and time-horizon. While investment strategies and recommendations are
tailored to the individual needs of each client, they consist of an asset allocation consistent with:
• Income with Capital Preservation. Designed as a longer-term accumulation account, this investment
objective is considered generally the most conservative. Emphasis is placed on generation of current
income with minimal risk of capital loss. Lowering the risk generally means lowering the potential
income and overall return.
• Income with Moderate Growth. This investment objective emphasizes generation of current income
with a secondary focus on moderate capital growth.
• Growth with Income. This investment objective emphasizes modest capital growth with some focus on
generation of current income.
• Growth. This investment objective emphasizes achieving high long-term growth and capital
appreciation. There is little focus on generation of current income.
• Aggressive Growth. This investment objective emphasizes aggressive growth and maximum capital
appreciation, with no focus on generation of current income. This objective has a very high level of risk
and is for investors with a longer timer horizon.
Financial Planning
Financial planning is a comprehensive evaluation of a client’s current and future financial state by using
currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining
aspect of financial planning is that through the financial planning process, all questions, information and
analysis will be considered as they impact and are impacted by the entire financial and life situation of the
client. Clients purchasing this service will receive a written or an electronic report, providing the client with a
detailed financial plan designed to achieve his or her stated financial goals and objectives.
The client always has the right to decide whether or not to act upon our recommendations. If the client elects to
act on any of the recommendations, the client always has the right to affect the transactions through anyone of
their choosing.
In general, the financial plan will address any or all of the following areas of concern. The client and advisor
will work together to select the specific areas to cover. These areas can include, but are not limited to, the
following:
• College Savings: Includes projecting the amount that will be needed to achieve college or other post-
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Disclosure Brochure
secondary education funding goals, along with advice on ways for you to save the desired amount.
Recommendations as to savings strategies are included, and, if needed, we will review your financial
picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if
appropriate).
• Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current
estate plan, which can include whether you have a will, powers of attorney, trusts and other related
documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by
implementing appropriate estate planning strategies such as the use of applicable trusts.
We recommend that you consult with a qualified attorney when you initiate, update, or complete estate
planning activities. We can provide you with contact information for attorneys who specialize in estate
planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in
meetings or phone calls between you and your attorney with your approval or request.
• Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will
identify what you plan to accomplish, what resources you will need to make it happen, how much time
you will need to reach the goal, and how much you should budget for your goal.
• Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long- term
care, liability, home and automobile.
• Retirement Planning: Our retirement planning services typically include projections of your likelihood
of achieving your financial goals, typically focusing on financial independence as the primary objective.
For situations where projections show less than the desired results, we can make recommendations,
including those that can impact the original projections by adjusting certain variables (e.g., working
longer, saving more, spending less, taking more risk with investments).
If you are near retirement or already retired, advice can be given on appropriate distribution strategies to
minimize the likelihood of running out of money or having to adversely alter spending during your
retirement years.
• Risk Management: A risk management review includes an analysis of your exposure to major risks that
could have a significantly adverse effect on your financial picture, such as premature death, disability,
property and casualty losses, or the need for long-term care planning. Advice can be provided on ways
to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing
so and, likewise, the potential cost of not purchasing insurance (“self-insuring”).
Retirement Plan Consulting Services
Investment advisor representatives assist clients that are trustees or other fiduciaries to retirement plans
(“Plans”) by providing fee-based consulting and/or advisory services. Investment Advisor Representatives
perform one or more of the following services, as selected by the client in the client agreement:
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• Assistance in the preparation or review of an investment policy statement (“IPS”) for the Plan based
upon consultation with client to ascertain Plan’s investment objectives and constraints.
• Acting as a liaison between the Plan and service providers, product sponsors or vendors.
• Ongoing monitoring of investment manager(s) or investments in relation to the criteria specified in
the Plan’s IPS or other written guidelines provided by the client to the Investment Advisor
Representative.
• Preparation of reports describing the performance of Plan investment manager(s) or investments, as
well as comparing the performance to benchmarks.
• Ongoing recommendations for consideration and selection by client about specific investments to
be held by the Plan or, in the case of a participant-directed defined contribution plan, to be made
available as investment options under the Plan.
• Training for the members of the Plan Committee with regard to their service on the Committee,
including education and consulting with respect to fiduciary responsibilities.
• Assistance in enrolling Plan participants in the Plan, including conductingan agreed upon number of
enrollment meetings. As part of such meetings, Representatives can provide participants with
information about the Plan, which includes information on the benefits of Plan participation, the
benefits of increasing Plan contributions, the impact of pre-retirement withdrawals on retirement
income, the terms of the Plan and the operation of the Plan.
• Assistance with investment education seminars and meetings for Plan participants. Such meetings can
be on a group or individual basis, and includes information about the investment options under the
Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment
concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment
time horizons and assess risk tolerance. Such meetings do not include specific investment advice
about investment options under the Plan as being appropriate for a participant.
• Assistance at client’s direction in making changes to investment options under the Plan.
• Assistance with the preparation, distribution and evaluation of Request for Proposals, finalist interviews,
and conversion support in connection with vendor analysis and service provider support.
• Preparation of comparisons of Plan data (e.g., regarding fees and services and participant enrollment and
contributions) to data from the Plan’s prior years and/or a benchmark group of similar plans.
• Assistance in identifying the fees and other costs borne by the Plan for, as specified by client,
investment management, recordkeeping, participant education, participant communication and/or other
services provided with respect to the Plan.
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Disclosure Brochure
If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under
the Plan, Investment Advisor Representatives do not provide investment advice regarding company stock and
are not responsible for the decision to offer company stock as an investment option. In addition, if participants
in the Plan invest the assets in their accounts through individual brokerage accounts, a mutual fund window, or
other similar arrangement, or obtain participant loans, Investment Advisor Representatives do not provide any
individualized advice or recommendations to the participants regarding these decisions. Furthermore,
Investment Advisor Representatives do not provide individualized investment advice to Plan participants
regarding their Plan assets.
If a client elects to engage the firm and our Investment Advisor Representatives to perform ongoing investment
monitoring and ongoing investment recommendation services in the client agreement, such services will
constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, the firm and our Investment
Advisor Representative will be deemed a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of
ERISA in connection with those services. Clients should understand that to the extent the firm and our IARs
are engaged to perform services other than ongoing investment monitoring and recommendations, those
services are not “investment advice” under ERISA, and therefore, the firm and our Investment Advisor
Representatives will not be a “fiduciary” under ERISA with respect to those other services.
Retirement Plan Rollovers
When the firm provides investment advice regarding retirement plan accounts or individual retirement accounts,
the firm is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act
(ERISA) and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts.
The way the firm makes money creates a conflict of interest; however, the firm is required to act in a client’s
best interest. More specifically, the firm must meet a professional standard of care when making investment
recommendations (give prudent advice); never put the firm’s financial interests ahead of a client’s interest (give
loyal advice); and avoid misleading statements.
ERISA Fiduciary
Such services provided as an Investment Advisor Representative are subject to the Investment Advisers Act of
1940 (“Advisers Act”), and the advisor is a fiduciary under the Advisers Act with respect to such services. In
addition, if client elects to engage an Investment Advisor Representative to perform ongoing investment
monitoring and ongoing investment recommendation services to a Plan subject to ERISA in the client agreement,
such services will constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, the Investment
Advisor Representatives will be deemed a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of
ERISA in connection with those services. Clients should understand that to the extent the investment advisor
representative is engaged to perform services other than ongoing investment monitoring and recommendations,
those services are not “investment advice” under ERISA and therefore, the investment advisor representative
will not be a “fiduciary” under ERISA with respect to those other services. From time to time the Investment
Advisor Representative can make the Plan or Plan participants aware of and can offer services available from
Investment
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Advisor Representative that are separate and apart from the services provided under Retirement Plan Consulting.
Such other services can be services to the Plan, to a client with respect to client's responsibilities to the Plan and/or
to one or more Plan participants. In offering any such services, the investment advisor representative is not acting
as a fiduciary under ERISA with respect to such offering of services. If any such separate services are offered to a
client, the client will make an independent assessment of such services without reliance on the advice or judgment
of the Investment Advisor Representative.
Client Tailored Services and Client Imposed Restrictions
We offer the same suite of services to all our clients. However, specific client financial plans and their
implementation are dependent upon a client Investment Policy Statement, which outlines each client’s current
situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the
selection of a portfolio that matches restrictions, needs, and targets. Clients can impose reasonable restrictions
on investing in certain securities, types of securities, or industry sectors. MWS will, in some cases, also
customize portfolios to fit the unique needs and situations for clients. However, a restriction request cannot be
honored if it is fundamentally inconsistent with MWS’s investment philosophy, is counter to the client’s stated
investment objectives, or would prevent the firm from properly servicing client accounts.
Wrap Fee Programs
MWS does not sponsor or act as the portfolio manager for a wrap fee program.
Item 5: Fees and Compensation
Please note, unless a client has received the firm’s disclosure brochure at least 48 hours prior to signing the
investment advisory contract, the investment advisory contract can be terminated by the client within five (5)
business days of signing the contract without incurring any advisory fees and without penalty. How we are paid
depends on the type of advisory service we are performing. Please review the fee and compensation information
below.
Investment Management Services
Our standard advisory fee is based on the market value of the assets under management per account. Advisor
charges a tiered management fee of up to 1.75% of the assets under management.
The annual fees are negotiable based on the scope, complexity as well as the time and credentials required.
These fees are pro-rated and paid in arrears on quarterly or monthly basis as indicted on the asset management
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agreement and the custodian selected. No increase in the annual fee shall be effective without agreement from
the client by signing a new agreement or amendment to their current advisory agreement.
Advisory fees are directly debited from client accounts, or the client can choose to pay by check. Accounts
initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time
remaining in the billing period. An account can be terminated with written notice at least 30 calendar days in
advance. Since fees are paid in arrears, no rebate will be needed upon termination of the account.
SEI Mutual Fund Models Program
The annual advisory fee for the SEI Program is as follows and is based on a percentage of the market value of
your account (excluding the outside manager fee). Advisor charges a tiered management fee of up to 1.75% of
the assets under management. Advisory fees are negotiable based on the scope and complexity as well as the
time and credentials required, and the amount of the advisory fee will be as stated in the application to establish
the account with SEI. Advisory fees are billed quarterly in arrears and calculated based on the account’s market
value on the last business day of the quarter. SEI, as the qualified custodian for the SEI Program account, is
responsible for calculating and deducting all advisory fees from the account.
As the SEI Program invests solely in mutual funds, please note that the client will pay the fund a management
fee and other expenses as a shareholder of the fund in addition to paying the above advisory fee to MWS. As the
funds can be purchased directly, clients could avoid the second layer of fees by not using MWS’s management
services and by making their own investment decisions. The SEI Program can cost clients more or less than if
the assets were held in a traditional brokerage account. In a brokerage account, clients are charged commissions
for each transaction, and MWS would have no duty to provide ongoing advice with respect to the account.
Clients can terminate the agreement for services with MWS at any time with 30 calendar days written notice.
Upon termination, any earned and unpaid fees will be immediately due to MWS.
MWS is not compensated by SEI. For additional information, refer to Item 12 – Brokerage Practices.
Depending on client need, they can be invested in a SEI program where SEI charges an additional fee of 0.20%
to 0.50%. In this event, SEI’s portion of the fee is included in the Annual Advisory Fee referenced above.
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Disclosure Brochure
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Financial Planning Hourly Fee
Financial Planning fee is an hourly rate of $400.00 per hour with a 5 hour Minimum requirement. The fee can
be negotiable in certain cases and at the sole discretion of MWS. An initial deposit of $2,000.00 (5 hours) at
the signing of the advisory agreement. The remaining hours worked, above the 5 hours, will be due at the
completion of the engagement. An account can be terminated with written notice at least 30 calendar days in
advance. In the event of early termination by client, any fees for the hours already worked will be due. If the
initial deposit is greater than the amount billed, then the client will be refunded the difference. If the initial
deposit is less, then the client will be billed the difference.
An ongoing financial planning engagement is also available for a monthly fee. Depending on the scope of
services the month fee generally ranges from $150 to $250.
Retirement Plan Consulting
The fee for Retirement Plan Consulting will not exceed 1.75% of plan assets under management. The total
estimated fee, as well as the ultimate fee that we charge you, is based on the scope and complexity of the
engagement. The fee-paying arrangement for Retirement Plan Consulting will be outlined in a separate
agreement.
Other Types of Fees and Expenses
Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses that can
be incurred by the client. Clients can incur certain charges imposed by custodians, brokers, and other third
parties such as custodial fees, 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. Mutual fund
and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus.
Such charges, fees and commissions are exclusive of and in addition to our fee, and we shall not receive any
portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or
recommending broker-dealers for client’s transactions and determining the reasonableness of their compensation (e.g.,
commissions).
We do accept compensation for the sale of securities or other investment products including asset-based sales
charges or service fees from the sale of mutual funds. Please see Item 10 for more detail.
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Disclosure Brochure
Item 6: Performance-Based Fees and Side- By-Side Management
We do not offer performance-based fees.
Item 7: Types of Clients
We provide financial planning and portfolio management services to individuals, charities, businesses, and high
net-worth individuals. We do not have a minimum account size requirement.
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
Our primary method of investment analysis is fundamental analysis. Our main investment strategy is passive
investment.
Fundamental Analysis
Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s
financial statements, details regarding the company’s product line, the experience, and expertise of the
company’s management, and the outlook for the company’s industry. The resulting data is used to measure the
true value of the company’s stock compared to the current market value. The risk of fundamental analysis is
that information obtained can be incorrect and the analysis cannot provide an accurate estimate of earnings,
which can be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing
fundamental analysis cannot result in favorable performance.
Passive Investment Management
We primarily practice passive investment management. Passive investing involves building portfolios that are
comprised of various distinct asset classes. The asset classes are weighted in a manner to achieve a desired
relationship between correlation, risk and return. Funds that passively capture the returns of the desired asset
classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual
funds or exchange traded funds.
Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio
have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency
(because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). In
contrast, active management involves a single manager or managers who employ some method, strategy or
technique to construct a portfolio that is intended to generate returns that are greater than the broader market or
a designated benchmark.
We refer clients to third-party investment advisers (“outside managers”). Our analysis of outside managers
involves the examination of the experience, expertise, investment philosophies, and past performance of the
outside managers to determine if that manager has demonstrated an ability to invest over a period and in
different economic conditions. We monitor the manager’s underlying holdings, strategies, concentrations and
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leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence process, we
survey the manager’s compliance and business enterprise risks. A risk of investing with an outside manager
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who has been successful in the past is that he/she cannot be able to replicate that success in the future. In
addition, as we do not control the underlying investments in an outside manager’s portfolio, there is also a risk
that a manager can deviate from the stated investment mandate or strategy of the portfolio, making it a less
suitable investment for our clients. Moreover, as we do not control the manager’s daily business and compliance
operations, we can be unaware of the lack of internal controls necessary to prevent business, regulatory, or
reputational deficiencies.
Material Risks Involved
All investing strategies we offer involve risk and can result in a loss of your original investment which you
should be prepared to bear. Material risks associated with our investment strategies are listed below.
• Passive Investing: A portfolio that employs a passive, efficient markets approach has the potential risk
at times to generate lower-than-average returns for the broader allocation than might be the case for a
narrowly focused asset class, and the return on each type of asset can be a deviation from the average
return for the asset class.
• Market Risk: Market risk involves the possibility that an investment’s current market value will fall
because of a general market decline, reducing the value of the investment regardless of the operational
success of the issuer’s operations or its financial condition.
• Active Portfolio Management: When a portfolio employs active investment management, strategies
(e.g., tactical trading), it can at times outperform or underperform various benchmarks or other
strategies. In an effort to meet or surpass these benchmarks, active portfolio management can require
more frequent trading or ‘turnover.” This can result in shorter holding periods, higher transactional costs
and/or taxable events generally borne by the client, thereby potentially reducing or negating certain
benefits of active asset management.
• Turnover Risk: At times, the strategy can have a portfolio turnover rate that is higher than other
strategies. A high portfolio turnover would result in correspondingly greater brokerage commission
expenses and can result in the distribution of additional capital gains for tax purposes. These factors can
negatively affect the account’s performance.
• Strategy Risk: The Adviser’s investment strategies and/or investment techniques cannot work as
intended.
• Small and Medium Cap Company Risk: Securities of companies with small and medium market
capitalizations are often more volatile and less liquid than investments in larger companies. Small and
medium cap companies can face a greater risk of business failure, which could increase the volatility of
the client’s portfolio.
• Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors
or types of investment. From time to time these strategies can be subject to greater risks of adverse
developments in such areas of focus than a strategy that is more broadly diversified across a wider
variety of investments.
• Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value can
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fall below par value or the principal investment. The opposite is also generally true: bond prices
generally rise when interest rates fall. In general, fixed income securities with longer maturities are more
sensitive to these price changes. Most other investments are also sensitive to the level and direction of
interest rates.
• Legal or Legislative Risk: Legislative changes or Court rulings can impact the value of investments, or
the securities’ claim on the issuer’s assets and finances.
• Inflation: Inflation can erode the buying-power of your investment portfolio, even if the dollar value of
your investments remains the same.
Risks Associated with Securities
Apart from the general risks outlined above which apply to all types of investments, specific securities can have
other risks.
• Commercial Paper is, in most cases, an unsecured promissory note that is issued with a maturity of 270
days or less. Being unsecured the risk to the investor is that the issuer can default.
• Common stocks can go up and down in price quite dramatically, and in the event of an issuer’s
bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic
environment could have an adverse effect on the price of all stocks.
• Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest
and repay the amount borrowed either periodically during the life of the security and/or at maturity.
Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay
current interest, but rather are priced at a discount from their face values and their values accrete over
time to face value at maturity. The market prices of debt securities fluctuate depending on such factors
as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when
interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the
greater its interest rate risk.
• Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes,
including the construction of public facilities. Municipal bonds pay a lower rate of return than most
other types of bonds. However, because of a municipal bond’s tax-favored status, investors should
compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s
tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general.
Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption
risk, credit risk, and liquidity and valuation risk.
• Options and other derivatives carry many unique risks, including time-sensitivity, and can result in the
complete loss of principal. While covered call writing does provide a partial hedge to the stock against
which the call is written, the hedge is limited to the amount of cash flow received when writing the
option. When selling covered calls, there is a risk the underlying position can be called away at a price
lower than the current market price.
• Exchange Traded Funds prices can vary significantly from the Net Asset Value due to market
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conditions. Certain Exchange Traded Funds cannot track underlying benchmarks as expected.
• Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client
indirectly bears its proportionate share of any fees and expenses payable directly by those funds.
Therefore, the client will incur higher expenses, many of which can be duplicative. In addition, the
client’s overall portfolio can be affected by losses of an underlying fund and the level of risk arising
from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also
subject to the following risks: (i) an ETF’s shares can trade at a market price that is above or below their
net asset value; (ii) the ETF can employ an investment strategy that utilizes high leverage ratios; or (iii)
trading of an ETF’s shares can be halted if the listing exchange’s officials deem such action appropriate,
the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which
are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over
the risks taken by the underlying funds in which clients invest.
Item 9: Disciplinary Information
Criminal or Civil Actions
MWS and its management have not been involved in any criminal or civil action.
Administrative Enforcement Proceedings
MWS and its management have not been involved in administrative enforcement proceedings.
Self-Regulatory Organization Enforcement Proceedings
MWS and its management have not been involved in legal or disciplinary events that are material to a client’s
or prospective client’s evaluation of MWS or the integrity of its management.
Item 10: Other Financial Industry Activities and Affiliations
No MWS employee is registered, or has an application pending to register, as a broker-dealer or a registered
representative of a broker-dealer.
No MWS employee is registered, or have an application pending to register, as a futures commission merchant,
commodity pool operator or a commodity trading advisor.
MWS only receives compensation directly from clients. We do not receive compensation from any outside
source.
Jim S. Martin is licensed to sell life and health insurance and engages in product sales with our clients, for
which he will receive additional compensation. Any commissions received through life or health insurance sales
do not offset advisory fees the client can pay for advisory services under MWS. A conflict of interest exists
between Mr. Martin and any client who engages Mr. Martin for insurance products, including fixed annuities,
fixed indexed annuities and other insurance products, in that he will receive additional compensation for the
sale of these products. Further, the Insurance Marketing Organization through which Mr. Martin engages in
insurance sales has, as a benefit of Mr. Martin doing business with him, assisted with the payment of
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advertising costs associated with Mr. Martin’s radio show, television and some workshops. Clients are under
no obligation to engage Mr. Martin for insurance sales.
Legacy Coordination, LLC is a subsidiary of MWS that provides Estate Planning Services to MWS clients.
Clients of MWS are not obligated to use the services of Legacy Coordination, LLC for estate planning services.
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of
each client. Our clients entrust us with their funds and personal information, which in turn places a high
standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents
the expected basis of all our dealings.
Code of Ethics Description
This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its
specific provisions will not shield associated persons from liability for personal trading or other conduct that
violates a fiduciary duty to advisory clients. A summary of the Code of Ethics' Principles is outlined below.
• Integrity - Associated persons shall offer and provide professional services with integrity.
• Objectivity - Associated persons shall be objective in providing professional services to clients.
• Competence - Associated persons shall provide services to clients competently and maintain the
necessary knowledge and skill to continue to do so in those areas in which they are engaged.
• Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable
to clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such
services.
• Confidentiality - Associated persons shall not disclose confidential client information without the
specific consent of the client unless in response to proper legal process, or as required by law.
• Professionalism - Associated persons’ conduct in all matter shall reflect credit of the profession.
• Diligence - Associated persons shall act diligently in providing professionalservices.
We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm
access persons to attest to their understanding of and adherence to the Code of Ethics at least
annually. Our firm will provide of copy of its Code of Ethics to any client or prospective client upon request.
Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest
Neither our firm, its associates or any related person is authorized to recommend to a client, or effect a
transaction for a client, involving any security in which our firm or a related person has a material financial
interest, such as in the capacity as an underwriter, adviser to the issuer, etc.
Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest
Our firm and its “related persons” can buy or sell securities like, or different from, those we recommend to
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clients for their accounts. To reduce or eliminate certain conflicts of interest involving the firm or personal
trading, our policy can require that we restrict or prohibit associates’ transactions in specific reportable
securities transactions. Any exceptions or trading pre-clearance must be approved by the firm principal in
advance of the transaction in an account, and we maintain the required personal securities transaction records
per regulation.
Trading Securities at/Around the Same Time as Client’s Securities
From time to time, our firm or its “related persons” can buy or sell securities for themselves at or around the
same time as clients. We will not trade non-mutual fund securities 5 days prior to the same security for clients.
Item 12: Brokerage Practices
Factors Used to Select Custodians and/or Broker-Dealers
As described in Item 4, MWS employs SEI Investments for portfolio management services. Specific custodian
recommendations are made to clients based on their need for such services. We recommend custodians based on
the reputation and services provided by the firm.
1. Research and Other Soft-Dollar Benefits
We currently do not receive soft dollar benefits.
2. Brokerage for Client Referrals
We receive no referrals from a broker-dealer or third party in exchange for using that broker-dealer or
third party.
3. Clients Directing Which Broker/Dealer/Custodian to Use
We do recommend a specific custodian for clients to use, however, clients can custody their assets at a
custodian of their choice. Clients can also direct us to use a specific broker-dealer to execute transactions.
By allowing clients to choose a specific custodian, we can be unable to achieve most favorable execution
of client transaction and this can cost clients’ money over using a lower-cost custodian.
Aggregating (Block) Trading for Multiple Client Accounts
Outside Managers used by MWS can block client trades at their discretion. Their specific practices are further
discussed in their ADV Part 2A, Item 12. Aggregating (Block) Trading for Multiple Client Accounts MWS
maintains the ability to block trade purchases across accounts but will rarely do so. While block trading can
benefit clients by purchasing larger blocks in groups, we do not feel that the clients are at a disadvantage due to
the best execution practices of our custodian.
Custodians the firm uses
• SEI Investments Management Corp. (CRD No. 105146)
• Trade-PMR Inc. (CRD No. 46350)
• Charles Schwab & Co., Inc. (CRD No. 5393)
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Item 13: Review of Accounts
Client accounts with the Investment Management Service will be reviewed on an annual basis by Martin Wealth
Solutions. The account is reviewed with regard to the client’s investment policies and risk tolerance levels.
Events that can trigger a special review would be unusual performance, addition or deletions of client-imposed
restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the
firm or per client's needs. Clients will receive trade confirmations from the broker(s) for each transaction in
their accounts as well as monthly or quarterly statements and annual tax reporting statements from their
custodian showing all activity in the accounts, such as receipt of dividends and interest. MWS will not provide
written reports to Investment Management clients.
Item 14: Client Referrals and Other Compensation
We do not receive any economic benefit, directly or indirectly from any third party for advice rendered to our
clients.
Ramsey Solutions
MWS has entered into a written arrangement with The Lampo Group, LLC d/b/a Ramsey Solutions (“Ramsey
Solutions”), a company owned by nationally syndicated financial advice radio host, television personality, and
author, Dave Ramsey, to be designated as a qualified investment professional (“SmartVestor Pro” or “Pro”)
under the SmartVestor program (“SmartVestor”) for the purposes of receiving client referrals from Ramsey
Solutions.
SmartVestor is offered through the Ramsey Solutions website (https://www.daveramsey.com/), which provides
a variety of financial and educational resources to consumers. Once on the SmartVestor website, clients must
enter basic identifying information, including name, e-mail address, telephone number, and zip code. Clients
are then provided with a list of up to five individual SmartVestor Pros that are located within the specific
market assigned to the client’s zip code. Unless a client opts out of having their contact information shared,
each Pro will generally contact a referred client within one business day of receiving the contact information.
MWS pays a monthly membership fee plus a monthly advertising fee for being a SmartVestor Pro. The fees
paid are payable regardless of whether any client chooses to communicate with or enter into an agreement with
the firm.
Smart Asset
MWS has entered into a written arrangement with Smart Advisors, LLC, a doing business as name of
SmartAsset, for the purposes of receiving client referrals.
SmartAsset is offered through a website (https://www.smartasset.com/), which provides a variety of financial
and educational resources to consumers. Once on the SmartAsset website, clients must enter basic identifying
information, including name, e-mail address, telephone number, and zip code. Clients are then provided with a
list of up financial advisors that are located within the specific market assigned to the client’s zip code.
MWS pays a monthly membership fee plus a monthly advertising fee for participating in Smart Advisors,
LLC. The fees paid are payable regardless of whether any client chooses to communicate with or enter into an
agreement with the firm.
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Item 15: Custody
MWS does not accept custody of client funds. Clients should receive at least quarterly statements from the
broker dealer, bank or other qualified custodian that holds and maintains client's investment assets. Client
assets are held at one of the following custodians as indicated on the asset management agreement.
For client account in which MWS directly debits their advisory fee:
• The custodian will send at least quarterly statements to the client showing all disbursements for the account,
including the amount of the advisory fee.
• The client will provide written authorization to MWS, permitting them to be paid directly for their accounts
held by the custodian.
Item 16: Investment Discretion
For those client accounts where we provide investment management services, we maintain discretion over client
accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold.
Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start
of the advisory relationship, the client will execute a Limited Power of Attorney, which will grant our firm
discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract
and signed by the client. Clients can impose reasonable restrictions on investing in certain securities, types of
securities, or industry sectors.
Item 17: Voting Client Securities
We do not vote Client proxies.
Item 18: Financial Information
Registered Investment Advisers are required in this Item to provide you with certain financial information or
disclosures about our financial condition. We have no financial commitment that impairs our ability to meet
contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding.
We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in
fees per client six months in advance.
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