MBM offers a variety of advisory services, which include financial planning, consulting and investment management services. Prior to the rendering of any of the foregoing advisory services, clients are required to enter into one or more written agreements with MBM setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). MBM has been an independent registered investment adviser since November 2013, originally registered with the State of Missouri, and as of April 2018 MBM transitioned from State registration to SEC registration. As of December 31, 2019, MBM had $173,839,709 of assets under management, of which $170,278,131 were managed on a discretionary basis and $3,561,578 on a non-discretionary basis. MBM is wholly owned by MBM Wealth Group, LLC. While this brochure generally describes the business of MBM, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on MBM’s behalf and is subject to the Firm’s supervision or control. Financial Planning and Consulting Services MBM offers clients a range of financial planning and consulting services, which may include, but are not limited to the following services:
• Business Planning
• Cash Flow Forecasting
• Asset Allocation
• Retirement Planning
• Estate Planning
• Financial Reporting
• Investment Consulting
• Insurance Needs Analysis

In performing these services, MBM is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on such information. MBM may recommend the services of itself, its Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-dealer and other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if clients engage MBM to provide additional fee-based services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by MBM under a financial planning or consulting engagement or to engage the services of any such recommended professionals, including MBM itself. Clients are advised that it remains their responsibility to promptly notify MBM of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising MBM’s previous recommendations and/or services.
• Retirement Plan Analysis
• Charitable Giving
• Risk Management
• Distribution Planning
• Social Security Planning
• Tax Planning and Coordination
• Education Funding Strategies & Coordination Investment Management Services MBM manages client investment portfolios on a discretionary or a non-discretionary basis. The Firm primarily allocates client assets among individual debt and equity securities, options, and exchange-traded funds (“ETFs”), in accordance with the investment objectives of its individual clients. On a more limited basis, the Firm allocates client assets among mutual funds and various independent investment managers (“Independent Managers”). In addition, MBM may also recommend that clients who qualify as accredited investors, as defined by Rule 501 of the Securities Act of 1933, invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., hedge funds). Clients may also engage MBM to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, MBM directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Where appropriate, the Firm may also provide advice about any type of legacy position or other investment held in client portfolios. MBM tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. MBM consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios. Clients are advised to promptly notify MBM if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if MBM determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Use of Independent Managers As mentioned above, MBM may select or recommend certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement between the designated Independent Manager and either MBM or the client. In addition to this brochure, clients also receive the written disclosure documents of the designated Independent Managers engaged to manage their assets. MBM evaluates various information about the Independent Managers it chooses to manage client portfolios, which may include the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. MBM also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. MBM continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. MBM seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. please register to get more info

MBM offers its services on a fee basis, which may include hourly and/or fixed fees, as well as fees based upon assets under management. Additionally, certain of MBM’s Supervised Persons, in their individual capacities, may offer securities brokerage services and insurance products under a separate commission arrangement. Financial Planning and Consulting Fees MBM generally charges either a negotiable hourly and/or fixed fee to provide clients with stand-alone financial planning or consulting services. These fees are largely determined by the scope and complexity of the agreed upon services and average approximately $150 on an hourly basis and range from $1,000 to $5,000 on a fixed fee basis. The specific terms and fee structure are negotiated in advance and set forth in the Agreement with MBM. Generally, MBM requires the financial planning or consulting fee payable upon execution of the Agreement. Client may request to remit payment at the time the financial plan is delivered or the underlying services are rendered to completion, payment not to exceed six months from the date of the Agreement. Acceptance of request is at MBM discretion. If the client engages MBM for additional investment advisory services, MBM may offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. Investment Management Fees Investment Management Fees for Clients Serviced by the following Supervised Persons:
• Matthew Westhoff
• William Weckback
• Matthew Lapides
• Brendan Bradley MBM provides investment management services to clients serviced by the above-mentioned Supervised Persons for an annual fee based on the amount of assets under the Firm’s management. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by MBM on the last day of the previous billing period. The fee varies depending upon the size of a client’s portfolio, and the type of services rendered based on the following blended fee schedule:
PORTFOLIO VALUE ANNUAL FEE
First $500,000 1.50% Next $500,000 1.25% Next $1,000,000 1.00% Next $2,000,000 0.75% Next $6,000,000 0.50% Above $10,000,000 0.25% If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the unearned portion is refunded to the client, as appropriate. Investment Management Fees for Clients Serviced by Daniel Prosser MBM provides investment management services to clients serviced by Daniel Prosser for an annual fee based on the amount of assets under the Firm’s management. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by MBM on the last day of the previous billing period. The fee varies depending upon the size of a client’s portfolio, and the type of services rendered based on the following fee schedule:
PORTFOLIO VALUE ANNUAL FEE
First $250,000 2.25% Next $250,000 2.15% Next $250,000 2.05% Next $250,000 1.95% Next $500,000 1.80% Next $500,000 1.50% Above $2,000,000 1.00%

If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the unearned portion is refunded to the client, as appropriate.

Fee Comparison Clients should be aware that similar advisory services may be available from registered investment advisers other than MBM for lower fees than those set forth above. Fee Debit Clients generally provide MBM with the authority to directly debit their accounts for payment of the Firm’s investment advisory fees. The Financial Institutions that act as qualified custodian for client accounts have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to MBM. Alternatively, clients may elect to have MBM send them an invoice for direct payment. Use of Margin MBM may be authorized to use margin in the management of the client’s investment portfolio. In these cases the fee payable will be assessed gross of margin such that the market value of the client’s account and corresponding fee payable by the client to MBM will be increased. Retirement Rollovers A client or prospective client leaving an employer typically has four options regarding assets in 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) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). All options should be carefully reviewed. MBM may recommend an investor rollover plan assets to an IRA managed by MBM; if that IRA is charged an asset-based fee, that creates an economic incentive for MBM to make that recommendation. This is a conflict of interest. No client or prospective client is under any obligation to rollover plan assets to an IRA managed by MBM. There are many factors that MBM may consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in the IRA, (ii) the fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus that of MBM, (iv) the safety of assets at the plan’s custodian, including protection from creditors and legal judgements, (v) the ability and ease of meeting Required Minimum Distributions from within the plan, if applicable, and (vi) attention to tax consequences, if any. MBM’s Chief Compliance Officer, Adam Kruger, is available to address any questions that a client or prospective client may have regarding retirement rollovers and the corresponding conflict of interest that can exist. Additional Fees and Expenses In addition to the advisory fees paid to MBM, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage commissions, transaction fees, custodial fees, fees charged by the Independent Managers, charges imposed directly by an ETF or mutual fund in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12, below.

Fee Discretion MBM, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities.

Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to MBM’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to MBM, subject to the usual and customary securities settlement procedures. However, MBM generally designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. MBM may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, liquidation fees, fees assessed at the ETF or mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications. Commissions or Sales Charges for Recommendations of Securities Clients can engage certain persons associated with MBM to render securities brokerage services under a separate commission-based arrangement. Clients are under no obligation to engage such persons and may choose brokers or agents not affiliated with MBM. Under this arrangement, certain of the Firm’s Supervised Persons, in their individual capacities as registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”), may provide securities brokerage services and implement securities transactions under a separate commission-based arrangement. Supervised Persons may be entitled to a portion of the brokerage commissions paid to PKS, as well as a share of any ongoing distribution or service (trail) fees from the sale of mutual funds. MBM may also recommend no-load or load-waived funds, where no sales charges are assessed. Prior to effecting any transactions, clients are required to enter into a separate account agreement with PKS. MBM does not receive any portion of the commissions or transactional fees charged by PKS. A conflict of interest exists to the extent that MBM recommends the purchase of securities where MBM’s Supervised Persons receive commissions or other additional compensation as a result of MBM’s recommendations. MBM has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of clients. For certain accounts covered by the Employee Retirement Income Security Act (“ERISA”) and such others that MBM, in its sole discretion, deems appropriate, MBM may provide its investment advisory services on a fee-offset basis. In this scenario, MBM may offset its fees by an amount equal to the aggregate commissions and 12b-1 fees earned by MBM’s Supervised Persons in their individual capacities as registered representatives of PKS. please register to get more info

MBM does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). please register to get more info

MBM provides its services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and other business entities. No Minimum Account Requirements MBM does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an investment management relationship. Certain Independent Managers may, however, impose more restrictive account requirements and varying billing practices than MBM. In these instances, MBM may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. please register to get more info

Methods of Analysis MBM utilizes a combination of fundamental, technical and cyclical methods of analysis. Fundamental analysis involves an evaluation of the fundamental financial condition and competitive position of a particular fund or issuer. For MBM, this process typically involves an analysis of an issuer’s management team, investment strategies, style drift, past performance, reputation and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s model asset allocations. A substantial risk in relying upon fundamental analysis is that while the overall health and position of a company may be good, evolving market conditions may negatively impact the security. Technical analysis involves the examination of past market data rather than specific issuer information in determining the recommendations made to clients. Technical analysis may involve the use of mathematical based indicators and charts, such as moving averages and price correlations, to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. A substantial risk in relying upon technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that MBM will be able to accurately predict such a reoccurrence. Cyclical analysis is similar to technical analysis in that it involves the assessment of market conditions at a macro (entire market or economy) or micro (company specific) level, rather than focusing on the overall fundamental analysis of the health of the particular company that MBM is recommending. The risks with cyclical analysis are similar to those of technical analysis.

Investment Strategies MBM manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm allocates all or a portion of its clients’ assets among individualized debt and equity securities, ETFs, options and on a more limited basis, various mutual funds. MBM tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure that client portfolios are managed in a manner consistent with their specific investment profiles. MBM consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon, liquidity constraints and other qualitative factors relevant to the management of their portfolios.

Risks of Loss
General Risk of Loss
Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses.
Market Risks
The profitability of a significant portion of MBM’s recommendations may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that MBM will be able to predict those price movements accurately.
ETFs and Mutual Funds
An investment in an ETF or mutual fund involves risk, including the loss of principal. ETF and mutual fund shareholders are subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as ETFs and mutual funds are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares.
Options
Options allow investors to buy or sell a security at a contracted strike price (not necessarily the current market price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to either hedge against potential losses or to speculate on the performance of the underlying securities. Option transactions involve inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase or decrease to the level of the respective strike price. Holders of option contracts are also subject to default by the option writer which may be unwilling or unable to perform its contractual obligations.
Use of Independent Managers
MBM may recommend the use of Independent Managers. In these situations, MBM continues to do ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, MBM generally may not have the ability to supervise the Independent Managers on a day-to-day basis.
Use of Private Collective Investment Vehicles
MBM may recommend that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments which may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, there is an absence of regulation. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and other offering documents explaining such risks prior to investing.
Real Estate Investment Trusts (REITs)
MBM may recommend an investment in, or allocate assets among, various real estate investment trusts (“REITs”), the shares of which exist in the form of either publicly traded or privately placed securities. REITs are collective investment vehicles with portfolios comprised primarily of real estate and mortgage related holdings. Many REITs hold heavy concentrations of investments tied to commercial and/or residential developments, which inherently subject REIT investors to the risks associated with a downturn in the real estate market. Investments linked to certain regions that experience greater volatility in the local real estate market may give rise to large fluctuations in the value of the vehicle’s shares. Mortgage related holdings may give rise to additional concerns pertaining to interest rates, inflation, liquidity and counterparty risk.
Management Through Similarly Managed “Model” Accounts
MBM manages certain accounts through the use of similarly managed “model” portfolios, whereby the Firm allocates all or a portion of its clients’ assets among various securities on a discretionary basis using one or more of its proprietary investment strategies. In managing assets through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The strategy used to manage a model portfolio may involve an above average portfolio turnover that could negatively impact clients’ net after tax gains. While the Firm seeks to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a client’s individual tax ramifications. Clients should contact MBM if they experience a change in their financial situation or if they want to impose reasonable restrictions on the management of their accounts.
Use of Margin
While the use of margin borrowing can substantially improve returns, it may also increase overall portfolio risk. Margin transactions are generally effected using capital borrowed from a Financial Institution, which is secured by a client’s holdings. Under certain circumstances, a lending Financial Institution may demand an increase in the underlying collateral, referred to as a ‘margin call’. If the client is unable to provide the additional collateral, the Financial Institution may liquidate account assets to satisfy the client’s outstanding obligations, which could have extremely adverse consequences (margin calls often occur when collateral asset prices are down; if forced by the Financial Institution to liquidate, it could mean selling at a distinctly low price). In addition, fluctuations in the amount of a client’s borrowings and the corresponding interest rates may have a significant effect on the profitability and stability of a client’s portfolio. please register to get more info

MBM has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. please register to get more info

Registered Representatives of Broker Dealer Some of MBM’s Supervised Persons are registered representatives of PKS and may provide clients with securities brokerage services under a separate commission-based arrangement. This arrangement is described at length in Item 5.

Receipt of Insurance Commission MBM is under common control with MBM Insurance Services, LLC a duly licensed insurance agency. Some of MBM’s Supervised Persons, in their individual capacities, are also licensed insurance agents with MBM Insurance Services, LLC and various insurance companies, and in such capacity, may recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. While MBM does not sell such insurance products to its investment advisory clients, MBM does permit its Supervised Persons, in their individual capacities as licensed insurance agents, to sell insurance products to its investment advisory clients. A conflict of interest exists to the extent that MBM recommends the purchase of insurance products where MBM’s Supervised Persons receive insurance commissions or other additional compensation. As a result, MBM has procedures in place to ensure that any recommendations made by such Supervised Persons are in the best interest of its clients. please register to get more info

MBM has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. MBM’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of MBM’s personnel (called “Access Persons”) to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, MBM Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a manner consistent with MBM’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by Access Persons to be completed without any appreciable impact on the markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access Person may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household as the Access Person) a transaction in that security unless:
• the transaction on behalf of the client(s) has already been completed;
• the transaction for the Access Person is completed as part of a batch trade (as defined below in Item 12) with clients; or
• a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact MBM to request a copy of its Code of Ethics. please register to get more info

For investment management accounts, MBM generally recommends that clients utilize the brokerage and clearing services of TD Ameritrade Institutional, a division of TD Ameritrade, Inc. (“TD Ameritrade”), an unaffiliated SEC- registered broker-dealer and FINRA member. MBM participates in TD Ameritrade’s institutional customer program (the “Program”), which provides independent investment advisers with services such as custody of securities, trade execution, clearance and settlement of transactions. MBM receives some benefits from TD Ameritrade through its participation in the Program. Factors which MBM considers in recommending TD Ameritrade or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. TD Ameritrade enables MBM to obtain many ETFs, mutual funds, and equity securities without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by TD Ameritrade may be higher or lower than those charged by other Financial Institutions. The commissions paid by MBM’s clients comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where MBM determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. MBM seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. MBM periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct MBM in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by MBM (as described below). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MBM may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker-dealers (as further discussed below). Transactions for each client generally will be effected independently, unless MBM decides to purchase or sell the same securities for several clients at approximately the same time. MBM may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among MBM’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will generally be averaged as to price and allocated among MBM’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that MBM determines to aggregate client orders for the purchase or sale of securities, including securities in which MBM’s Supervised Persons may invest, the Firm generally does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. MBM does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, MBM may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker-dealers in return for investment research products and/or services which assist MBM in its investment decision-making process. Such research generally will be used to service all of the Firm’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because MBM does not have to produce or pay for the products or services. Commissions or Sales Charges for Recommendations of Securities As discussed above, certain Supervised Persons in their respective individual capacities, are registered representatives of PKS. These Supervised Persons are subject to FINRA Rule 3280 which restricts registered representatives from conducting securities transactions away from their broker-dealer unless PKS provides written consent. Therefore, clients are advised that certain Supervised Persons may be restricted to conducting securities transactions through PKS if they have not secured written consent from PKS to execute securities transactions though a different broker-dealer. Absent such written consent or separation from PKS, these Supervised Persons are prohibited from executing securities transactions through any broker-dealer other than PKS under PKS’s internal supervisory policies. MBM is cognizant of its duty to obtain best execution and has implemented policies and procedures reasonably designed in such pursuit.

Software and Support Provided by Financial Institutions MBM may receive from TD Ameritrade, without cost to MBM, computer software and related systems support, which allow MBM to better monitor client accounts maintained at TD Ameritrade. MBM may receive the software and related support without cost because MBM renders investment management services to clients that maintain assets at TD Ameritrade. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). The software and related systems support may benefit MBM, but not its clients directly. In fulfilling its duties to its clients, MBM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that MBM’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence MBM’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support or services. There is no direct link between MBM’s participation in the Program and the investment advice it gives to its clients, although MBM receives economic benefits through its participation in the Program that are typically not available to retail investors. Additionally, MBM may receive the following benefits from TD Ameritrade through its institutional division: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services investment advisers; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information. These products or services may assist MBM in managing and administering client accounts, including accounts not maintained at TD Ameritrade. Other services made available by TD Ameritrade are intended to help MBM manage and further develop its business enterprise. The benefits received by MBM’s participation in the Program do not depend on the amount of brokerage transactions directed to TD Ameritrade. please register to get more info

Account Reviews For those clients to whom MBM provides investment management services, MBM monitors those portfolios as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis. For those clients to whom MBM provides financial planning and/or consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by one of MBM’s investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with MBM and to keep MBM informed of any changes thereto. MBM contacts its ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested, clients may also receive written or electronic reports from MBM and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with those they receive from MBM or an outside service provider. Those clients to whom MBM provides financial planning and/or consulting services will receive reports from MBM summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by MBM. please register to get more info

Client Referrals If a client is introduced to MBM by either an unaffiliated or an affiliated solicitor, MBM may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 of the Advisers Act and any corresponding state securities law requirements. Any such referral fee is paid solely from MBM’s investment management fee and does not result in any additional charge to the client. If the client is introduced to MBM by an unaffiliated solicitor, the solicitor is required to provide the client with a copy of MBM’s written disclosure brochure which meets the requirements of Rule 204-3 of the Advisers Act and a copy of the solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement including solicitor’s financial interest in the recommendation, including compensation. Any affiliated solicitor of MBM discloses the nature of his/her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of MBM’s written disclosure brochure at the time of the solicitation. Other Economic Benefits In addition, MBM is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. This type of relationship poses a conflict of interest and any such relationship is disclosed in response to Item 12, above. please register to get more info

MBM’s Agreement and/or the separate agreement with any Financial Institution may authorize MBM through such Financial Institution to debit the client’s account for the amount of MBM’s fee and to directly remit that management fee to MBM in accordance with applicable custody rules. The Financial Institutions recommended by MBM have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to MBM. In addition, as discussed in Item 13, MBM also sends periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from MBM. please register to get more info

MBM may be given the authority to exercise discretion on behalf of clients. MBM is considered to exercise investment discretion over a client’s account if it can affect transactions for the client without first having to seek the client’s consent. MBM is given this authority through a power-of-attorney included in the agreement between MBM and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). MBM takes discretion over the following activities:
• The securities to be purchased or sold;
• The amount of securities to be purchased or sold;
• When transactions are made; and
• The Independent Managers to be hired or fired. please register to get more info

MBM is required to disclose if it accepts authority to vote client securities. MBM does not vote client securities on behalf of its clients. Clients receive proxies directly from the Financial Institutions. please register to get more info

MBM is not required to disclose any financial information pursuant to this Item due to the following:
• MBM does not require or solicit the prepayment of more than $500 in fees six months or more in advance of services rendered;
• MBM does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and
• MBM has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info