Overview
- Headquarters
- Kansas City, MO
- Average Client Assets
- $2.5 million
- Minimum Account Size
- $250,000
- SEC CRD Number
- 324624
Fee Structure
Primary Fee Schedule (APRIL 2026 ADV 2A)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $500,000 | 1.50% |
| $500,001 | $1,000,000 | 1.25% |
| $1,000,001 | $3,000,000 | 1.00% |
| $3,000,001 | $5,000,000 | 0.75% |
| $5,000,001 | $10,000,000 | 0.65% |
| $10,000,001 | and above | 0.55% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $13,750 | 1.38% |
| $5 million | $48,750 | 0.98% |
| $10 million | $81,250 | 0.81% |
| $50 million | $301,250 | 0.60% |
| $100 million | $576,250 | 0.58% |
Clients
- HNW Share of Firm Assets
- 58.42%
- Total Client Accounts
- 30,617
- Discretionary Accounts
- 30,244
- Non-Discretionary Accounts
- 373
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Investment Advisor Selection, Educational Seminars
Regulatory Filings
Additional Brochure: APRIL 2026 ADV 2A (2026-04-28)
View Document Text
ITEM 1 – COVER PAGE
1712 MAIN STREET
SUITE 400
KANSAS CITY, MISSOURI 64108
913-393-1000
www.modwm.com
ADV PART 2A BROCHURE
April 28TH, 2026
This brochure provides information about the qualifications and business practices of Modern Wealth
Management, LLC (“MWM”). If you have any questions about the contents of this brochure, please contact us at
913-393- 1000. 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.
Additional information about MWM is available on the SEC’s website at http://www.adviserinfo.sec.gov. You can
search this site by a unique identifying number, known as a CRD number. The CRD number for MWM is 324624.
MWM is an investment adviser registered with the United States Securities and Exchange Commission.
Registration with the SEC or any state securities authority does not imply a certain level of skill or training.
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April 28t h, 2026
ITEM 2 – MATERIAL CHANGES
SUMMARY OF MATERIAL CHANGES
Our firm has expanded its offerings and operations during 2025. Accordingly, the following updates have been made
to our Form ADV since our amendments on March 27th, 2025, March 18th, 2026, and March 20th, 2026.
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Item 1 – We have updated our primary office location from Lenexa, Kansas to Kansas City, Missouri.
Item 4 – We have added branch offices in Mesa, Arizona; Orland Park, Illinois; and Campbell, El Segundo, and
Calabasas, California. Additionally, our Exton, Pennsylvania office has relocated to Chester Springs, Pennsylvania.
Item 4 – Last year, MWM established its Public Safety Financial Division, which includes the provision of participant
education and participant-directed advisory services in certain municipal or governmental plans.
Item 4 – Our retirement plan and participant services offering has been broadened to include that, in certain plans,
MWM may serve as a Section 3(38) investment manager for participants who elect a managed portfolio or model
allocation option made available through the plan.
Item 4 – We have updated our disclosure regarding Client-Directed Trading and Excluded Assets that may appear
on our reporting platform to clarify that such assets are not managed or traded by MWM.
Item 4 – Updated the wrap program disclosure in connection with MWM’s launch of a wrap fee program effective
March 20, 2026.
Item 4 – We have disclosed the use of third-party tools that include automated or AI-enabled features to support
internal documentation and workflow.
Item 5 – A First Responder and Military household fee discount has been introduced.
Item 5 – In limited circumstances, advisory fees may be calculated on a per-account basis (primarily for
maintaining continuity for certain legacy/acquired arrangements), and certain pre-existing billing practices may
continue for a limited transition period to facilitate integration.
Item 5 – A new policy has been introduced to describe intra-quarter fee adjustment thresholds for net cash flows
exceeding $25,000 in a single day.
Item 5 – The termination and refund disclosure has been updated to explain how prorated refunds are calculated
and processed following termination.
Item 7 – Updated the list of the types of clients we serve along with account minimums to clarify that certain
programs or client relationships may have different minimums.
Item 11 – Disclosed a potential conflict of interest related to MWM’s use of VictoryShares ETFs, arising from an
indirect, minority ownership interest held by affiliates of the Firm’s private equity investor in Victory Capital.
Item 12 – Refreshed and clarified brokerage practices disclosures relating to custodial services, including certain
custodian-provided benefits and related conflicts of interest.
Item 12 – Added disclosure regarding custodian “not-held” block trading and related per-account transaction fees.
Item 14 – Updated our disclosures regarding promoters/endorsements and client referral arrangements to clarify
that referral compensation may be structured in different ways depending on the specific program.
Item 15 – Expanded disclosures regarding standing letters of authorization (“SLOAs”), including additional
safeguards and verification practices.
Item 17 – Broadened and clarified our proxy voting policy.
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If you would like another copy of this Brochure, please download it from the SEC Website as indicated above, or you
may contact our Chief Compliance Officer, J.P. Rankin, at 913-393-1000 or JP.Rankin@modwm.com. We encourage
you to read this document in its entirety.
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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 ....................................................................................................................... 11
ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT ................................................................... 16
ITEM 7 – TYPES OF CLIENTS..................................................................................................................................... 16
ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS ........................................................ 17
ITEM 9 – DISCIPLINARY INFORMATION ................................................................................................................... 20
ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATION ....................................................................... 21
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL
TRADING .............................................................................................................................................................. 22
ITEM 12 - BROKERAGE PRACTICES ........................................................................................................................ 244
ITEM 13 - REVIEW OF ACCOUNTS ........................................................................................................................... 27
ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ................................................................................. 288
ITEM 15 - CUSTODY ................................................................................................................................................ 29
ITEM 16 - INVESTMENT DISCRETION ....................................................................................................................... 30
ITEM 17 - VOTING CLIENT SECURITIES ..................................................................................................................... 31
ITEM 18 - FINANCIAL INFORMATION ....................................................................................................................... 32
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ITEM 4 - ADVISORY BUSINESS
Modern Wealth Management, LLC (“MWM”) is offering this disclosure document about our fee-based investment
advisory services. It describes information about the services we provide and how they are made available to you, the
client. Established in December of 2022, MWM has offices in Arizona, California, Idaho, Illinois, Indiana, Iowa, Kansas,
Maryland, Michigan, Missouri, North Carolina, New York, Pennsylvania, Tennessee, and Virginia.
MWM is committed to helping clients build, manage, and preserve their wealth as well as assisting clients to help
achieve their stated financial goals. Investment advisory services are initiated only after a client and MWM execute
an agreement. Client meetings occur in-person or remotely by telephone or video conference.
We offer services primarily on a discretionary basis where we will change the portfolio as appropriate to help meet
your financial objectives. We trade portfolios in accordance with the strategies appropriate for each individual client.
If requested and agreed upon by MWM, we offer investment management services to individuals and employer-
sponsored plans on a non-discretionary basis, requiring your pre-approval before executing any recommendations.
We primarily invest in stocks, bonds, exchange traded funds (“ETFs”), U.S. Government Treasuries, mutual funds,
money market funds, and some alternative investments. A portion of the account may be held in cash and cash
equivalents as part of the overall investment strategy. Depending on the current investment outlook or strategy, cash
balances may have a higher concentration and may represent a significant portion of your overall portfolio. However,
MWM monitors cash positions to ensure they are aligned with each client’s objectives.
Where deemed appropriate, we recommend that our clients invest in some alternative assets, including private equity
funds, real estate funds, and other alternative funds. Although the Advisory Agreement with our clients gives us broad
investment authority, we do not anticipate investing in other security types unless doing so is in the client’s best
interests.
We may recommend that certain clients utilize margin in the client’s investment portfolio or other borrowing.
However, we usually only recommend such borrowing for non-investment purposes, such as bridge loans and other
financing needs. The Firm’s fees are determined gross of any margin or borrowing when based on the value of the
assets being managed.
MWM, through MWH Intermediate II, LLC and MWH Intermediate I, LLC, is a wholly owned subsidiary of Modern
Wealth Holdings, LLC, which is further owned by investment vehicles primarily controlled by Crestview Partners, as
well as certain individual third parties and employees of MWM both directly and indirectly.
CENTRALIZED PORTFOLIO MANAGEMENT MODEL
MWM aims to operate generally on a centralized portfolio management model basis, where investment platform
decisions are guided by the MWM Investment Committee (the “Committee”). The Committee is responsible for the
development and oversight of the MWM investment platform, namely through reviewing the firm’s diligence efforts
for new investment strategies, platform decision making around the addition and removal of strategies, and the
adherence to strategy parameters and objectives for current strategies.
Day-to-day management of MWM’s centralized portfolio management model is performed by MWM’s Investment
Management Team led by MWM’s Director of Investments. The Investment Management Team reviews model
investment strategies, determines asset allocation targets, and selects specific securities or funds. Their aim is to move
towards consistency and general standardization across client portfolios as the firm scales its operations.
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April 28t h, 2026
A growth strategy of MWM’s includes acquiring independent firms' practices or those of Investment Adviser
Representatives (“IARs”). During the transition and integration process, our Investment Management Team
collaborates closely with newly onboarded IARs. We provide oversight and feedback to ensure the prudent
management of these portfolios, aligning with our commitment to maintaining the trust and satisfaction of our clients
throughout the process.
Models may not always be appropriate for every account, and multiple models and strategies may often be combined
to provide clients with customized portfolios.
Clients can limit or restrict our trading in legacy positions or other investments in client portfolios that are not part of
an existing model strategy described above (“Excluded Assets”). Our Firm may also advise a client on these positions
if requested. However, unless otherwise expressly agreed in writing, MWM’s services with respect to Excluded Assets
are limited to reporting only. Such assets may be included in client performance reports but are not managed or
traded by MWM. Accordingly, responsibility for the supervision, monitoring, trading, and investment performance
of Excluded Assets remains with the client and, if applicable, the client’s designated outside investment
professional(s) (“Client-Directed Trading”).
MWM may decline or limit services if Client-Directed Trading materially impairs MWM’s ability to provide advisory
services consistent with the client’s objectives or MWM policies. If the client wishes MWM to provide advisory
services for such assets, the client may engage MWM under the terms of an applicable Advisory Agreement.
MODERN WEALTH MANAGEMENT SERVICES
MWM provides an inclusive combination of services related to investment management, tax planning, financial
planning, risk management planning, and estate planning into a single offering. This structure gives clients access to
dedicated specialists who collaborate across disciplines.
MWM offers discretionary investment management services for a fee based on a percentage of the client’s assets
under management. These services include investment analysis, allocation of investments, and ongoing monitoring
services for the portfolio.
MWM constructs your portfolio based on information we gather from you regarding your financial situation,
investment objectives, risk tolerance, liquidity needs, time horizon, and any investment restrictions or other specific
needs you may have. This enables MWM to determine the portfolio best suited for your financial goals. Although
we generally recommend long-term investment strategies, our advisors may recommend various short-term
investment strategies to accommodate specific client goals or objectives.
To further fine-tune our understanding of a client’s risk tolerance, MWM utilizes third-party technologies that use
statistical analysis to model the relationships between different securities and economic factors for scenario
modeling, risk assessment, and portfolio stress testing. Clients will not pay our Firm a higher advisory fee for this
service.
USE OF RISK TOLERANCE & FINANCIAL PLANNING TOOLS
To develop a complete picture of a client’s investment objectives, our advisors work with the client through the
initial and ongoing planning process to create an investment plan that fits the client’s risk tolerance and
investment objectives. Our Firm utilizes third-party vendors to assist in identifying and further understanding
the client’s risk tolerance.
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Risk-tolerance technology assists our IARs with two main tasks: (1) measuring the risk preferences of investors
and (2) applying these preference measurements to portfolio selection. These technologies can summarize an
investor’s risk tolerance in a quantitative format.
For example, a risk-tolerance technology we leverage helps us identify appropriate client portfolios using a
combination of existing holdings and recommended allocation strategies to provide clients with an overall
portfolio consistent with their desired risk level. Generally, clients are recommended a mixture of strategies
with various allocations, including strategies that focus on fixed income, growth, balanced, moderate, or
aggressive investments, which correlate to the client’s “risk score.” Decisions on which planning tool is
appropriate for the client are based on individual client facts and circumstances.
MODULAR PLANNING SERVICES
MWM offers modular planning services designed to meet individual clients’ specific needs. These services may
include one or more of the following.
FINANCIAL PLANNING
When mutually agreed upon by a client and MWM, MWM IARs will prepare a financial plan for the client. The
financial plan will include an analysis of the client’s financial assets, liabilities, income, and expenses, as well as
recommendations related to the client’s financial goals.
MWM makes available to clients third-party platforms to provide periodic comprehensive reporting services
that can incorporate the client’s assets. These platforms can also report on positions that are not part of the
assets managed by MWM (“Excluded Assets”).
The third-party platforms may also provide access to other types of information, including financial planning
concepts, which should not be construed as our Firm’s personalized investment advice or recommendations.
We shall not be held responsible for any adverse results a client may experience if the client engages in financial
planning or other functions available on the third-party platform without our assistance or oversight.
Clients who request any financial planning service described above will have the option to receive their financial
plan differently. Clients may elect either a one-time financial plan, where the service is complete upon delivery
and review, or an ongoing financial planning arrangement under which the original plan is reviewed
continuously by MWM and the client.
TAX PLANNING AND PREPARATION SERVICES
When mutually agreed upon by a client and MWM, tax planning services may be offered through Modern
Wealth Tax Services, LLC (“MWTS”). MWTS may assist you in the development of a multi-year income tax plan
after careful consideration of your objectives and present financial situation.
A custom tax analysis is intended to address a specific client question regarding the impact of a particular action
on their current year’s tax liability. Examples include “Should I make a Qualified Charitable Donation this year?”
or “What is the impact on my taxes if I pay cash or take out a mortgage to purchase a second home?” Custom
tax planning services that go beyond those included in MWM’s standard investment management offering may
be subject to a separate fee.
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April 28t h, 2026
Tax return preparation is not included in this service but can be obtained through Modern Wealth Tax Services
at an additional cost.
To the extent offered, MWM’s tax planning assistance is for informational and guidance purposes only and is
not intended to serve as tax, accounting, or legal advice. MWM is not an accounting firm and does not provide
accounting services. Any tax-related strategies or recommendations are based solely on information provided
by the client and should be reviewed by a qualified tax professional. Clients seeking tax preparation, filing, or
personalized tax advice should consult a certified public accountant or other licensed tax advisor.
ESTATE PLANNING SERVICES
When mutually agreed upon by a client and MWM, MWM may provide estate planning assistance to our clients
if requested. This service could include the following:
(1) General estate tax education and guidance; (2) General trust guidance (e.g., types and features); (3) General
explanation of estate planning structures/documents; (4) General explanation of estate planning and gifting
strategies; (5) General explanation of taxation issues of trusts and estates; (6) General explanation of types and
treatment of trust income; (7) General guidance on sources of estate liquidity; (8) General guidance on
ownership titles and assistance with titling of assets; (9) General guidance on the impact of account and trust
beneficiary designations; (10) Assistance with gathering information to transmit to a third-party estate planning
document preparation service provider.
In some instances, MWM uses a third-party, technology-enabled estate planning document preparation service
provider to produce estate planning documents based on the information supplied to it. This provider’s
services include preparation of estate planning documents, preparation and recordation of real estate deed
into trust, and review of information transmitted by client to make sure estate planning goals are adequately
met.
Beyond the review of current estate plan documents described above, additional estate planning services may
require a separate engagement and fee to law firms that provide this service. These law firms work in
coordination with MWM. Estate planning services provided by third-party law firms typically include document
drafting such as wills, trusts, durable powers of attorney, beneficiary designations, healthcare powers of
attorney, guardianship designations, among others that are customized to protect your personal property and
assets. Additionally, these documents define who you want to inherit your personal property and assets.
MWM's estate planning assistance is for informational and guidance purposes only and is not considered
legal, tax, or accounting advice. MWM is not a law firm and does not provide legal services or draft legal
documents. Any estate planning documents generated through a third-party service provider are based
solely on the information provided by the client and should be reviewed by a qualified attorney. Clients
seeking legal advice or customized estate planning services should consult an attorney.
INSURANCE NEEDS ANALYSIS
When mutually agreed upon by a client and MWM, MWM may offer an analysis of the client’s insurance
coverage after considering the client’s financial goals and circumstances. This service may be offered as a
stress test of your existing financial plan or as a stand-alone review. It typically involves an analysis of your
current financial assets and generally requires participation in the MWM financial planning process. The
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review may include, but is not limited to, evaluating policies such as life insurance, long-term care, Medicare,
disability, and health insurance.
If insurance products are recommended as part of this analysis, they may be written through our affiliated
entity, Modern Wealth Insurance Services, LLC (“MWIS”), which may receive commissions in connection with
those transactions. Clients are under no obligation to purchase insurance products through MWIS.
THIRD-PARTY MONEY MANAGER ARRANGEMENTS
MWM may utilize an independent third-party money manager (“TPMM”) to aid us in the implementation of
investment strategies for your portfolio. In certain circumstances, we may allocate a portion of a portfolio to an
independent TPMM for separate account management based upon your individual circumstances and objectives,
including, but not limited to, your account size and tax circumstances. Upon recognition of such situations, in
coordination with you, we will hire a TPMM for the management of those assets.
MWM’s Investment Committee evaluates a variety of information about TPMMs, which may include the TPMMs’
public disclosure documents, materials supplied by the TPMMs themselves, and other third-party analyses. To the
extent possible, we seek to assess the TPMMs’ investment strategies, past performance, and risk results in relation
to its clients’ individual portfolio allocations and risk exposure. MWM also takes into consideration the TPMM’s
management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other
factors.
MWM continues to provide services relative to the discretionary selection of the TPMMs. On an ongoing basis, we
monitor the performance of those accounts being managed by TPMMs. MWM seeks to ensure that TPMMs’
strategies and allocations recommended to each client are aligned with their investment objectives and overall best
interests.
In certain instances, the TPMM utilized by MWM may hire a third party to assist with providing services, as
appropriate for the discharge of its client obligations.
OTHER SERVICES AVAILABLE THROUGH MWM
RETIREMENT PLAN AND PARTICIPANT SERVICES
Employer-Sponsored Retirement Plans
For employer-sponsored retirement plans with participant-directed
investments, our firm offers
comprehensive advisory services under both ERISA Sections 3(21) and 3(38). As an ERISA 3(21) investment
advisor, the Plan Sponsor and our firm share fiduciary responsibility, with the Plan Sponsor retaining ultimate
decision-making authority for investments. Under a separate ERISA 3(21) Investment Adviser Agreement, we
can provide services such as screening investments, monitoring them regularly, providing annual investment
reports, and assisting in developing an Investment Policy Statement (“IPS”). Our 3(21) advisory services are
offered on a non-discretionary basis.
MWM also provides 3(38) investment management services, assuming full discretion and responsibility for
selecting, monitoring, and potentially replacing investment options within the plan's lineup, consistent with
the IPS or other plan guidelines. Under an ERISA 3(38) Asset Management Agreement, we conduct due
diligence, ongoing monitoring, provide investment reports, and collaborate on IPS development. In certain
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plans, we may also be engaged as a Section 3(38) investment manager for participants who elect a managed
portfolio or model allocation option made available through the plan, in which case we may allocate and
periodically rebalance the participant’s account among the plan’s available investment options in accordance
with the selected model and applicable plan restrictions. The scope of services and applicable fees are
described in the relevant plan documents and/or service agreements.
Participant Education
Additionally, we may offer financial education programs to plan participants, emphasizing general investment
principles and information on available investment options within the plan. This educational support aims to
empower participants to make informed decisions about their retirement savings. We may also facilitate initial
enrollment sessions and periodic workshops to enhance participant understanding and maximize plan
benefits.
GOVERNMENT PUBLIC SAFETY PLAN EDUCATION AND PARTICIPANT ADVICE
During 2025, MWM established its Public Safety Financial Division. Through its Public Safety Division, MWM
may provide financial education and training to participants of certain municipal or governmental defined
contribution and deferred compensation plans, including public safety personnel, and, upon a participant’s
request and where permitted by the plan, may provide investment allocation advice within the plan and/or
provide advisory services through a plan’s self-directed brokerage option (where available). This includes
implementation and periodic rebalancing of a participant’s selected model allocation where discretionary
authority has been granted. In certain plans, investment options are limited to the plan’s available lineup, and
our model allocations are constructed using the investment options made available by the plan.
In some instances, MWM may seek to enter into contracts with public safety organizations, governmental
retirement systems, plan providers, or other sponsoring organizations to provide education and related
services. If and when we enter into such contracts, compensation for such services may vary and will be set
forth in the applicable agreements.
MANAGEMENT OF HELD-AWAY ASSETS NOT HELD AT PRIMARY CUSTODIANS
Held-Away Account Platform Services
Clients may authorize us to access and manage certain accounts that are not maintained at our primary
custodian (“Held-Away Accounts”), such as certain employer-sponsored retirement plan accounts (e.g., 401(k)
and 403(b) accounts), 529 plans, and other accounts where the available investment options are determined
by the plan, product provider, or custodian. Where a client grants us discretionary authority, we may use an
independent, unaffiliated third-party technology platform to view account information and facilitate
implementation of our investment recommendations (including rebalancing) among the investment options
made available for the account. MWM’s recommendations and portfolio adjustments are made in
consideration of the client’s investment objectives, risk tolerance, and overall financial circumstances.
However, the investment options available in Held-Away Accounts may limit the strategies or investments we
can utilize. Additionally, MWM reserves the right to decline any Held-Away Account, or to limit or discontinue
its ability to access, interface with, or manage such accounts, based on platform, recordkeeper, custodian, or
other operational considerations.
Management of Variable Annuity Contracts
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Clients may also engage MWM to manage and/or advise on other held-away assets, including variable annuity
contracts. In these situations, MWM directs or recommends the allocation of client assets among the various
investment options available with the product, including the initial purchase of the variable annuity contract.
These assets are generally maintained at the underwriting insurance company, or the custodian designated by
the product’s provider.
MUTUAL SECURITIES, INC. EVOLVE ADVISORY PROGRAM
MWM provides investment advisory services to some customers of Mutual Securities, Inc. (“MSI”), a broker-
dealer, through MSI’s Evolve program. Participating MSI customers (“Brokerage Customers”) provide written
consent requesting to receive MWM’s advisory services. Brokerage Customers have entered into a written
advisory agreement with MWM. Additional information about this service is provided herein.
MISCELLANEOUS
In performing its services, MWM does not independently verify any information it receives from clients or a client’s
other service providers; it relies solely on the information clients and their authorized representatives provide. The
client is free to accept or reject any recommendation made by MWM. Moreover, each client is advised that it remains
the client’s responsibility to promptly notify MWM if there is ever any change in the client’s financial situation or
investment objectives so that MWM, if necessary, can re-evaluate or revise any previous recommendations or services
it provided to the client.
DISCLOSURE REGARDING ROLLOVER RECOMMENDATIONS
A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and
may engage in a combination of these 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) rollover
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). Our Firm may recommend an investor roll over plan
assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its
representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client
leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new
employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive
to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of
interest. To mitigate the conflict of interest, there are various factors that our Firm will consider and review
before recommending a rollover, including but not limited to:
the investment options available in the plan versus the investment options available in an IRA
fees and expenses in the plan versus the fees and expenses in an IRA
the services and responsiveness of the plan’s investment professionals versus those of our Firm,
required minimum distributions and age considerations, and
tax consequences, if any.
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We are fiduciaries under the Investment Advisers Act of 1940, and when we provide investment advice to you
regarding your retirement plan account or individual retirement account, we are also fiduciaries 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. We must act in your best interest and not put our
interest ahead of yours.
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ADMINISTRATIVE SERVICES PROVIDED BY THIRD -PARTY SERVICE PROVIDERS
MWM utilizes third-party technology platforms and service providers to support certain back-office and
account administration functions, such as data reconciliation, performance reporting, generation and delivery
of client statements and other reports, trade-related administrative support, advisory fee calculation and
billing, and other functions related to the administrative tasks of managing client accounts. Due to these
arrangements, these service providers may have access to client account information to perform these
functions; however, they do not serve as the investment adviser to client accounts solely by virtue of providing
these administrative services. Fees we pay for these services are paid by MWM from its resources and do not
increase the advisory fee you pay under your advisory agreement.
To support the services we provide, MWM may use third-party tools that include automated or AI-enabled
features, such as tools that create meeting transcripts and/or summaries and support internal documentation
and workflow. MWM personnel review and supervise the use of these tools, and final client advice is based
on our professional judgment and the client’s circumstances.
WRAP FEE PROGRAMS
MWM sponsors a wrap fee program effective March 20, 2026. Clients participating in the wrap fee program receive
MWM’s Wrap Fee Program Brochure (Form ADV Part 2A Appendix 1), which provides additional information about
the program’s services, fees, and brokerage/custody arrangements. For clients participating in the wrap fee program,
MWM’s role is primarily to facilitate the selection and ongoing oversight of third-party separate account managers
(“SAMs”). The SAMs generally make day-to-day investment selections and trading decisions for wrap accounts, and
MWM typically does not provide advice regarding specific securities within those accounts.
ASSETS UNDER MANAGEMENT
As of the close of business on December 31, 2025, MWM manages approximately $10,904,051,242 in regulatory assets
under management, $10,229,142,508 of which are on a discretionary basis while $674,908,734 is under non-
discretionary management.
ITEM 5 - FEES AND COMPENSATION
COST OF SERVICES
Each client will enter an agreement that outlines MWM’s services, trading authority, and costs (“Agreement”). Costs
are negotiated with each client and are customized depending on several factors.
Annual Fee Calculation
1.50% on the first $499,999, then
1.25% on assets of $500,000 to $999,999, then
1.00% on assets of $1,000,000 to $2,999,999, then
0.75% on assets of $3,000,000 to $4,999,999, then
0.65% on assets of $5,000,000 to $9,999,999, then
0.55% on assets over $10,000,000
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The applicable fee rates will be applied to each corresponding tier of AUM as outlined above. This means that for each
tier of AUM, the specified fee rate will be applied only to the portion of the client’s assets that falls within that tier,
according to the fee structure.
MWM will typically add (aggregate) asset amounts in accounts from the client’s same household together to
determine the advisory fee for all client accounts. MWM will do this, for example, where we also service accounts for
minor children, individual and joint accounts for a spouse, and/or other related accounts. This consolidation practice
is designed to benefit the client from an increased asset total, which could potentially cause your account(s) to be
assessed a reduced advisory fee based on the asset levels available in our fee schedule.
For eligible First Responder and Military client households, MWM offers a discounted advisory fee rate of 1.25% on
assets in the $0–$499,999 tier of our fee schedule; all other asset tiers are billed at our standard rates. “First
Responder” and “Military” eligibility is determined under our internal program criteria (generally covering law
enforcement, firefighters, emergency medical personnel, and U.S. Armed Forces members, retirees, and qualifying
veterans). MWM may modify or discontinue this discount in accordance with the client agreement.
The actual fees paid by each client are listed in the Agreement executed by the client and accepted by MWM. As
directed in the Agreement, the costs agreed to may be negotiated and may be lower than the rates noted in the
standard fee schedule above.
In limited circumstances, MWM may work with clients using a negotiated annual flat fee rate. The annual fee will be
quoted as a percentage of the current market portfolio or can be a stated dollar figure. The specific determination of
the amount charged is based on a combination of the following factors: (1) services provided as defined in the client
agreement, (2) assets in the account, (3) complexity of the investment strategy and planning services, and (4) the
estimated investment in time MWM will spend providing services for the client.
Generally, fees are billed quarterly in advance. The fees are calculated based on the market value of the Portfolio
(including cash and equivalents, including money market funds) multiplied by the annual fee rate and prorated for the
applicable billing period. The initial fee will be based upon the date the account is accepted for management or when
the assets are transferred through the last day of the current calendar quarter. Thereafter, the fee will be based on
the market value of the account on the last day of the previous calendar quarter and will cover the period from the
first day of the calendar quarter through the last day of the calendar quarter. MWM uses third-party vendors to
provide the market value of the account for billing purposes. Third-Party Money Manager fees may be in addition to
the fees charged by MWM and may be incurred on a different cadence than MWM’s (e.g., monthly in arrears). These
fees will be outlined in a separate addendum to the Advisory Agreement signed by the client.
clients should understand that the advisory fees charged on these balances may exceed the returns provided by cash,
cash equivalents, or money market funds, especially in low-interest rate environments.
When MWM acquires new client accounts through the acquisition of an investment advisory practice, MWM may
continue to honor the pre-existing fee arrangement for those clients. In addition, for a limited transition period, MWM
may continue to follow certain pre-existing billing practices (such as billing cadence or timing) to facilitate integration,
provided such practices are disclosed to the client and documented in the applicable agreement or transition
communications. A client’s “legacy” positions that we continue to monitor or manage are included in our advisory fee,
as described in the client’s signed advisory agreement.
MODULAR PLANNING FEES
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Certain planning services can be performed for a standalone fee. The services associated with these fees are
summarized above in Item 4, “Modular Planning Services.” Generally, the specific determination of the amount
charged is based on a combination of the following factors: (1) services provided identified in paragraph 1 of the
Advisory Agreement; and (2) the complexity of the planning needs including the amount and type of client assets
included in the planning. In certain instances, MWM may discount the fees at its discretion.
FINANCIAL PLANNING FEES
Clients who engage MWM to prepare only a financial plan and choose to decline investment management
services may pay a fee between $2,500 and $10,000. The actual fee will be determined based on the
complexity of the client’s situation and the amount and type of assets included in the planning. A fee will be
quoted and agreed upon before work commences. In certain instances, separate agreements and fees may be
necessary to engage with Modern Wealth Tax Services (tax preparation) and outside law firms (estate planning).
TAX PLANNING AND PREPARATION FEES
For custom tax planning requests, fees for services beyond those included in MWM’s investment management
services will be determined in advance. Half of the fee is due upon signing the agreement, with the remaining
balance due upon completion of the service.
If the client chooses to engage Modern Wealth Tax Services, an affiliate of MWM, for tax preparation services,
the client and MWTS will separately agree upon the cost of preparing and filing the tax return.
ESTATE PLANNING FEES
Depending on the client’s needs and desires for estate planning document review, preparation, or updates, we
will engage with a third-party, technology-enabled estate planning document preparation service provider or
estate planning attorneys. When MWM engages with a document preparation service provider, MWM and
the client agree to a flat fee, which MWM pays to the service provider.
In some instances, additional estate planning services may require a separate engagement and fee to law firms
that provide this service. Meetings with external law firms will occur at MWM’s offices or via virtual technology
and will be by appointment only.
Clients who sign an engagement letter with the law firm will pay a fee directly to the firm. If the law firm engages
MWM’s affiliate, Modern Wealth Business (“MWB”), to administer estate plan funding services, then MWB
will receive compensation. Estate plan funding services include the process of re-titling financial accounts of
estate plan clients in a manner consistent with the estate plan developed by the law firms mentioned above.
MWB’s fee for estate plan funding services typically ranges from $500 to $15,000 per estate plan.
RISK MANAGEMENT PLANNING FEES
When insurance planning services are performed as part of a financial plan, the service is included in the fee
for financial planning. When insurance planning services are performed as a stand-alone service, no fee is
charged for the service. If the service results in the sale of an insurance product through Modern Wealth
Insurance Services, LLC, an MWM affiliate will receive a commission from the sale of that product. See Item 10
below.
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THIRD-PARTY MONEY MANAGER FEES
A third-party money manager (“TPMM”) is an external manager hired by MWM to assist with managing a client’s
investment portfolio. Generally, the third party manages all or some of the client’s assets in accordance with stated
guidelines and objectives communicated by MWM. MWM may outsource some of the investment management to
TPMM for certain client assets.
When MWM directs client assets to TPMM, the client incurs an additional cost. The specific addendum to the Advisory
Agreement addressing the TPMM arrangement discloses the additional cost and the billing methodologies of the
TPMM. These additional fees typically range between 0 to 100 basis points annually and are usually based on a
percentage of the client’s assets under the TPMM’s management. The fee structure may differ in frequency and
valuation method from MWM’s fee, which is typically quarterly in advance and determined by the market value of the
account on the last day of the previous calendar quarter. However, the details of the fee structure will be clearly
disclosed in the agreement.
The TPMM may impose minimum investment requirements which vary. Typically, the TPMM deducts its fees directly
from the client’s custodial account. In addition to TPMM costs, the investment vehicles in which client assets are
invested may have their own associated cost. For instance, costs are charged to shareholders of mutual funds by the
fund manager and deducted directly from the net asset value of the investment vehicle.
FEES INCURRED FOR OTHER SERVICES AVAILABLE THROUGH MWM
In addition to the fees outlined above, MWM may offer additional services for the fees listed below. Certain advisors
of MWM may be compensated for participating in delivering these services to clients.
FEES FOR SERVICES PROVIDED TO EMPLOYER-SPONSORED RETIREMENT PLANS
Fees for employer-sponsored retirement plans can be structured in various ways. These fees are typically
charged on a fee-for-service basis, which can either be billed as a flat annual basis point charge or in a tiered
format similar to the structure outlined above.
The fees can be assessed quarterly in advance or monthly/quarterly in arrears. However, if a plan initiates its
advisory relationship with MWM mid-billing cycle, the initial fee will be prorated based on the remaining days
in that period. Fees are also negotiable.
Some employer-sponsored plans may also be subject to an annual fixed-dollar fee. This fee can be paid
quarterly in four equal installments.
In addition to ongoing service fees, one-time project-specific work may incur additional charges. These charges
are generally presented as a flat dollar amount, with payment terms specified in advance.
Participant education is included as part of our Retirement Plan Advisory Agreement, meaning that a portion
of the overall advisory fee covers education services for plan participants. However, if a retirement plan client
(i.e., the plan’s sponsor) exceeds the allotted number of participant education days per year, an additional
charge per extra day will apply.
Lastly, MWM may assess transition-related fees during the first year of service. These fees can be structured
either as a flat dollar figure or as a basis point charge.
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FEES FOR INVESTMENT MANAGEMENT OF VARIABLE ANNUITY CONTRACTS
For variable annuity contracts recommended by MWM, the advisory fee will be paid in arrears debited from
the policy and paid to MWM. The insurance company issuing the variable annuities will charge management
expenses (and possibly exchange and surrender fees in addition to and separate from the investment advisory
fees charged by MWM). However, the client may have the option to pay advisory fees related to the variable
annuity product by debiting them from a separate custodial account. The product prospectus contains more
details about the additional fees that apply.
MUTUAL SECURITIES, INC. EVOLVE PROGRAM
Through an agreement with a broker-dealer, Mutual Securities, Inc. (“MSI”), MWM provides investment
advisory services to MSI customers (“Brokerage Customers”). MWM receives an advisory fee from MSI based
on Assets Under Management owned by Brokerage Customers who have provided written consent to receive
the services from MWM and have entered a written advisory contract with MWM. The advisory fee is
calculated in advance based on the value of the Assets Under Management from Brokerage Customers as of
the end of the previous quarter. This advisory fee is paid by MSI and is not charged to the client separately.
MISCELLANEOUS INFORMATION CONCERNING FEES & COMPENSATION
MWM charges a fee as compensation for providing Investment Management services to your account. The services
include advisory and consulting services, trade entry, investment supervision, and other account maintenance
activities.
In addition to the advisory fees paid to MWM, clients may also incur certain charges imposed by other third parties,
such as broker-dealers, custodians, trust companies, banks, and other financial institutions. These additional charges
may include securities brokerage commissions, transaction fees, custodial fees, fees charged by Third Party Money
Managers, margin costs, charges imposed directly by a mutual fund or ETF in a client’s account (e.g., fund management
fees and other fund expenses) as disclosed in the fund’s prospectus, 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. To learn more about these, please refer to a discussion about MWM’s brokerage practices in Item 12
below.
We will refund a portion of the advisory fee for certain net withdrawals and may retroactively charge fees for certain
net additions that occur during a quarter. For purposes of fee billing, a “cash flow” or “flow” generally means a deposit
to, or withdrawal from, your account (including contributions, distributions, transfers, and certain other movements
of cash or securities) that changes the value of assets we manage in the account. Effective January 1, 2026, we
generally process intra-quarter billings or refunds only for net cash flows that exceed $25,000 in a single day. Net cash
flows that do not meet this threshold will typically be reflected in the account value used for the next regular billing
cycle and may not result in an interim billing or refund. We rely on custodian transaction data and automated
processes (including vendor systems) to identify and classify eligible cash flow transactions for billing purposes, and
clients should promptly notify us if they believe cash flow was misclassified or a fee deduction was calculated
incorrectly.
Stand-alone Investment Management Services are provided pursuant to fees negotiated with each client, which will
not exceed the firm’s published fee schedule without notice. Any upward modification to such fees will be disclosed
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to the client in writing, in advance of implementation, and the client will be afforded a reasonable opportunity to
decline or terminate the service.
In limited circumstances, we may calculate and charge the advisory fee on a per-account basis rather than on an
aggregated household basis. This may occur, for example, when we continue to honor a pre-existing (legacy) fee or
billing arrangement for certain accounts acquired through the acquisition of an investment advisory practice, or
where a particular program, platform, account type, or contractual arrangement requires account-level fee
calculation. Per account billing will be specified in the client’s agreement.
MWM maintains controls designed to reduce the risk that a supervised person receives both commission-based
compensation and advisory fees on the same assets within a comparable time frame. In limited circumstances, MWM
applies a waiting period during which certain assets are not eligible for advisory fee billing for a set time after a
commissionable transaction.
You authorize MWM to debit your account quarterly for our fee. MWM will direct the independent qualified custodian
holding your funds and securities, who will debit your account directly for the advisory fee and pay that fee to MWM.
You will provide written authorization permitting the fees to be paid directly from your account held by the qualified
custodian. Further, the qualified custodian delivers an account statement at least quarterly directly to you indicating
all the amounts deducted from the account, including our advisory fees. You are encouraged to review your account
statements for accuracy.
The agreement that you and MWM signed for investment advisory services shall remain in force unless terminated
by you or us in accordance with the agreement. For purposes of calculating any refund, termination is treated as
effective when we have confirmed that (i) a notice of termination applies to all managed accounts in your household,
(ii) there are no remaining managed accounts for your household across custodians we work with, and (iii) our
advisory authority has been removed from those accounts (a “Termination Event”).
Upon a Termination Event, our management fee will be pro-rated for the quarter in which termination occurs, and
any unearned fees will be refunded to you. Refunds are generally processed within 30 days after the Termination
Event to allow for settlement of residual transactions, confirmation that no managed accounts remain, and final billing
reconciliation. After termination, you are responsible for monitoring the securities in your account(s), and MWM will
have no further obligation to act or advise with respect to those account(s).
ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY- SIDE MANAGEMENT
We do not charge advisory fees on a share of the capital appreciation of the funds or securities in a client account (so-
called performance-based fees).
ITEM 7 – TYPES OF CLIENT S
We provide investment advisory services to individuals, high net-worth individuals, trusts, estates, charitable
organizations, pension and retirement plans (and, in certain cases, their participants), broker-dealers, and
corporations. Our minimum account value requirement is $250,000 in investable assets per household, although the
account minimum may be waived or negotiated at our discretion.
Certain programs and client relationships (including those serviced through the MSI Evolve program) may have
different minimums or no minimum due to program structure, account type, or other facts and circumstances. In
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addition, certain third-party money managers (“TPMMs”) may impose minimum investment requirements that differ
from those of MWM.
ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS
METHODS OF ANALYSIS
MWM utilizes a variety of methods when managing client assets. Our general approach is to build and maintain
portfolios which aim to meet our clients’ investment objectives while taking an appropriate level of risk. Our methods
of analysis include, but are not limited to, fundamental analysis, technical analysis, and quantitative analysis. We also
rely upon third-party investment managers and research firms who employ their own methods of analysis to help
influence our investment decisions.
INVESTMENT STRATEGIES
We often seek to achieve long-term client objectives through strategic asset allocation but also allow the freedom to
incorporate tactical views and strategies where appropriate. As market conditions indicate, we may recommend
defensive strategies to preserve capital over the short- and long-term.
There can often be a blend of multiple investment strategies within a client’s overall portfolio, each with their own
specific objective, but all working towards the common goal of meeting our client’s investment needs. MWM’s
Investment Management Team is often engaged to review potential investments for inclusion in client portfolios.
ASSET ALLOCATION PROGRAMS
We often use model asset allocation programs (“Model Portfolios”) researched and provided by our in-house
staff and by third parties. MWM’s Investment Management Team or our third-party partners conduct research,
build, monitor, and update the Model Portfolios.
A Model Portfolio(s) composition will be determined based on research and selection predominantly of mutual
funds and exchange traded funds (“ETFs”), but other investment products may be used depending on the
Portfolio’s investment style. Positions within the models are chosen based on certain criteria, including, but
not limited to:
Fund objectives and investment styles;
Superior performance relative to fund peer groups over a number of years;
Consistent fund management; and
•
•
• Asset size providing liquidity and maneuverability;
•
• Appropriately low expense ratios after investments are selected for a portfolio.
The Model Portfolio is regularly monitored to ensure alignment with its mandate. To better achieve the
objectives of each Model Portfolio, MWM will rebalance accounts as we deem appropriate based on market
conditions or as signals are received from third party research providers.
Market conditions may cause your account to vary from the established allocation. To remain consistent with
the asset allocation guidelines established, we monitor all accounts on an ongoing basis. We rebalance
accounts at least annually to the original allocation, or if deemed beneficial, to a new allocation based on the
then-prevailing economic conditions and within the guidelines of the chosen investment strategy.
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MUTUAL FUND POLICY
MWM includes mutual funds in many of our investment strategies. MWM’s policy is to ensure that clients hold
the most cost-effective investments available that align with their specific risk tolerances and investment objectives.
To this end, when available through our custodians, the Firm invests client accounts in mutual fund share classes
with the lowest expense ratios available to MWM at the time of MWM’s initial investment recommendation.
However, share classes with higher expense ratios may be selected if they are determined to better serve the client’s
interests due to position size, expected trading activity, redemption fees, and other relevant considerations.
The expense ratio is the annual fee that all mutual funds charge to their shareholders. It represents the
percentage of assets deducted each fiscal year to cover fund expenses, including 12b-1 fees, management fees,
administrative fees, operating costs, and other asset-based costs incurred by the fund. Some fund families offer
different classes of the same fund, and one share class may have a lower expense ratio than another. These
expenses are deducted from client assets which could impact account performance. It is important to note that
mutual fund expenses are in addition to our fee, and MWM does not receive any portion of these charges.
As share classes with lower expense ratios may become available, MWM may convert the existing mutual fund
position to the lower cost share class dependent on the factors described above. Clients transferring mutual
funds into their MWM accounts should be aware that they may incur charges upon selling these products.
Additionally, some mutual funds have frequent trading policies that may limit a client’s transactions in shares
of the fund, which can affect rebalancing, liquidations, deposits, or tax harvesting. All mutual fund expenses
and fees are disclosed in the respective mutual fund prospectus.
NO-TRANSACTION FEE MUTUAL FUNDS
When selecting investments for our clients’ portfolios, we might choose mutual fund share classes that appear
on the custodian’s No-Transaction Fee (“NTF”) list. This means that your account custodian will not charge a
transaction fee or commission for buying or selling these share classes within these funds.
The mutual fund companies that participate in the custodian’s NTF fund program pay a fee to be included, and
this fee is ultimately passed on to mutual fund owners, including our clients. Accordingly, NTF share classes generally
have higher expense ratios than their transaction fee-eligible counterparts. MWM has observed that smaller
positions sizes may be better served by investing in a share class with a higher expense ratio but no transaction fees,
as the overall costs could be lower compared to paying transaction fees associated with lower-expense-ratio options,
particularly when trading is expected to be frequent. Therefore, when deciding whether to select a share class
from the NTF list, we consider factors such as the expected trades in the share class, the position size, and the
expense ratio compared to other alternative share classes.
THIRD-PARTY MONEY MANAGER ANALYSIS
We seek to recommend investment strategies that will give a client a diversified portfolio consistent with the client’s
investment objective. We do this by analyzing the various securities, investment strategies, and third-party
management firms. The goal is to identify a client’s risk tolerance and find the most appropriate Third-Party Money
Manager (“TPMM”) if appropriate.
We examine the experience, expertise, investment philosophies and past performance of an independent TPMM to
determine if that TPMM has demonstrated an ability to successfully invest over time and in different economic
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conditions. We monitor the TPMM’s underlying holdings, strategies, concentrations, and leverage as part of our
overall periodic risk assessment. Additionally, as part of our due diligence process, we survey the TPMM’s compliance,
business enterprise risks, among several other factors.
A risk of investing with a TPMM who has been successful in the past is that the manager may not be able to replicate
that success in the future. In addition, as we do not control the underlying investments in a manager’s portfolio, there
is also a risk that the manager may 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 managers’ daily business and compliance
operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or
reputational deficiencies.
RISKS
Investing in securities involves risk of loss which you should be prepared to bear. Our past performance is not a
guarantee of future results. Certain market and economic risks exist that may adversely affect an account’s
performance that could result in capital losses in your account.
There are principal and material risks involved with investing which may adversely affect the account value and total
return of your portfolio(s). There are other circumstances (including additional risks that are not described here) which
could prevent your portfolio from achieving its investment objective. It is important to read all the disclosure
information provided and to understand that you may lose money by investing in any of our strategies. Please contact
your investment adviser representative for more information about risks specific to your investment strategy.
Your account may be subject to the specific risks including, but not limited to, the following:
•
Stock Market Risk – The value of securities in the portfolio will fluctuate, and, as a result, the value may
decline suddenly or over a sustained period.
• Managed Portfolio Risk – The manager’s investment strategies or choice of specific securities may be
•
unsuccessful and cause the portfolio to incur losses.
Industry Risk – The portfolio’s investments could be concentrated within one or a group of industries.
Any factors detrimental to the performance of such industries will disproportionately impact your
portfolio. Investments focused on a particular industry are subject to greater risk and are more greatly
impacted by market volatility than less concentrated investments.
•
•
•
•
• Non-U.S. Securities Risk – Non-U.S. securities are subject to foreign currency fluctuations, generally higher
volatility and lower liquidity than US securities, less developed securities markets, economic systems,
and political and economic instability.
Emerging Markets Risk – To the extent that your portfolio invests in issuers located in emerging markets,
the risk may be heightened by political changes and changes in taxation or currency controls that could
adversely affect the values of these investments. Emerging markets have been more volatile than
developed countries with more mature economies.
Currency Risk – The value of your portfolio’s investments may fall due to changes in exchange rates.
Credit Risk – Most fixed-income instruments depend on the issuer's underlying credit. We may purchase
securities where the issuer is unable to meet its obligations. If this happens, your portfolio could sustain
an unrealized or realized loss.
Inflation Risk – Most fixed-income instruments will sustain losses if inflation increases, or the market
anticipates increases in inflation. If we enter a period of moderate or heavy inflation, the value of your
fixed-income securities could go down.
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•
ETF and Mutual Fund Risk – When we invest in an ETF or mutual fund for a client, the client will bear
additional expenses based on its pro rata share of the ETF or mutual fund’s operating expenses, including
the potential duplication of management fees. The risk of owning an ETF or mutual fund generally
reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients may also incur
brokerage costs when purchasing ETFs. Please see the sections “Mutual Fund Policy” and “Non-
Transaction Fee Mutual Funds” above.
• Management Risk – Your investment with us varies depending on the success or failure of our investment
strategies, research, analysis, and determination of portfolio securities. If our investment strategies do
not produce the expected returns, the value of the investment will decrease.
•
•
•
•
• Options Risk – Options on securities may be subject to greater fluctuations in value than an investment
in the underlying securities. Purchasing and writing put and call options are highly specialized activities
and entail greater than ordinary investment risks which could result in losses.
Illiquid Alternatives Risk – Investing in illiquid alternative securities presents risks due to their limited
marketability, potentially resulting in difficulties in buying or selling quickly. These assets often
experience price volatility and carry higher levels of uncertainty and complexity compared to traditional
investments. Due to their limited marketability and specialized nature, Illiquid Alternatives can be
difficult to value which complicate assessing their true worth.
Leverage Risk – Certain investment strategies or products (including certain alternative or “capital-
efficient strategies”) may use leverage including through borrowing, derivatives, or other techniques.
This is done to seek to enhance returns or achieve exposures in a capital-efficient manner. Leverage can
magnify gains and losses, increase volatility, and may result in losses greater than the amount invested
in a particular strategy. Leverage-related costs, margin requirements, liquidity constraints, or rapid
market movements may require positions to be reduced or closed at unfavorable times. While we
generally do not utilize inverse or levered products, we may, where appropriate and consistent with a
client’s objectives and risk tolerance, recommend or utilize strategies that involve leverage as part of an
overall portfolio.
Cybersecurity Risk – Besides the Material Risks listed above, investing involves various operational and
“cybersecurity” risks. These risks include both intentional and unintentional events at MWM or one of
its third-party counterparties or service providers, that may result in a loss or corruption of data, result
in the unauthorized release or other misuse of confidential information, and generally compromise our
Firm’s ability to conduct its business. A cybersecurity breach may also result in a third-party obtaining
unauthorized access to our clients’ information, including social security numbers, home addresses,
account numbers, account balances, and account holdings. Our Firm has established business continuity
plans and risk management systems designed to reduce the risks associated with cybersecurity
breaches. However, there are inherent limitations in these plans and systems, including that certain
risks may not have been identified, in large part because different or unknown threats may emerge in
the future. As such, there is no guarantee that such efforts will succeed, especially because our Firm
does not directly control the cybersecurity systems of our third-party service providers. There is also a
risk that cybersecurity breaches may not be detected.
Legacy Risk – In our discretion, investment advice may be offered on client's investments brought to
MWM at the start of the advisory relationship. Depending on tax considerations and client sentiment,
these investments may be sold over time, and the assets would be reinvested. As with any investment
decision, there is the risk that timing with respect to the sale and reinvestment of these assets will be
less than ideal or even result in a loss to the client.
ITEM 9 – DISCIPLINARY INFORMATION
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MWM has no legal, financial, or other reportable items to disclose. Certain advisors associated with MWM may
have events that require disclosure to you. Please refer to our Brochure Supplements (ADV Part 2B) for more
detailed disclosure information.
ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATION
MODERN WEALTH INSURANCE SERVICES, LLC
Modern Wealth Insurance Services, LLC (“MWIS”) is an affiliated licensed insurance agency with the State of Kansas. A
portion of some of our IARs’ time is spent on these activities.
MWM does not own nor is affiliated with any insurance company or provider. When a recommendation is made to a
client about the purchase, redemption, or exchange of an insurance policy, clients are not obligated in any way to
execute the recommendations made through MWIS and/or any insurance agent affiliated with MWM and/or any
insurance agency that its advisors may be licensed. Clients can refer to the individual investment adviser
representative’s ADV Part 2B to determine applicability.
MODERN WEALTH TAX SERVICES, LLC
Certain people associated with MWM are also part of Modern Wealth Tax Services, LLC, which provides some tax
planning and preparation as described in Section 4.
MODERN WEALTH BUSINESS, LLC
Modern Wealth Business, LLC (“MWB”) is an affiliate of MWM, primarily providing shared business functions for MWM
and other affiliated entities. This includes but is not limited to office leases, payroll, third-party administration for
401(k)s, and other employer-sponsored retirement plans. Additionally, when MWM has been engaged to assist with
estate planning services, MWM may refer clients to a law firm to create trusts, wills, and estate plans. A referred law
firm may engage MWB to provide estate plan funding services by assisting in the transfer of assets to a trust, for
example. MWB is compensated for providing its funding services.
RADIO, PODCASTS, & YOUTUBE
MWM produces radio, podcasts, and YouTube channels under America’s Wealth Management Show and Money
Matters. Some MWM investment adviser representatives are the hosts. The radio shows, podcasts, and YouTube
channels are designed to educate listeners on financial and retirement matters. Audience members seeking personal
financial advice are referred to MWM. Clients may see ads consistent with their web-browsing history when watching
videos on the MWM YouTube channels. MWM does not receive compensation from YouTube.
BROKER-DEALER RELATIONSHIP
MWM is not a broker-dealer. However, some MWM IARs are also registered representatives of Mutual Securities, Inc.
(“MSI”), a broker-dealer and member of FINRA/SIPC. Certain clients of MWM are also clients of MSI, and in those
cases, MWM IARs may provide both advisory and brokerage services to these shared clients through their affiliation
with MSI. MWM and MSI are not affiliated companies. When acting as registered representatives of MSI, MWM IARs
receive compensation from MSI for brokerage services and product sales.
MUTUAL SECURITIES, INC. EVOLVE PROGRAM
MWM advises clients who have assets held at MSI. Certain clients fall under an agreement between MWM and MSI
as part of MSI’s Evolve Program (“Brokerage Services”) where MWM provides investment advisory services to MSI’s
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brokerage customers (“Brokerage Customers”). MSI compensates MWM for providing these advisory services.
Brokerage Customers execute a written advisory agreement directly with MWM. There is no additional cost to the
client for the Services. This relationship presents conflicts of interest. These conflicts are mitigated by the following
measures: Brokerage Customers must consent to receive investment advisory services from MWM; MWM does not
bill Brokerage Customers for additional compensation on the Assets Under Management applicable to this advisory
relationship; MWM will not engage as, or hold itself out to the public as, a securities broker-dealer; and MWM is not
affiliated with any broker-dealer.
Providing Brokerage Services presents an additional conflict as MWM may be incentivized to recommend a program
type to the Customer (i.e., continuing in the Brokerage Service versus choosing another MWM advisory program) that
results in the highest fee for MWM. To address this conflict, MWM requires its IARs to evaluate whether it is in the
client’s best interests to remain in the Brokerage Service, liquidate their position, or transition their assets to another
advisory program offered by MWM. This assessment considers such factors as anticipated trading activity, time
horizon, risk tolerance, liquidity needs, and differences in fees from what the client is currently charged compared to
an advisory arrangement, if applicable.
There are other arrangements where MWM provides advisory services to clients with assets held by MSI, but whose
assets are not subject to the above agreement. In such situations, MWM is not compensated by MSI, but MWM may
charge a fee to clients not included in the agreement for its advisory services.
LIMITED PARTNERSHIPS
As part of separate outside business activities, certain MWM investment adviser representatives each serve – through
unrelated, unaffiliated corporate entities – as the general partners to two independent limited partnerships: the
Autumn Wind Global Multi-Strategies Fund, L.P. and the Hopkins Capital Partners Fund, L.P. These corporate entities
are not advisory affiliates of MWM, nor are they under common control with our firm. MWM does not receive
compensation or any form of remuneration from these partnerships, and MWM clients are under no obligation to
invest in either fund. Additionally, both limited partnerships are closed to new investors.
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
& PERSONAL TRADING
MWM and individuals employed or otherwise associated with us are allowed to invest for their own accounts or have
a financial interest in the same securities or other investments that we recommend or acquire for your account and
may engage in transactions that are the same as or different than transactions recommended to or made for your
account. This creates a conflict of interest. We recognize the fiduciary responsibility to place your interests first and
have established policies to avoid and mitigate any potential conflicts of interest related to personal trading.
We have developed and implemented a Code of Ethics policy that sets forth standards of conduct expected of our
advisory personnel to avoid this conflict of interest. The Code of Ethics addresses, among other things, personal
trading, gifts, the prohibition against the use of inside information, and other situations where there is a possibility for
conflicts of interest. All associated persons attest that they have read the Code and will abide by it at all times while
employed by MWM.
The Code of Ethics is designed to protect our clients by deterring misconduct, educating personnel regarding the firm’s
expectations and laws governing their conduct, reminding personnel that they are in a position of trust and must act
with complete propriety at all times, protecting the reputation of MWM, guarding against violation of the securities
laws, and establishing procedures for personnel to follow so that we may determine whether our personnel are
complying with the firm’s ethical principles.
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All advisory personnel are required to report to the Firm’s Chief Compliance Officer initial and annual holdings and
quarterly transactions in reportable securities, as defined in the Code. The Chief Compliance Officer is responsible for
reviewing such reports. The Code also sets forth general standards of conduct and practices to be followed by all
personnel to minimize conflicts of interest, including limits on gifts to or from clients and other third-parties, restrictions
on participating in outside business activities, restrictions on participation in investment clubs, and policies designed
to prevent personal trading conflicts. In addition, the Code includes provisions designed to prevent and enforce the
Firm’s strict policy against the misuse of material non-public information by all personnel. The Firm’s Chief Compliance
Officer is responsible for the oversight and administration of the Code.
We have established the following restrictions in order to ensure our fiduciary responsibilities to you are met:
• A director, officer, or employee of MWM shall not buy or sell any securities for their personal portfolio(s)
where their decision is substantially derived, in whole or in part, by reason of his or her employment unless
the information is also available to the investing public on reasonable inquiry.
• No director, officer, or employee of MWM shall prefer his or her own interest to that of the advisory client.
• We maintain a list of all securities holdings and transactions for any Supervised Persons with access to
clients’ personal transactions. These holdings and transactions are reviewed on a regular basis by an
appropriate officer/individual of MWM.
• We emphasize the right of the client to decline to implement any advice rendered, except in situations
where we are granted discretionary authority in the client’s account and our authority has not been
limited.
• We emphasize the right of the client to select and choose any broker-dealer (except in situations where
we are granted discretionary authority) he or she wishes.
• We require that all individuals act in accordance with all applicable Federal and State regulations governing
registered investment advisory practices.
• Any individual not in observance of the above may be subject to termination.
You may request a complete copy of our Code by contacting us at the address, telephone or email on the cover page
of this Part 2; attn.: Chief Compliance Officer.
AFFILIATES’ INDIRECT OWNERSHIP INTERESTS IN CERTAIN INVESTMENTS
The Firm may recommend or invest client assets in exchange-traded funds (“ETFs”) advised by Victory Capital
Management Inc. (“Victory Capital”), including VictoryShares ETFs. The Firm is indirectly owned, in part, by a private
equity investor, Crestview Partners, and affiliated entities of Crestview Partners hold a minority, non-controlling
ownership interest in Victory Capital
This relationship presents a potential conflict of interest, as the Firm may have an indirect incentive to recommend or
allocate client assets to such investments. The Firm does not receive any direct or indirect compensation, revenue
sharing, or other economic benefit from Victory Capital or VictoryShares ETFs in connection with client investments.
Clients are not obligated to invest in any particular ETF or investment strategy, including VictoryShares ETFs. However,
if a client elects to restrict or exclude certain investments, certain strategies or allocations may be unavailable or
implemented differently.
The Firm addresses this potential conflict through its investment selection and portfolio construction processes, which
include evaluating investments based on factors such as cost, performance, liquidity, structure, and suitability. The
Firm evaluates each investment on its own merits relative to available alternatives, and investment decisions are made
without regard to any ownership relationship described above.
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ITEM 12 - BROKERAGE PRACTICES
MWM does not maintain custody of the assets we advise on. However, we may be deemed to have custody in certain
limited circumstances, such as when you authorize us to deduct advisory fees directly from your account or in other
situations described below (see Item 15 – Custody). Your assets must be maintained with a “Qualified Custodian,”
which is typically a broker-dealer or bank. Charles Schwab & Co., Inc. (“Schwab”) and Fidelity Institutional Wealth
Services (“Fidelity”) are examples of Qualified Custodians that we primarily work with. For clients participating in
MWM’s wrap fee program, Pershing Advisor Solutions, LLC acts as the qualified custodian and provides brokerage and
execution services as described in MWM’s Wrap Fee Program Brochure (Form ADV Part 2A Appendix 1).
We generally recommend that clients utilize the custody, brokerage, and clearing services of Schwab or Fidelity
(collectively, the “Custodians”) for investment management accounts. The Custodians are independent entities
registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority as broker-
dealers. They are not affiliated with MWM.
You are not required to follow our recommendation to use a particular custodian, and you may choose to place
transactions through another broker-dealer or custodian. However, if your account is not held with a custodian we
recommend, our ability to effectively manage your account may be limited.
The Custodians will act solely as broker-dealers and not as an investment adviser to you. They will have no discretion
over your account and will act only on instructions they receive from us or you. They have no responsibility for our
services and undertake no duty to you to monitor our firm’s management of your account or other services we provide
to you. The Custodians will hold your assets in a brokerage account, buy and sell securities, and execute other
transactions when we or you instruct them to do so. We do not open an account for you.
While we request that you use either Schwab or Fidelity as a custodian, you will decide whether to do so and will open
your account by entering into an account agreement with them. Conflicts of interest associated with this arrangement
are described below as well as in Item 14 (client referrals and other compensation). You should consider these conflicts of
interest when selecting your custodian.
HOW WE CHOOSE CUSTODIANS
The Custodians provide us with access to their institutional trading and custody services. These services include
brokerage, custody, research, and access to mutual funds and other investments generally available only to
institutional investors. Guided by our duty to seek best execution and to act in your best interests, our
recommendation is generally based on these Custodians’ cost and fees, skills, reputation, dependability, and compatibility
with the client. You may obtain lower commissions and fees from other brokers.
When considering whether the terms that Schwab and Fidelity provide are, overall, most advantageous to you when
compared with other available providers and their services, we take into consideration a wide range of factors, including:
•
•
•
Combination of transaction execution services and asset custody services (generally without a separate fee for
custody);
Capability to execute, clear, and settle trades (buy and sell securities for your account);
Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payments,
etc.);
• Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (“ETFs”), etc.);
• Availability of investment research and tools that assist us in making investment decisions;
• Quality of services
•
Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and
willingness to negotiate the prices;
• Reputation, financial strength, security, and stability;
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Prior service to us and our clients;
Services delivered or paid for by Custodians;
•
•
• Availability of other products and services that benefit us, as discussed below (see “Products and services available
to us from Custodians”).
Custodians generally do not charge the client separately for custody but may be compensated by charging you
commissions or other fees on trades that it executes or that settle into your account. The Custodians are also
compensated by earning interest on uninvested cash in your account.
In addition to commissions and asset-based fees, the Custodians may charge you a fee for "prime broker" or "trade
away" services for each trade that we have executed by a different broker-dealer, but where the securities bought or
the funds from the securities sold are deposited (settled) into your custodial account. These fees are in addition to
the commission or other compensation you pay the executing broker-dealer.
We are not required to select the Custodian that charges the lowest transaction cost, even if that broker provides
execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through
Schwab and Fidelity, we have determined that having these firms execute most trades is consistent with our duty to
seek the “best execution” of your trades. Best execution means the most favorable terms for a transaction based on
all relevant factors, including those listed above. By using another custodian, broker, or dealer, you may pay lower
transaction costs.
PRODUCTS AND SERVICES AVAILABLE TO US FROM THE CUSTODIANS
Schwab and Fidelity serve independent investment advisory firms like ours. They provide us and our clients with access
to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not
typically available to their retail customers. However, certain retail investors may be able to get institutional brokerage
services from the Custodians without going through us.
Our Custodians also make available various support services. Some of those services help us manage or administer
our clients’ accounts, while others help us manage and grow our business. Schwab’s and Fidelity’s support services
are generally available at no charge to us. These benefits are generally provided in connection with our custodial
relationships, rather than because of directing client transactions to obtain research or other benefits.
Some of the products, services, and other benefits our Custodians provide benefit us and may not benefit you or your
account. Our recommendation that you place assets with one of these Custodians may be based in part on the benefits
they provide us and not solely on the nature, cost, or quality of custody and execution services provided by the
custodian.
SERVICES THAT BENEFIT YOU
The Custodians’ institutional brokerage services include access to a broad range of investment products, execution of
securities transactions, and custody of client assets. The investment products available include some to which we
might not otherwise have access or would otherwise require a significantly higher minimum initial investment from
our clients. The Custodians’ services described in this paragraph generally benefit you and your account.
SERVICES THAT DO NOT DIRECTLY BENEFIT YOU
Custodians also make other products and services that benefit us available but do not directly benefit you or your
account. These products and services assist us in managing and administering our clients’ accounts and operating
our firm. They include investment research, both the Custodians’ own and that of third parties. We use this research
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to service all or a substantial number of our clients’ accounts, including accounts not maintained at the Custodians.
In addition to investment research, the Custodians also make available software and other technology that:
• Provide access to client account data (such as duplicate trade confirmations and account statements).
• Facilitate trade execution and allocate aggregated trade orders for multiple client accounts.
• Provide pricing and other market data.
• Facilitate payment of our fees from our clients’ accounts.
• Assist with back-office functions, recordkeeping, and client reporting.
SERVICES THAT GENERALLY BENEFIT ONLY US
Schwab and Fidelity offer other services to help us manage and further develop our business enterprise. These
services include:
• Educational conferences and events.
• Consulting on technology and business needs.
• Consulting on legal and related compliance needs.
• Publications and conferences on practice management and business succession.
• Access to employee benefits providers, human capital consultants, and insurance providers.
• Marketing consulting and support.
In addition, the Custodians may pay for transition support services where they will subsidize the costs of moving our clients’
accounts to their platforms. They may make available, arrange, and/or pay for these services rendered to us by third
parties. Further, the Custodians sometimes pay for technology, research, marketing, and compliance consulting products
on our behalf. The Custodians may discount or waive fees they would otherwise charge for some of these services or pay
all or a part of the fees of a third party providing them to us.
While, as a fiduciary, we endeavor to act in your best interest, our recommendation that you maintain your assets in
accounts at our recommended custodians may be based in part on the benefit to us or the availability of some of the
foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided
by the custodian, which may create a conflict of interest. MWM always endeavors to put our clients’ interests first as a
part of our fiduciary duty.
TRADE AGGREGATION
We generally seek to aggregate (combine) trades for eligible client accounts when doing so is consistent with our fiduciary
duty and duty to seek best execution. When we aggregate trades, the following applies:
• We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek the best
execution for clients (including seeking best price) and is consistent with the terms of the applicable client
agreement;
• Aggregation may not be practicable for all accounts, custodians, strategies, or execution environments. Trades
may be executed on an account-by-account basis to address client objectives, restrictions, cash availability, tax
considerations, existing holdings, or operational considerations.
• No advisory client participating in an aggregated trade will receive preferential treatment over any other client in
the same trade.
• When transactions are aggregated, participating accounts will generally receive an allocation at the average
execution price for the applicable order, to the extent practicable, subject to custodian practices and execution
conditions.
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Transaction costs will be allocated proportionally based on each client’s participation in the trade.
•
•
If the aggregated order is filled in its entirety, it will be allocated among participating client accounts in a fair and
equitable manner consistent with our allocation procedures.
•
If the order is partially filled, it will be allocated among participating client accounts in a fair and equitable manner
consistent with our allocation procedures and the considerations described above. Any material deviation from
standard allocation practices will be documented and reviewed by the Chief Compliance Officer (or a delegate).
• Our books and records will separately reflect, for each client account, the aggregated orders and the securities
held by and bought for that account.
• We will receive no additional compensation or remuneration of any kind because of the proposed aggregation.
Individual advice and treatment will be provided to each advisory client.
•
In certain circumstances, we may submit aggregated “block” orders to a custodian’s trading desk to be worked on a “not-
held” basis rather than routed directly to the market. This approach is generally used for larger orders or less liquid
securities where we reasonably believe this may improve execution quality, such as by reducing market impact or obtaining
a better price.
When we use not-held block trading, the custodian may charge an additional transaction-related fee to each participating
client account. We consider these potential fees as part of our best-execution analysis and use not-held block trading only
when we reasonably believe the expected execution benefit justifies the additional cost; however, price improvement
cannot be guaranteed. We may coordinate with a third-party trading support provider in determining whether the use of
not-held orders is appropriate. Allocations of aggregated orders are made in a manner we believe to be fair and equitable
and consistent with our written allocation practices.
TRADE ERRORS
We have implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot
always be avoided. Consistent with our fiduciary duty, it is our policy to correct trade errors in a manner that is in the
best interest of the client. In cases where the client causes the trade error, the client will be responsible for any loss
resulting from the correction. In situations where the client does not cause the trade error, we will absorb any loss
resulting from the trade error if MWM caused the error. If an investment gain results from the correcting trade, the
gain will be donated to charity, or the client may benefit from the windfall.
ITEM 13 - REVIEW OF ACCOUNTS
ACCOUNT REVIEWS – INVESTMENT MANAGEMENT SERVICES
MWM investment adviser representatives continuously review client portfolios to ensure that the investment strategy
aligns with your objectives and risk tolerance. At a minimum, reviews are conducted annually, and they may include
a written report delivered to you. More frequent reviews may be triggered by changes in your personal circumstances,
market conditions, or economic and political factors. We encourage you to notify us of any significant changes in your
financial situation or goals.
STATEMENTS & REPORTS
MWM can provide clients with Performance/Position summary reports on a quarterly basis if requested. Unless
otherwise requested by the client, these reports are sent electronically to clients.
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Our custodians will also provide clients with an account statement for the individual client's account at least quarterly.
You are urged to compare the reports provided by MWM against the account statements you receive directly from
your account custodian.
ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION
REFERRAL FEES FOR PROMOTERS
We pay fees to independent third-parties (“Promoters”) for the referrals of prospective clients to our Firm in
accordance with Rule 206(4)-1 of the Investment Advisers Act of 1940. You will not pay a separate or higher advisory
fee because you were introduced to us through a Promoter, endorsement, or referral program. Clients referred
through these arrangements will receive written disclosures describing the material terms of the compensation
arrangement and related conflicts of interest, which may be provided by the promoter/platform and/or by us, as
applicable.
In cases where state law requires licensure of Promoters, we ensure that no referral fees are paid unless the Promoter
is appropriately registered or exempt as required. Promoters do not provide clients with any investment advice on
behalf of us and are not authorized to bind our Firm. Depending on the specific program, Promoter compensation
arrangements may include a fixed fee per lead introduction or scheduled meeting, a fee that varies based on the
prospective client’s reported assets or other criteria, or, in limited arrangements, a portion of the advisory fees we
receive from referred clients for a specified period or while the referral arrangement remains in effect. Certain
programs are payable based on lead activity or introductions regardless of whether the prospect becomes a client,
while other arrangements may be contingent on the prospect becoming a client.
OUTSIDE PROFESSIONALS
Our Firm may refer business to estate planning attorneys, accountants, insurance brokers, and other professionals.
However, we do not receive monetary or other material compensation for referring clients to such professionals. Each
client can accept or deny such referral or subsequent services.
OUTSIDE COMPENSATION
From time to time, we may receive expense reimbursement for travel and/or marketing expenses from distributors
of investment and/or insurance products. Travel expense reimbursements are typically a result of attendance at due
diligence and/or investment training events hosted by product sponsors. Marketing expense reimbursements are
typically the result of informal expense sharing arrangements in which product sponsors may underwrite costs
incurred for marketing such as advertising, publishing, and seminar expenses. Although receipt of these travel and
marketing expense reimbursements is not predicated upon specific sales quotas, the product sponsor reimbursements
are typically made by those sponsors for whom sales have been made or it is anticipated sales will be made.
MWM puts our clients' interests first as part of our fiduciary duty. However, you should be aware that the receipt of
additional compensation through expense reimbursements could create a conflict of interest that impacts the
judgment of the advisors when making advisory recommendations.
MWM engages with Orion Portfolio Services (“OPS”) and its affiliates to provide services for both MWM and its clients.
Specifically, OPS offers a Custom Indexing solution that MWM may recommend to certain clients as an investment
strategy. In return for using OPS’s services, MWM receives a credit against the fees it owes OPS’ affiliates, which
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creates a conflict of interest because it incentivizes us to recommend OPS. MWM selected OPS after due diligence
and based on our evaluation of available alternatives. Clients are not obligated to use OPS for custom indexing
strategies and may select other providers that do not involve a crediting arrangement.
We receive an economic benefit from some of the Custodians we work with in the form of the support products and
services they make available to us and other independent investment advisors whose clients maintain their accounts
at the Custodians. In addition, some Custodians have also agreed to pay for certain products and services. We do not
charge a higher advisory fee solely because you maintain assets at a custodian that provides these benefits; however,
we benefit from the arrangement because the cost of these services would otherwise be borne directly by us. You
should consider these conflicts of interest when selecting a custodian. The products and services provided by the
Custodian, how they benefit us, and the related conflicts of interest are described above (see Item 12 - Brokerage
Practices). Please also contact your investment adviser representative for further information.
COMPENSATION FOR CLIENT LEAD GENERATION
lead or per
‑
‑
Our Firm pays fees to participate in online lead generation or matching programs that seek to connect prospective
advisory clients with investment advisers. These programs provide information about investment advisory firms to
people who have expressed an interest in such firms. The programs also provide the name and contact information
of such persons to advisory firms as potential leads. Depending on the program, the fees we pay may be charged on
introduction basis (including introductions where a meeting is scheduled) and may vary based on
a per
the prospective client’s self
reported investable assets or other criteria. In these arrangements, fees are payable
regardless of whether the prospect becomes our advisory client.
‑
ITEM 15 - CUSTODY
Custody, as it applies to investment advisers, has been defined by regulation as having access to or control over client
funds and/or securities. In other words, custody is not limited to physically holding client funds and securities. If an
investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to
have custody and must ensure proper procedures are implemented.
Discussed in more detail below, pursuant to amended Rule 206(4)-2, MWM is deemed to have custody of certain client
funds and securities due to:
•
in managing its clients’ accounts, the ability to deduct management fees from clients’ accounts and receive
such payment from the clients’ custodians;
• some of MWM’s clients have created through their Custodian (with MWM facilitation) standing third-party
money movement instructions giving MWM the ability to direct the custodian to send the account owner’s
(client’s) money to such third party; and
• some MWM IARs serve through corporate entities as the General Partners to separate and unaffiliated
Limited Partnerships.
For accounts in which MWM is deemed to have custody, the firm has established procedures to ensure all client funds
and securities are held at a qualified custodian in a separate account for each client under that client’s name. Clients
or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore
are aware of the qualified custodian’s name, address, and the way the funds or securities are maintained. Finally,
account statements are delivered directly from the qualified custodian to each client, or the client’s independent
representative, at least quarterly. Clients should carefully review those statements and are urged to compare the
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statements against reports received from MWM. When clients have questions about their account statements, they
should contact MWM or the qualified custodian preparing the statement.
When fees are deducted from an account, MWM is responsible for calculating the fee and delivering instructions to
the custodian. MWM instructs the custodian to deduct fees from the client’s account.
Our firm is also deemed to have custody of clients’ funds or securities when clients have standing authorizations with
their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to
designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to
protect client assets in such situations, which we follow. Among other safeguards, we require that third-party SLOA
recipients are not related persons of MWM, and we verify our compliance with the applicable requirements
periodically.
In addition, account statements reflecting all activity on the account(s) are delivered directly from the qualified
custodian to each client or the client’s independent representative, at least quarterly. You should carefully review
those statements and are urged to compare the statements against reports received from us. When you have
questions about your account statements, you should contact us, your Advisor or the qualified custodian preparing
the statement.
An investment advisory firm is deemed to have custody of client assets when it holds, “directly or indirectly, client
funds or securities or has any authority to obtain possession of them.” § 275.206(4)-2(d)(2). Modern Wealth
Management, LLC, as a registered investment adviser, does not directly hold custody of client assets. However, as
part of separate and unrelated outside business activities, some MWM IARs serve, via corporate entities, as the general
partners to unrelated limited partnerships: the Autumn Wind Global Multi-Strategies Fund, L.P. and the Hopkins
Capital Partners Fund, L.P. Both limited partnerships are closed to new investors. Serving as a general partner gives
an IAR legal access to or ownership of client funds or securities. Per existing regulation, by virtue of its position as
having related persons serve as general partners, MWM is considered to have custody of client assets. § 275.206(4)-
2(d)(2)(iii).
While “custody” is imputed on to MWM due to these arrangements involving the aforementioned limited
partnerships, MWM is excused from complying with certain requirements normally required of advisers with custody
due to having identified protocols in place. Namely, the Funds are audited no less than annually by PCAOB-registered
accountants and audited financial statements prepared in accordance with generally accepted accounting principles
are distributed to all limited partners within the allotted time frame after the end of its fiscal year per applicable
regulation. Accordingly, MWM is exempt from the obligation to furnish account statements and notifications
regarding the limited partnerships. MWM is considered to have fulfilled the usual independent verification criteria
typically required for overseeing client funds or securities.
ITEM 16 - INVESTMENT DISCRETION
DISCRETIONARY AUTHORITY
The Investment Advisory Agreement clients sign with MWM gives us the authority to supervise and direct on an
ongoing basis their investments in accordance with their investment objectives and guidelines. We are authorized in
our discretion and without prior consultation with the client to: (1) buy, sell, exchange and otherwise trade any stocks,
bonds, or other securities, (2) determine the amount of securities to be bought or sold, and (3) place orders with the
custodian. Any limitations of such authority will be communicated by client to us in writing.
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We shall recommend broker-dealers as we believe to be prudent for your account. We will not, however, recommend
a broker-dealer affiliated with us without first disclosing the affiliation to you and obtaining your written consent.
Further, we shall not be liable for any act or omission of any broker-dealer (other than an affiliated broker-dealer
employed with your written consent).
Any limitations on MWM’s discretionary authority will be outlined in your advisory agreement or established through
a written mutual understanding between you and MWM. You may modify these limitations at any time, provided that
any changes are submitted in writing.
Research products and services received by us from broker-dealers will be used to provide services to all our clients.
NON-DISCRETIONARY AUTHORITY
If mutually agreed upon by the client and MWM, we may manage accounts on a non-discretionary basis. In such
arrangements, we will review all proposed transactions with the client in advance, and no trade will be carried out by
MWM without the client’s prior approval. MWM offers this to both individuals and employer-sponsored plans when
acting in a 3(21) capacity.
ITEM 17 - VOTING CLIENT SECURITIES
PROXY VOTING
We will generally not vote proxies under our limited discretionary authority. You are welcome to vote proxies or
designate an independent third-party at your own discretion. You designate proxy voting authority in the custodial
account documents. You must ensure that proxy materials are sent directly to you or your assigned third party. We
do not take action with respect to any securities or other investments that become the subject of any legal
proceedings, including bankruptcies. Should you have any questions about proxy materials received or requests to
vote on shareholder matters, please contact your MWM advisor.
In limited circumstances, MWM may agree in writing to provide proxy voting services for certain clients (including, for
example, certain acquired client relationships where proxy voting services were already in place). For clients enrolled
in such a proxy voting service, MWM will vote proxies in accordance with our Proxy Voting Policy. We maintain records
of proxy voting activity and, where required, will complete applicable regulatory proxy reporting.
clients enrolled in our proxy voting service may obtain a copy of our proxy voting policies and procedures and
information about how we voted proxies for their securities by contacting us at the address or phone number listed
on the cover page.
CLASS ACTION LAWSUITS
Our Firm does not advise or instruct clients on whether to participate as a member of class action lawsuits and will not
automatically file claims on the client’s behalf. However, if a client notifies us that they wish to participate in a class
action, we will provide the client with transaction information about the client’s account that is required to file a proof
of claim in a class action.
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ITEM 18 - FINANCIAL INFORMATION
This item is not applicable to this brochure. We do not require or solicit prepayment of more than $1,200 in fees per
client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent
fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual
commitments to clients, nor have we been the subject of a bankruptcy petition at any time.
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