Overview
- Headquarters
- Chesterfield, MO
- Average Client Assets
- $2.3 million
- SEC CRD Number
- 169091
Fee Structure
Primary Fee Schedule (MBM 2025 ANNUAL DISCLOSURE BROCHURE)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $500,000 | 1.50% |
| $500,001 | $1,000,000 | 1.25% |
| $1,000,001 | $2,000,000 | 1.00% |
| $2,000,001 | $4,000,000 | 0.75% |
| $4,000,001 | $10,000,000 | 0.50% |
| $10,000,001 | and above | 0.25% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $13,750 | 1.38% |
| $5 million | $43,750 | 0.88% |
| $10 million | $68,750 | 0.69% |
| $50 million | $168,750 | 0.34% |
| $100 million | $293,750 | 0.29% |
Clients
- HNW Share of Firm Assets
- 63.44%
- Total Client Accounts
- 1,624
- Discretionary Accounts
- 1,624
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Institutional Clients, Investment Advisor Selection
Regulatory Filings
Additional Brochure: MBM 2026 ANNUAL DISCLOSURE BROCHURE (2026-03-27)
View Document Text
Disclosure Brochure
Form ADV Part 2
March 20, 2026
This brochure provides information about the qualifications and business practices of MBM Wealth
Consultants, LLC (hereinafter “MBM” or the “Firm”). If you have any questions about the contents of this
brochure, please contact the Firm at the telephone number listed below. The information in this brochure has
not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any
state securities authority. Additional information about the Firm is available on the SEC’s website at
https://adviserinfo.sec.gov. You can search for MBM on this site by firm name, or by using MBM’s unique
identifier, CRD # 169091.
MBM is an SEC registered investment adviser. Registration does not imply any level of skill or training.
16401 Swingley Ridge Rd, Suite 450, Chesterfield, MO 63017 | (636) 274-6262
www.MBMwealth.com
Disclosure Brochure
as of March 20, 2026
Item 2. Material Changes
Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes
materially inaccurate. If there are material changes, MBM will notify clients and provide a summary of those
changes. MBM generally provides such notice on an annual basis; however, MBM will provide interim notice when
required or when MBM determines interim notice is meaningful. The last annual filing of MBM’s brochure dated
March 20, 2025, has been updated as of March 20, 2026. MBM has not identified any material changes since the
last annual amendment.
MBM will also make non-material edits from time to time to improve clarity, readability, or administrative accuracy.
MBM has relocated to a new office, a location in proximity to the prior office, where clients were notified upon the
move.
The current version of this Brochure
is available on the SEC’s public disclosure website (IAPD) at
https://adviserinfo.sec.gov/. Clients may also request a copy by contacting MBM at the phone number listed on
the cover page.
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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as of March 20, 2026
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 ......................................................................................................................... 6
Item 6. Performance- Based Fees and Side- by- Side Management ........................................................... 9
Item 7. Types of Clients ........................................................................................................................................ 9
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................................................... 9
Item 9. Disciplinary Information ....................................................................................................................... 13
Item 10. Other Financial Industry Activities and Affiliations ..................................................................... 13
Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..... 14
Item 12. Brokerage Practices ............................................................................................................................ 15
Item 13. Review of Accounts ............................................................................................................................. 18
Item 14. Client Referrals and Other Compensation ..................................................................................... 18
Item 15. Custody .................................................................................................................................................. 19
Item 16. Investment Discretion......................................................................................................................... 19
Item 17. Voting Client Securities ...................................................................................................................... 20
Item 18. Financial Information .......................................................................................................................... 20
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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Item 4. Advisory Business
MBM offers a variety of advisory services, which include financial planning, consulting, and investment
management services.
Prior to the rendering of any of the foregoing advisory services, clients are required to enter into one or more written
agreements with MBM setting forth the relevant terms and conditions of the advisory relationship (the
“Agreement”).
MBM has been an independent registered investment adviser since November 2013, originally registered with the
State of Missouri, and as of April 2018, MBM transitioned from State registration to SEC registration. As of
December 31, 2025, MBM had $476,665,130 of assets under management, all of which were managed on a
discretionary basis (reported on a regulatory assets under management basis). MBM is wholly owned by MBM
Wealth Group, LLC.
While this brochure generally describes the business of MBM, certain sections also discuss the activities of its
Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar
status or performing similar functions), employees (including independent contractors), or any other person who
provides investment advice on MBM’s behalf and is subject to the Firm’s supervision or control.
Financial Planning and Consulting Services
MBM offers clients a range of financial planning and consulting services, which may include, but are not limited to
the following services:
Investment Consulting
Insurance Needs Analysis
• Business Planning
• Cash Flow Forecasting
• Asset Allocation
• Retirement Planning
• Estate Planning
• Financial Reporting
• Distribution Planning
•
•
• Retirement Plan Analysis
• Charitable Giving
• Trust Consulting & Trustee Services
• Risk Management
• Social Security Planning
• Tax Planning and Coordination
• Education Funding Strategies & Coordination
• Retirement Plan Investment Consulting - 3(21)
• Retirement Plan Investment Management - 3(38)
In performing these services, MBM generally relies on information provided by clients and their other professionals
(e.g., attorneys, accountants) and does not independently verify such information unless otherwise agreed in
writing.
MBM may recommend the services of itself, its Supervised Persons in their individual capacities as insurance
agents or registered representatives of a broker-dealer, and other professionals to implement its recommendations.
A conflict of interest exists because MBM may receive additional compensation if clients engage MBM or related
persons to implement recommendations. Except where a client separately engages MBM for discretionary
investment management under a written Agreement, clients retain discretion regarding implementation decisions
and are under no obligation to act on MBM’s planning or consulting recommendations or to engage recommended
professionals. Clients are advised that it remains their responsibility to promptly notify MBM of any changes in their
financial situation or investment objectives for the purpose of reviewing, evaluating, or revising MBM’s previous
recommendations and/or services.
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Investment Management Services
MBM manages client investment portfolios on a discretionary or a non-discretionary basis. Additional information
regarding discretionary authority is provided in Item 16 (Investment Discretion).
The Firm primarily allocates client assets among individual debt and equity securities, options, and exchange-traded
funds (“ETFs”), in accordance with the investment objectives of its individual clients. On a more limited basis, the
Firm allocates client assets among mutual funds and various independent investment managers (“Independent
Managers”). In addition, MBM may also recommend that clients who qualify as accredited investors, as defined by
Rule 501 of the Securities Act of 1933, invest in privately placed securities, which may include debt, equity and/or
interests in pooled investment vehicles (e.g., hedge funds).
Clients may also engage MBM to advise on investment products that are not maintained at their primary custodian,
such as variable life insurance and annuity contracts, and assets held in employer sponsored retirement plans and
qualified tuition plans (i.e., 529 plans). In these situations, MBM directs or recommends the allocation of client
assets among the various investment options available for the product type. These assets are generally maintained
at the underwriting insurance company, or the custodian designated by the product provider. Where appropriate,
MBM may also provide advice about any type of legacy position or other investments held in client portfolios.
MBM tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that
client portfolios are managed in a manner consistent with their specific investment profiles. MBM consults with
clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints
and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify
MBM if there are changes in their financial situation or if they wish to place any limitations on the management of
their portfolios. Clients may request reasonable restrictions or mandates on account management. MBM will
evaluate requested restrictions and may decline restrictions that, in MBM’s judgment, are operationally
impracticable or inconsistent with the agreed investment strategy.
Retirement Plan Consulting Services
MBM offers discretionary investment management services to qualified retirement plan clients under Section 3(38)
of the Employee Retirement Income Security Act (“ERISA”). MBM develops an Investment Policy Statement (“IPS”)
to be approved by the plan fiduciaries; the IPS outlines how MBM will select, monitor, and replace the assets in the
plan. MBM is solely responsible for determining the appropriate investment options available to plan participants
and/or the plan, as applicable. MBM works with the plan’s third-party administrator and qualified custodian to
ensure the selected investment options are available within the plan. MBM is responsible for the ongoing
monitoring of investment options and implementing changes as necessary. Consent of the plan for investment
option changes is not required. MBM will continue to work with the plan fiduciaries to monitor plan investments,
provide fiduciary plan advice, including regular considerations of the goals and objectives of the plan, and provide
participant education services to the plan.
Use of Independent Managers
As mentioned above, MBM may select or recommend certain Independent Managers to actively manage a portion
of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are
set forth in a separate written agreement between the designated Independent Manager and either MBM or the
client. In addition to this brochure, clients also receive the written disclosure documents of the designated
Independent Managers engaged to manage their assets.
MBM evaluates various information about the Independent Managers it chooses to manage client portfolios, which
may include the Independent Managers’ public disclosure documents, materials supplied by the Independent
Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks
to assess the Independent Managers’ investment strategies, past performance, and risk results in relation to its
clients’ individual portfolio allocations and risk exposure. MBM also takes into consideration each Independent
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Manager’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities,
among other factors.
MBM continues to provide services relative to the discretionary or non-discretionary selection of the Independent
Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by
Independent Managers. MBM seeks to ensure the Independent Managers’ strategies and target allocations remain
aligned with its clients’ investment objectives and overall best interests.
IRA Rollover Recommendations
In complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02"), when applicable, MBM is
providing the following acknowledgment to clients. When MBM provides investment advice to clients regarding
their retirement plan account or individual retirement account, MBM is a fiduciary within the meaning of Title I of
the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. The way MBM makes money creates some conflicts with the clients’ interests, so
MBM operates under an exemption that requires MBM to act in the clients’ best interest and not put MBM’s interests
ahead of the clients. Under this exemption, MBM must:
• Meet a professional standard of care when making investment recommendations (give prudent advice),
• Never put MBM’s financial interests ahead of the clients when making recommendations (give loyal
advice),
• Avoid misleading statements about conflicts of interest, fees, and investments,
• Follow policies and procedures designed to ensure that MBM gives advice that is in the clients’ best
interest,
• Charge no more than is reasonable for MBM’s services, and
• Give the clients basic information about conflicts of interest.
MBM benefits financially from the rollover of the clients’ assets from a retirement account to an account that MBM
manages or provides investment advice, because the assets increase MBM’s assets under management and, in
turn, MBM’s advisory fees. As a fiduciary, MBM only recommends a rollover when MBM believes it is in the clients’
best interest.
Item 5. Fees and Compensation
MBM offers its services on a fee basis, which may include hourly and/or fixed fees, as well as fees based upon
assets under management. Additionally, certain of MBM’s Supervised Persons, in their individual capacities, may
offer securities brokerage services and insurance products under a separate commission arrangement.
Financial Planning and Consulting Fees
MBM generally charges either a negotiable hourly and/or fixed fee to provide clients with stand-alone financial
planning or consulting services. These fees are largely determined by the scope and complexity of the agreed
services and average approximately $150 on an hourly basis and range from $1,000 to $5,000 on a fixed fee basis.
When MBM provides trustee services, MBM may charge an annual fee based on the value of the trust assets
overseen by the trustee. The annual fee is prorated and charged quarterly, in advance, based upon the market value
of the trust assets.
The specific terms and fee structure are negotiated in advance and set forth in the Agreement. Unless otherwise
agreed, MBM requires payment of the financial planning or consulting fee upon execution of the Agreement. At the
client’s request, MBM may allow payment upon delivery of the financial plan or completion of services, provided
payment is made no later than six (6) months from the date of the Agreement. If the client engages MBM for
additional investment advisory services, MBM may offset all or a portion of its fees for those services based upon
the amount paid for the financial planning and/or consulting services.
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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Investment Management Fees
MBM provides investment management services to clients for an annual fee based on the amount of assets under
the Firm’s management. The annual fee is prorated and charged quarterly, in advance, based upon the market value
of the assets being managed by MBM on the last day of the previous billing period. The fee varies depending upon
the size of a client’s portfolio, and the type of services rendered based on the following blended fee schedule:
PORTFOLIO VALUE
First $500,000
Next $500,000
Next $1,000,000
Next $2,000,000
Next $6,000,000
Above $10,000,000
ANNUAL FEE
1.50%
1.25%
1.00%
0.75%
0.50%
0.25%
If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable
with respect to such assets is adjusted to reflect the change in portfolio value. For the initial period of engagement,
the fee is calculated on a pro-rata basis. In the event the Agreement is terminated, the fee for the final billing period
is prorated through the effective date of the termination and the unearned portion is refunded to the client, as
appropriate. Fees are negotiable and may vary among MBM’s clients in MBM’s sole discretion.
Fee Comparison
Clients should consider the scope and quality of services, conflicts, and total costs when comparing advisory firms.
Clients should be aware that similar advisory services may be available from registered investment advisers other
than MBM for lower fees than those set forth above.
Fee Debit
Clients generally provide MBM with the authority to directly debit their accounts for payment of MBM’s investment
advisory fees. The Financial Institutions that act as qualified custodians for client accounts have agreed to send
statements to clients not less than quarterly detailing all account transactions, including any amounts paid to MBM.
Alternatively, clients may elect to receive an invoice from MBM and remit payment directly.
Use of Margin
MBM may be authorized to use margin in the management of the client’s investment portfolio. In such cases, the
advisory fee may be calculated on the gross account value, including assets purchased using margin, as described
in the client Agreement; this increases both the account value used for billing and the corresponding advisory fee.
Retirement Rollovers
A client or prospective client leaving an employer typically has four options with respect to retirement plan assets
(and may use a combination of those options): (i) leave the money in the former employer’s plan, if permitted, (ii)
roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an
Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s
age, result in adverse tax consequences). All options should be carefully reviewed. MBM may recommend an
investor rollover plan assets to an IRA managed by MBM; if that IRA is charged an asset-based fee, that creates an
economic incentive for MBM to make that recommendation. This is a conflict of interest. No client or prospective
client is required to roll over plan assets to an IRA advised by MBM.
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There are many factors that MBM may consider before recommending a rollover, including but not limited to: (i)
the investment options available in the plan versus the investment options available in the IRA, (ii) the fees and
expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s
investment professionals versus that of MBM, (iv) the safety of assets at the plan’s custodian, including protection
from creditors and legal judgements, (v) the ability and ease of meeting Required Minimum Distributions from
within the plan, if applicable, and (vi) attention to tax consequences, if any.
MBM’s Chief Compliance Officer, Matthew Lapides, is available to address any questions that a client or
prospective client may have regarding retirement rollovers and the corresponding conflict of interest that can exist.
When applicable, MBM documents the basis for rollover recommendations, including consideration of costs,
services, investment options, and relevant alternatives.
Additional Fees and Expenses
In addition to the advisory fees paid to MBM, clients may also incur certain charges imposed by other third parties,
such as broker-dealers, custodians, trust companies, banks, and other financial institutions (collectively “Financial
Institutions”). These additional charges may include securities brokerage commissions, transaction fees, custodial
fees, fees charged by the Independent Managers, charges imposed directly by an ETF or mutual fund in a client’s
account, as 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. The Firm’s brokerage practices are described at length in Item
12 below.
Fee Discretion
MBM, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as anticipated
future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related
accounts, account composition, pre-existing client relationship, account retention and pro bono activities.
Account Additions and Withdrawals
Clients may make additions to, and withdrawals from their account at any time, subject to MBM’s right to terminate
an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any
transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw
account assets on notice to MBM, subject to the usual and customary securities settlement procedures. However,
MBM generally designs its portfolios as long-term investments, and the withdrawal of assets may impair the
achievement of a client’s investment objectives. MBM may consult with its clients about the options and
implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may
be subject to transaction fees, liquidation fees, fees assessed at the ETF or mutual fund level (i.e., contingent
deferred sales charge) and/or tax ramifications.
Commissions or Sales Charges for Recommendations of Securities
Clients can engage certain persons associated with MBM to render securities brokerage services under a separate
commission-based arrangement. Clients are under no obligation to engage such persons and may choose brokers
or agents not affiliated with MBM.
Under this arrangement, certain of the Firm’s Supervised Persons, in their individual capacities as registered
representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”), may provide securities brokerage services and
implement securities transactions under a separate commission-based arrangement. Supervised Persons may be
entitled to a portion of the brokerage commissions paid to PKS, as well as a share of any ongoing distribution or
service (trail) fees from the sale of mutual funds. MBM may also recommend no-load or load-waived funds, where
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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no sales charges are assessed. Prior to effecting any transactions, clients are required to enter into a separate
account agreement with PKS. MBM does not receive any portion of the commissions or transactional fees charged
by PKS.
A conflict of interest exists to the extent that MBM recommends the purchase of securities where MBM’s
Supervised Persons receive commissions or other additional compensation as a result of MBM’s
recommendations. MBM has procedures in place to ensure that any recommendations made by such Supervised
Persons are determined to be in the best interest of clients, including expectations for the duty of care owed by
each Supervised Person to clients to whom recommendations are being made. For certain accounts covered by
ERISA and such others that MBM, in its sole discretion, deems appropriate, MBM may provide its investment
advisory services on a fee-offset basis. In this scenario, MBM may offset its fees by an amount equal to the
aggregate commissions and 12b-1 fees earned by MBM’s Supervised Persons in their individual capacities as
registered representatives of PKS.
Item 6. Performance- Based Fees and Side- by- Side Management
MBM does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or
capital appreciation of a client’s assets). “Side-by-Side Management” refers to a situation in which the same firm
manages accounts that are billed based on a percentage of assets under management, hourly charges, fixed fees
(not including subscription fees) and at the same time manages other accounts for which fees are assessed on a
performance fee basis. Because MBM has no performance-based fee accounts, it does not engage in side-by-side
management.
Item 7. Types of Clients
MBM provides its services to individuals including high net worth individuals, pension and profit-sharing plans,
trusts, estates, charitable organizations, corporations, and other business entities.
No Minimum Account Requirements
MBM does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an investment
management relationship. Certain Independent Managers may, however, impose more restrictive account
requirements and varying billing practices than MBM. In these instances, MBM may alter its corresponding account
requirements and/or billing practices to accommodate those of the Independent Managers.
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis
MBM utilizes a combination of fundamental, technical, and cyclical methods of analysis.
Fundamental analysis involves an evaluation of the fundamental financial condition and competitive position of a
particular fund or issuer. For MBM, this process typically involves an analysis of an issuer’s management team,
investment strategies, style drift, past performance, reputation, and financial strength in relation to the asset class
concentrations and risk exposures of the Firm’s model asset allocations. A substantial risk in relying upon
fundamental analysis is that while the overall health and position of a company may be good, evolving market
conditions may negatively impact the security.
Technical analysis involves the examination of past market data rather than specific issuer information in
determining the recommendations made to clients. Technical analysis may involve the use of mathematical based
indicators and charts, such as moving averages and price correlations, to identify market patterns and trends which
may be based on investor sentiment rather than the fundamentals of the company. A substantial risk in relying
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upon technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if
the trend will eventually recur, there is no guarantee that MBM will be able to accurately predict such a recurrence.
Cyclical analysis is similar to technical analysis in that it involves the assessment of market conditions at a macro
(entire market or economy) or micro (company specific) level, rather than focusing on the overall fundamental
analysis of the health of the particular company that MBM is recommending. The risks with cyclical analysis are
similar to those of technical analysis.
Investment Strategies
MBM manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm
allocates all or a portion of its clients’ assets among individualized debt and equity securities, exchange-traded
funds (ETFs), options and on a more limited basis, various mutual funds. MBM tailors its advisory services to meet
the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner
consistent with their specific investment profiles. MBM consults with clients on an initial and ongoing basis to
determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to
the management of their portfolios.
Risks of Loss
General Risk of Loss
Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses.
Market Risks
The profitability of a significant portion of MBM’s recommendations may depend, to a great extent, upon correctly
assessing the future course of price movements of stocks and bonds. There can be no assurance that MBM will
be able to predict those price movements accurately.
ETFs and Mutual Funds
An investment in an ETF or mutual fund involves risk, including the loss of principal. ETF and mutual fund
shareholders are subject to the risks stemming from the individual issuers of the fund’s underlying portfolio
securities. Such shareholders are also liable for taxes on any fund-level capital gains, as ETFs and mutual funds
are required by law to distribute capital gains in the event, they sell securities for a profit that cannot be offset by a
corresponding loss.
Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker
acting on its behalf. Mutual fund purchase and redemption prices are generally based on end-of-day NAV (plus any
applicable fees/charges), and intraday market movements may affect the NAV used for transactions submitted
that day. The per share NAV of a mutual fund is calculated at the end of each business day, although the actual
NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual
fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other
factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV.
Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market.
Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for
indexed based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the
shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary
market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated
as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares
of a particular ETF, a shareholder may have no way to dispose of such shares.
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Options
Options allow investors to buy or sell a security at a contracted strike price (not necessarily the current market
price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option.
Investors transact in options to either hedge against potential losses or to speculate on the performance of the
underlying securities. Option transactions involve inherent risks, including the partial or total loss of principal in the
event that the value of the underlying security or index does not increase or decrease to the level of the respective
strike price. Holders of options contracts are also subject to default by the options writer, which may be unwilling
or unable to fulfil their contractual obligations.
Use of Independent Managers
MBM may recommend the use of Independent Managers. In these situations, MBM continues to do ongoing due
diligence of such managers, but such recommendations rely, to a great extent, on the Independent Managers’ ability
to successfully implement their investment strategies. In addition, MBM generally may not have the ability to
supervise the Independent Managers on a day-to-day basis.
Use of Private Collective Investment Vehicles
MBM may recommend that certain clients invest in privately placed collective investment vehicles (e.g., hedge
funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the
investments. There are few limitations on the types of securities or other financial instruments which may be traded
and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby
potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment
companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients
should consult each fund’s private placement memorandum and other offering documents explaining such risks
prior to investing.
Real Estate Investment Trusts (REITs)
MBM may recommend an investment in, or allocate assets among, various real estate investment trusts (“REITs”),
the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective
investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs
hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently
subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to
certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in
the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to
interest rates, inflation, liquidity, and counterparty risk.
Management Through Similarly Managed “Model” Accounts
MBM manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm
allocates all or a portion of its clients’ assets among various securities on a discretionary basis using one or more
of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in
compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940.
The strategy used to manage a model portfolio may involve an above average portfolio turnover that could
negatively impact clients’ net after tax gains. While the Firm seeks to ensure that clients’ assets are managed in a
manner consistent with their individual financial situations and investment objectives, securities transactions
effected pursuant to a model investment strategy are usually done without regard to a client’s individual tax
ramifications. Clients should contact MBM if they experience a change in their financial situation or if they want to
impose reasonable restrictions on the management of their accounts.
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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Use of Margin
While the use of margin borrowing can substantially improve returns, it may also increase overall portfolio risk.
Margin transactions are generally effected using capital borrowed from a Financial Institution, which is secured by
a client’s holdings. Under certain circumstances, a lending Financial Institution may demand an increase in the
underlying collateral, referred to as a ”margin call”. If the client is unable to provide additional collateral, the
Financial Institution may liquidate account assets to satisfy the client’s outstanding obligations, which could have
extremely adverse consequences (margin calls often occur when collateral asset prices are down; if forced by the
Financial Institution to liquidate, it could mean selling at a distinctly low price). In addition, fluctuations in the
amount of a client’s borrowings and the corresponding interest rates may have a significant effect on the
profitability and stability of a client’s portfolio.
Frequent Trading
The investment strategies we develop for our clients do not include frequent buys and sells of securities to benefit
from short-term changes in security prices. Frequent trading can negatively impact performance due to increased
brokerage and transaction costs and increased tax liability.
The investment decisions MBM makes will not always be profitable nor can MBM guarantee any level of
performance. In fact, a loss of principal is always a risk. Clients need to understand that investment decisions made
for their accounts by MBM are subject to various risks.
The information contained in this brochure cannot disclose every potential risk associated with an investment
strategy, nor all of the risks applicable to a particular manager, security, or investment. Risks vary by client according
to their investment objectives, guidelines, liquidity needs or risk tolerances and not every strategy or portfolio will
be exposed to each of the risks described in this brochure. This list is not intended to be exhaustive of all of the
risks associated with investing in strategies or securities that are utilized or recommended by MBM. Rather, it is a
general description of the nature and risks of the investment advisory services provided by MBM and the related
investments.
Legal and Regulatory Matters Risks
Legal and regulatory developments may adversely impact investing and investment-related activities at any time.
“Legal and Regulatory Developments” means changes and other developments concerning foreign, as well as US
federal, state and local laws and regulations, including adoption of new laws and regulations, amendment or repeal
of existing laws and regulations, and changes in enforcement or interpretation of existing laws and regulations by
governmental regulatory authorities and self-regulatory organizations (such as the SEC, the US Commodity Futures
Trading Commission, the Internal Revenue Service, the US Federal Reserve and the Financial Industry Regulatory
Authority). Our management of accounts may be adversely affected by the legal and/or regulatory consequences
of transactions effected for the accounts. Accounts may also be adversely affected by changes in the enforcement
or interpretation of existing statutes and rules by governmental regulatory authorities or self-regulatory
organizations.
System Failures and Reliance on Technology Risks
Our investment strategies, operations, research, communications, risk management, and back-office systems rely
on technology, including hardware, software, telecommunications, internet-based platforms, and other electronic
systems. Additionally, parts of the technology used are provided by third parties and are, therefore, beyond our
direct control. We seek to ensure adequate backups of hardware, software, telecommunications, internet-based
platforms, and other electronic systems, when possible, but there is no guarantee that our efforts will be successful.
In addition, natural disasters, power interruptions and other events may cause system failures, which will require
the use of backup systems (both on- and off-site). Backup systems may not operate as well as the systems that
they back up and may fail to properly operate, especially when used for an extended period. To reduce the impact
a system failure may have, we continually evaluate our backup and disaster recovery systems and perform periodic
checks on the backup systems’ conditions and operations. Despite our monitoring, hardware, telecommunications,
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
Disclosure Brochure
as of March 20, 2026
or other electronic systems malfunctions may be unavoidable, and result in consequences such as the inability to
trade for or monitor client accounts and portfolios. If such circumstances arise, the Investment Committee will
consider appropriate measures for clients.
Cybersecurity Risk
A portfolio is susceptible to operational and information security risks due to the increased use of the internet. In
general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are
not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to
systems, networks, or devices through “hacking” or other means for the purpose of misappropriating assets or
sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches by third-
party service providers may cause disruptions and impact on the service providers’ and our business operations,
potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other
laws, regulatory fines, penalties, reputational damage, reimbursement, or other compensation costs, and/or
additional compliance costs. While we have established business continuity plans and risk management systems
designed to prevent or reduce the impact of such cyberattacks, there are inherent limitations in such plans and
systems due in part to the everchanging nature of technology and cyberattack tactics.
Public Health and Market Disruption Risk
Public health events (including epidemics, pandemics, and similar outbreaks), geopolitical events, natural disasters,
and other large-scale disruptions may materially affect global and domestic markets, issuers, counterparties, and
service providers. These events may cause volatility, liquidity constraints, trading disruptions, operational delays,
and pricing dislocations that can negatively impact portfolio performance. The duration, timing, and severity of such
events are uncertain and may amplify existing market or operational risks.
Item 9. Disciplinary Information
MBM and its management persons have not been involved in any legal or disciplinary events that are material to a
client’s evaluation of its advisory business or the integrity of its management.
Item 10. Other Financial Industry Activities and Affiliations
Registered Representatives of Broker Dealer
Some of MBM’s Supervised Persons are registered representatives of PKS and may provide clients with securities
brokerage services under a separate commission-based arrangement. This arrangement is described at length in
Item 5. MBM addresses these conflicts through disclosure, supervisory oversight of outside business activities,
fiduciary review standards, and periodic compliance testing.
Receipt of Insurance Commission
MBM is under common control with MBM Insurance Services, LLC, a duly licensed insurance agency. Some of
MBM’s Supervised Persons, in their individual capacities, are also licensed insurance agents with MBM Insurance
Services, LLC and various insurance companies, and in such capacity, may recommend, on a fully disclosed
commission basis, the purchase of certain insurance products. MBM does not itself act as the insurance agency
of record for advisory clients; however, certain Supervised Persons, in their individual capacities as licensed
insurance agents, may recommend and sell insurance products to advisory clients on a fully disclosed commission
basis. Clients are under no obligation to purchase insurance products through MBM Insurance Services, LLC or any
affiliated insurance agent. A conflict of interest exists to the extent that MBM recommends the purchase of
insurance products where MBM’s Supervised Persons receive insurance commissions or other additional
compensation. As a result, MBM has procedures in place to ensure that any recommendations made by such
Supervised Persons are in the best interest of its clients.
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Code of Ethics Description
MBM has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth
the standards of conduct expected of its Supervised Persons. MBM’s Code of Ethics contains written policies
reasonably designed to prevent certain unlawful practices such as the use of material non-public information by
the Firm or any of its Supervised Persons and trading by the same of securities ahead of clients in order to take
advantage of pending orders.
The Code of Ethics also requires certain of MBM’s personnel (called “Access Persons”) to report their personal
securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings,
limited offerings). However, MBM Supervised Persons are permitted to buy or sell securities that it also
recommends to clients if done in a manner consistent with MBM’s policies and procedures. This Code of Ethics
has been established recognizing that some securities trade in sufficiently broad markets to permit transactions
by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore,
under certain limited circumstances, exceptions may be made to the policies stated below.
When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access Person
may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in
the same household as the Access Person) a transaction in that security unless:
•
•
the transaction on behalf of the client(s) has already been completed;
the transaction for the Access Person is completed as part of a batch trade (as defined below in Item 12)
with clients; or
• a decision has been made not to engage in the transaction for the client.
These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money
market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements
and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual
funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one
or more mutual funds.
Clients and prospective clients may contact MBM to request a copy of its Code of Ethics.
Investment Recommendations Involving a Material Financial Interest
MBM and its Supervised Persons do not recommend securities to clients in which MBM has a material financial
interest.
Investments in the Same Securities Recommended to Clients
MBM and its Supervised Persons may buy or sell securities that are also held by clients. To mitigate conflicts of
interest such as trading ahead of client transactions, affiliated persons are required to disclose all reportable
securities transactions as well as provide MBM with copies of their brokerage statements.
The Chief Compliance Officer reviews all trades of the Supervised Persons each quarter. The personal trading
reviews ensure that the personal trading of Supervised Persons does not affect the markets and that clients of
MBM receive preferential treatment over Supervised Persons' transactions.
Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions
MBM does not maintain a firm proprietary trading account and does not have a material financial interest in any
securities being recommended and therefore no conflicts of interest exist. However, affiliated persons may buy or
sell securities at the same time they buy or sell securities for clients. In order to mitigate conflicts of interest such
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
Disclosure Brochure
as of March 20, 2026
as front running, Supervised Persons are required to disclose all reportable securities transactions as well as
provide MBM with copies of their brokerage statements.
The Chief Compliance Officer reviews all employee trades each quarter. The personal trading reviews ensure that
personal trading of Supervised Persons does not affect the markets and that clients of MBM receive preferential
treatment over Supervised Persons' transactions.
Item 12. Brokerage Practices
For investment management accounts, MBM generally recommends that clients utilize the brokerage and clearing
services of LPL Financial LLC (“LPL”), an unaffiliated SEC-registered broker-dealer and FINRA member. MBM
participates in LPL’s institutional platform program (the “Program”), which provides independent investment
advisers with services such as custody of securities, trade execution, and transaction settlement. MBM receives
certain benefits from LPL in connection with participation in the Program. LPL generally is compensated by clients
through commissions, trails or other transaction-based fees for trades that are executed through LPL or that settle
into LPL accounts. For IRA accounts, LPL generally charges account maintenance fees. In addition, LPL also
charges clients miscellaneous fees and charges, such as account transfer fees.
LPL charges MBM an asset-based administration fee for certain services. Although this fee is charged to MBM (not
directly billed to clients), it may be considered as part of MBM’s overall pricing decisions.
Factors which MBM considers in recommending LPL, or any other broker-dealer to clients include their respective
financial strength, reputation, execution, pricing, research, and service. LPL enables MBM to obtain many ETFs,
mutual funds, and equity securities without transaction charges, and other securities at nominal transaction
charges. The commissions and/or transaction fees charged by LPL may be higher or lower than those charged by
other Financial Institutions.
The commissions paid by MBM’s clients comply with the Firm’s duty to obtain “best execution.” Clients may pay
commissions that are higher than another qualified Financial Institution might charge to effect the same
transaction where MBM determines that the commissions are reasonable in relation to the value of the brokerage
and research services received. In seeking best execution, the determinative factor is not the lowest possible cost,
but whether the transaction represents the best qualitative execution, taking into consideration the full range of a
Financial Institution’s services, including among others, the value of research provided, execution capability,
commission rates and responsiveness. MBM seeks competitive rates but may not necessarily obtain the lowest
possible commission rates for client transactions.
MBM periodically and systematically reviews its policies and procedures regarding its recommendation of Financial
Institutions in light of its duty to obtain best execution.
Aggregating Securities Transactions for Client Accounts
The client may direct MBM in writing to use a particular Financial Institution to execute some or all transactions for
the client. In that case, the client will negotiate terms and arrangements for the account with that Financial
Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able
to “batch” client transactions for execution through other Financial Institutions with orders for other accounts
managed by MBM (as described below). As a result, the client may pay higher commissions or other transaction
costs, greater spreads or may receive less favorable net prices, on transactions for the account than would
otherwise be the case. Subject to its duty of best execution, MBM may decline a client’s request to direct brokerage
if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational
difficulties or violate restrictions imposed by other broker-dealers (as further discussed below).
Transactions for each client generally will be effected independently, unless MBM decides to purchase or sell the
same securities for several clients at approximately the same time. MBM may (but is not obligated to) combine or
“batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably
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MBM Wealth Consultants, LLC, a Registered Investment Adviser
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as of March 20, 2026
among MBM’s clients differences in prices and commissions or other transaction costs that might not have been
obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged
as to price and allocated among MBM’s clients pro rata to the purchase and sale orders placed for each client on
any given day. To the extent that MBM determines to aggregate client orders for the purchase or sale of securities,
including securities in which MBM’s Supervised Persons may invest, the Firm generally does so in accordance with
applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S.
Securities and Exchange Commission. MBM does not receive any additional compensation or remuneration as a
result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under
the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i)
when only a small percentage of the order is executed, shares may be allocated to the account with the smallest
order or the smallest position or to an account that is out of line with respect to security or sector weightings relative
to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has
limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to
produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an
investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this
may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale
allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential
execution would result in a de minimis allocation in one or more accounts, MBM may exclude the account(s) from
the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases
where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts
on a random basis.
Consistent with obtaining best execution, brokerage transactions may be directed to certain broker-dealers in return
for investment research products and/or services which assist MBM in its investment decision-making process.
Such research generally will be used to service all the Firm’s clients, but brokerage commissions paid by one client
may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment
research products and/or services as well as the allocation of the benefit of such investment research products
and/or services poses a conflict of interest because MBM does not have to produce or pay for the products or
services.
Commissions or Sales Charges for Recommendations of Securities
As discussed above, certain Supervised Persons, in their respective individual capacities, are registered
representatives of PKS. These Supervised Persons are subject to FINRA Rule 3280 which restricts registered
representatives from conducting securities transactions away from their broker-dealer. Therefore, clients are
advised that certain Supervised Persons may be restricted to conducting securities transactions through PKS if
they have not secured written consent from PKS to execute securities transactions through a different broker-
dealer. Absent such written consent or separation from PKS, these Supervised Persons are prohibited from
executing securities transactions through any broker-dealer other than PKS under PKS’ internal supervisory policies.
MBM is cognizant of its duty to obtain best execution and has implemented policies and procedures reasonably
designed in such pursuit.
Software and Support Provided by Financial Institutions
MBM may receive from LPL, without cost to MBM, computer software and related systems support, which allow
MBM to better monitor client accounts maintained at LPL. MBM may receive software and related support without
cost because MBM renders investment management services to clients that maintain assets at LPL. The software
and support are not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The
software and related systems support may benefit MBM, but not its clients directly. In fulfilling its duties to its
clients, MBM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that
MBM’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may
influence MBM’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems
support or services.
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There is no direct link between MBM’s participation in the Program and the investment advice it gives to its clients,
although MBM receives economic benefits through its participation in the Program that are typically not available
to retail investors. Additionally, MBM may receive the following benefits from the custodians:
LPL makes available to MBM various products and services designed to assist MBM in managing and administering
client accounts. Many of these products and services may be used to service all or a substantial number of MBM
clients’ accounts, including accounts not held with LPL. These include software and other technology that provide
access to client account data (such as trade confirmation and account statements); facilitate trade execution (and
aggregation and allocation of trade orders for multiple client accounts); provide research, pricing information and
other market data; facilitate payment of MBM’s fees from its clients’ accounts; and assist with back-office
functions; recordkeeping and client reporting. LPL also makes available to MBM other services intended to help
MBM manage and further develop its business. Some of these services assist MBM to better monitor and service
Program accounts maintained at LPL; however, many of these services benefit only MBM, for example, services
that assist MBM in growing its business. These support services and/or products may be provided without cost, at
a discount, and/or at a negotiated rate, and include practice management-related publications; consulting services;
attendance at conferences and seminars, meetings, and other educational and/or social events; marketing support;
and other products and services used by MBM in furtherance of the operation and development of its investment
advisory business. In some rare cases where such services are provided by a third-party vendor, LPL will either
make a payment to MBM to cover the cost of such services, reimburse MBM for the cost associated with the
services, or pay the third-party vendor directly on behalf of MBM.
The benefits above are products or services that may assist MBM in managing and administering client accounts,
including accounts not maintained at LPL. As a fiduciary, MBM endeavors to act in its clients’ best interests. The
receipt of these benefits creates a conflict of interest because MBM’s recommendations that clients custody their
assets at LPL is based in part on the benefit to MBM of the availability of the foregoing products and services and
not solely on the nature, cost or quality of custody or brokerage services provided by LPL. MBM’s receipt of some
of these benefits may be based on the amount of advisory assets custodied on the LPL platforms. However, the
benefits received by MBM’s participation in the Program do not depend on the amount of brokerage transactions
directed to LPL.
In connection with the transition of MBM clients to the LPL custodial platform, MBM will receive financial transition
support (“Transition Assistance”) from LPL in the form of a 7-year forgivable loan that may be forgiven over time
depending on the length of MBM’s relationship with LPL. The Transition Assistance was paid in connection with
MBM’s transition to LPL and constituted a substantial economic benefit. The Transition Assistance is intended to
be used for a variety of purposes, including but not necessarily limited to, providing working capital to assist in
MBM’s business, offsetting account transfer fees (ACATs) resulting from MBM client accounts transferring to LPL,
technology set-up fees, marketing and mailing costs, stationary, and licensure transfer fees, moving expenses,
office space expenses, staffing support and termination fees associated with moving accounts. Forgiveness of the
loan, in whole or in part, is conditioned on the amount of client assets MBM maintains using LPL as the custodian.
As such, MBM has a financial incentive to recommend that its clients maintain their accounts with LPL. We
encourage you to discuss any such conflicts of interest with your MBM advisor before making a decision to custody
your assets at LPL. MBM addresses this conflict through disclosure, periodic best-execution review, and
supervisory oversight of custodian recommendations.
Administrative Trade Errors
From time-to-time we may make an error in submitting a trade order on our client’s behalf. Trading errors may
include several situations, such as:
• The wrong security is bought or sold for a client,
• A security is bought instead of sold,
• A transaction is executed for the wrong account,
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as of March 20, 2026
• Securities transactions are completed for a client that had a restriction on such security, or
• Securities are allocated to the wrong accounts.
If a gain results from corrective action, treatment of that gain will be handled in accordance with applicable law,
custodian procedures, and MBM policy. If a loss results from an administrative trade error attributable to MBM or
its processes, MBM will make the client whole.
Item 13. Review of Accounts
Account Reviews
For those clients to whom MBM provides investment management services, MBM monitors those portfolios as
part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those
clients to whom MBM provides financial planning and/or consulting services, reviews are conducted on an “as
needed” basis. Such reviews are conducted by one of MBM’s investment adviser representatives. All investment
advisory clients are encouraged to discuss their needs, goals, and objectives with MBM and to keep MBM informed
of any changes thereto. MBM contacts its ongoing investment advisory clients at least annually to review its
previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s
financial situation and/or investment objectives.
Account Statements and Reports
Clients are provided with transaction confirmation notices and regular summary account statements directly from
the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients
can also receive written or electronic reports from MBM and/or an outside service provider, which contain certain
account and/or market-related information, such as an inventory of account holdings or account performance.
Clients should compare the account statements they receive from their custodian with those they receive from
MBM or an outside service provider.
Those clients to whom MBM provides financial planning and/or consulting services will receive reports from MBM
summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by MBM.
Item 14. Client Referrals and Other Compensation
Client Referrals (Cash Compensation, Endorsements, and Testimonials)
If a client is introduced to MBM by either an unaffiliated or an affiliated promoter, MBM may pay that promoter a
referral fee. Any such referral fee is paid solely from MBM’s investment management fee and does not result in any
additional charge to the client. If the client is introduced to MBM by an unaffiliated promoter, the promoter will
provide the client with a copy of MBM’s written ADV Part 2 (Disclosure Brochure) and ADV Part 3 (Form CRS) and
a copy of the promoter’s disclosure statement containing the terms and conditions of the solicitation arrangement
including the promoter’s financial interest in the recommendation and the compensation arrangement. Such
required disclosures are provided at or before the time of solicitation, as applicable. Any affiliated promoter of MBM
will disclose the nature of his/her relationship to prospective clients at the time of the solicitation and will provide
all prospective clients with a copy of MBM’s written ADV Part 2 (Disclosure Brochure) and ADV Part 3 (Form CRS)
at the time of the solicitation. Any compensation arrangement is disclosed to clients as required by applicable law.
Other Economic Benefits
In addition, MBM is required to disclose any relationship or arrangement where it receives an economic benefit
from a third-party (non-client) for providing advisory services. This type of relationship poses a conflict of interest,
and such relationship is disclosed in response to Item 12 above.
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Item 15. Custody
MBM does not serve as qualified custodian of client funds or securities. MBM is deemed to have custody of clients’
funds or securities when clients have standing letters of authorization (“SLOAs”) with their custodian to move
money from a client’s account to a third party, and under that SLOA, MBM may be authorized to designate the
amount or timing of transfers, subject to custodian controls and applicable regulatory conditions. The SEC has set
forth a set of standards intended to protect client assets in such situations, which MBM follows. MBM relies on
custodian controls and documentation standards designed to satisfy applicable no-action and custody-rule
conditions for standing transfer authorizations.
An Advisor with MBM is deemed to have custody of clients’ funds or securities when he has the authority to
withdraw funds or securities from a client’s account, has power of attorney or acts as a Trustee to sign checks on
behalf of client, to withdraw funds or securities from the client account, or to dispose of client funds or securities
for any purpose other than authorized trading.
MBM monitors its practices to avoid inadvertent custody, except as permitted under the SEC Custody Rule (e.g.,
fee deduction authority and certain standing letter of authorization arrangements). MBM’s Agreement and/or the
separate agreement with any Financial Institution may authorize MBM through such Financial Institution to debit
the client’s account for the amount of MBM’s fee, and to directly remit that management fee to MBM in accordance
with applicable custody rules.
The Financial Institutions that act as qualified custodians for client accounts have agreed to send statements to
clients not less than quarterly detailing all account transactions, including the funds and securities held with the
qualified custodian, any transactions that occurred in the client’s account, and the amount of management fees
paid directly to MBM. In addition, as discussed in Item 13, MBM also sends periodic supplemental reports to clients.
Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those
received from MBM or an outside service provider. Clients should contact MBM at the address or phone number
on the cover of this brochure with any questions about the statements or if the clients did not receive the
statements, at least quarterly, from the qualified custodian.
Item 16. Investment Discretion
In a discretionary investment management service, MBM is considered to exercise investment discretion over a
client’s account if it can affect transactions for the client without first having to seek the client’s consent. MBM is
given this authority through a power-of-attorney included in the agreement between MBM and the client. A client
may place reasonable restrictions on this authority, provided the restrictions are documented in the advisory
agreement. MBM takes discretion over the following activities:
• The securities to be purchased or sold,
• The amount of securities to be purchased or sold,
• When transactions are made, and
• The Independent Managers to be hired or fired.
In a non-discretionary investment management service, MBM must obtain client approval prior to placing any
transactions in the client’s account.
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Item 17. Voting Client Securities
MBM will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the
issuer of the security, or the custodian.
Ordinarily, the client’s custodian will forward proxies or other communications about investments in client accounts
directly to clients. MBM directs clients to contact their custodian if they have any questions about proxy voting,
including if they do not receive proxies or other mailings about the investments in their accounts. However, upon
request from a client, MBM may from time to time provide general information related to a proxy vote, such as
helping clients understand the language of the proxy questions or discussing possible effects of various votes but
not recommending a vote for or against any item.
MBM does not act on behalf of clients in any legal proceedings, including bankruptcies or class actions involving
securities held or previously held in client accounts. It is the client’s responsibility to vote proxies for securities,
exercise voting rights, and take any legal action pertaining to investments in their account.
Item 18. Financial Information
MBM provides the following financial condition disclosures under this Item:
• MBM does not require or solicit prepayment of fees of more than $1,200 per client, six months or more in
advance.
• MBM has no financial condition reasonably likely to impair its ability to meet contractual commitments to
clients.
• MBM has not been the subject of a bankruptcy petition at any time during the past ten years.
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