A. Description of the Advisory Firm
MPWM Advisory Solutions LLC (hereinafter “MPWM”) is a Limited Liability Company
organized in the State of Georgia. The firm was formed in November 2013 in New York, and is
owned and operated by Steven J. Mayer, Managing Member. Mr. Mayer has been in the financial
services industry for more than 20 years. This Disclosure Brochure provides information
regarding the qualifications, business practices, and the advisory services provided by MPWM.
The firm has a network of offices that provide advisory services under doing business as (“DBA”)
names. We provide investment advisory services to clients through licensed individuals who are
Investment Adviser Representatives of our firm. Your investment adviser representative is an
independent contractor of our firm. Advisors on occasion have their own legal business entities
whose business names and/or trademarks appear on marketing materials as approved by us, or
on client statements as accepted by your accounts’ custodian.
A complete list of our approved DBA names can be found by searching for MPWM Advisory
Solutions, LLC CRD #169885 at www.adviserinfo.sec.gov and viewing Section 1.B of Schedule D
of our Part 1A of Form ADV.
As of December 31, 2023, MPWM manages $315,719,294 in Client assets, $315,551,570 of which is
managed on a discretionary basis and $167,724 on a non-discretionary basis. Clients may request
more current information at any time by contacting the Advisor.
B. Types of Advisory Services
MPWM offers investment advisory services to individuals, high net worth individuals, families,
trusts, estates, businesses, and charitable institutions (each referred to as a “Client”).
The Advisor serves as a fiduciary to its Clients, as defined under the applicable laws and
regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith
towards each Client and seeks to mitigate potential conflicts of interest. MPWM’s fiduciary
commitment is further described in the Advisor’s Code of Ethics. For more information
regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in
Client Transactions and Personal Trading.
Direct Investment Management Services
We generally follow an established investment management process with a long-term
orientation. For most clients, we believe that a long-term diversified approach is the most
suitable investment strategy. As part of our asset management services, we create a portfolio
consisting of individual stocks or bonds, exchange traded funds (“ETFs”), options, mutual
funds, fee-based variable annuities and other public and private securities or investments. We
also manage a group of standard model asset allocation portfolios that are used in client
accounts, when appropriate. In addition, we also manage affiliate advisers’ custom portfolios,
either on an individual basis or as part of our firm’s model portfolios.
Each portfolio is designed to meet the client’s particular investment goals, risk tolerance and
financial circumstances. The client’s individual investment strategy is tailored to their specific
needs and include some or all of the previously mentioned strategies and securities. The
investment adviser representative recommends a strategy after obtaining a reasonable belief
that it is in the client’s best interest. Once a portfolio has been determined and agreed upon by
the client, we review the portfolio periodically or as often as necessary and will rebalance
and/or recommend modifications to the portfolio as needed.
Each investment adviser representative remains responsible for managing client portfolios
directly or using MPWM’s Investment Management team to assist with managing client
portfolios. The experience of our investment adviser representatives who in some
circumstances, also serve as portfolio managers will vary from one individual to another. Along
those same lines, performance results will also vary from one investment adviser representative
to another.
We will manage the client’s investment portfolio on a discretionary or a non-discretionary basis.
As a discretionary investment adviser, we will have the authority to supervise and direct the
portfolio without prior consultation with the client. Under a non-discretionary arrangement,
clients must be contacted prior to the execution of any trade in the account(s) under
management.
Clients have the ability to impose certain reasonable written restrictions in the management of
their investment portfolios, such as prohibiting the inclusion of certain types of investments in a
portfolio or prohibiting the sale of certain investments held in the account at the
commencement of the relationship. Each client should note, however, that restrictions imposed
by a client could adversely affect the composition and performance of the client’s investment
portfolio. Client investment portfolios are generally treated individually by giving
consideration to each purchase or sale for the client’s account. For these and other reasons,
performance of client investment portfolios within the same investment objectives, goals
and/or risk tolerance could differ and clients should not expect that the composition or
performance of their investment portfolios would necessarily be consistent with those of clients
invested in a similar portfolio.
We generally will not enter into an investment adviser relationship with a prospective client
whose investment objectives we consider to be incompatible with our investment philosophy or
strategies or where the prospective client seeks to impose unduly restrictive investment
guidelines.
Clients have the ability to negotiate the fees to be charged for the services provided within the
parameters set by MPWM as disclosed in Item 5 – Fees and Compensation of this brochure. It is
possible that different investment adviser representatives charge different fees for providing the
same service to clients and different investment adviser representative (in coordination with
MPWM) charge their fees according to different methodologies. The specific level of services
you will receive, the fees you will be charged, and when you will be charged fees will be
specified in your asset management agreement (“Agreement”).
MPWM is the sponsor of a wrap fee program (the “Wrap Program” or “Program”). Clients who
participate in the Program pay a consolidated fee (“wrap fee”) that includes both the
investment advisory fee and transaction fee costs. The wrap fee is based on a percentage of the
value in the client’s account in the Program (“wrap fee account”). For more information about
the Program please see the Wrap Fee Program Brochure, which is provided to the client at or
before the time of establishing a wrap fee account.
MPWM also offers “non-wrap” accounts, where the clients pay for transaction fee costs, over
and above the advisory fee paid to MPWM. While the client ultimately decides whether to open
a wrap fee account or non-wrap fee account, if the investment adviser representative makes an
account type recommendation, they have a duty to recommend the account which they have a
reasonable basis to believe is in the client’s best interest, both initially and ongoing.
Wrap fee programs create conflicts of interest for advisers and risks to investors. Examples
include incentives for advisers trading less frequently than may be in the client’s best interest,
engaging in transactions that reduce costs to the adviser but increase expenses borne by the
client, or mis-billing by failing to incorporate certain covered transactions costs into the wrap
fee – to the extent that advisers or their supervised persons have incentives to lower their
internal costs. Clients may pay more or less by participating in the Wrap Program than if they
arranged to receive the same or similar services in a non-wrap fee account. For example,
accounts with low trading volumes, high cash balances, or significant fixed income weightings
may be able to receive similar services at a lower cost outside of a wrap fee program. In order to
mitigate this conflict of interest, MPWM periodically reviews our advisory fees for wrap fee
accounts compared with advisory fees for non-wrap fee accounts. Clients should be aware that
while the advisory fee in a wrap fee account is typically higher than a non-wrap fee account,
that is not always the case.
Clients should also be aware that a wrap fee account may cost you more or less than if the assets
were held in a traditional brokerage account. In a brokerage account, you are charged
commissions for each transaction, and the representative typically will not agree to monitor
your account or provide ongoing advice with respect to the account. So, if you plan to follow a
buy and hold investment strategy for the account or do not wish to receive ongoing investment
advice or management services, you should consider opening a brokerage account rather than a
wrap fee account.
When deciding whether one of our advisory services is appropriate for your needs, you should
bear in mind that fee-based accounts often result in lower costs than commission-based
accounts during periods of heavier trading. However, during periods of lighter trading a fee-
based account may result in higher costs. Depending on various factors, the total cost for a fee-
based account versus a commission-based account can vary significantly. Factors which affect
the total cost include account size, amount of turnover, type and quantities of securities
purchased or sold, commission rates, and your tax situation. It should also be noted that lower
fees for comparable service may be available from other sources. You should discuss the
advantages and disadvantages of fee-based and commission-based accounts with your
investment adviser representative.
Although clients do not pay a transaction charge for transactions in a Wrap account, clients
should be aware that MPWM and/or your investment adviser representative pays the
custodian of your account transaction charges for those transactions. The transaction charges
paid by us vary based on the type of transaction (e.g., mutual fund, equity or ETF) and for
mutual funds based on whether or not the mutual fund pays 12b-1 fees and/or recordkeeping
fees to the custodian. Transaction charges paid by MPWM/IAR for equities and ETFs are $0 to
$9. For mutual funds, the transaction charges range from $0 to $45. Because MPWM and/or
your investment adviser representative pays the transaction charges in Wrap accounts, there is
a conflict of interest in cases where the mutual fund is offered at both $0 and $45. Clients should
understand that the cost to the Firm of transaction charges may be a factor that the investment
adviser representative considers when deciding which securities to select and how frequently to
place transactions in a Wrap account.
Our investment adviser representatives, in their separate capacity as registered representatives
of LPL Financial, LLC (“LPL”), will not receive a portion of the commissions or 12b-1 fees
charged to you from an account where MPWM serves as investment adviser. These
commissions may include 12b-1 fees, surrender charges and IRA and qualified retirement plan
fees. MPWM’s custodians retain these commissions on advisory accounts managed by MPWM.
In many instances, LPL Financial makes available mutual funds in wrap fee accounts that offer
various classes of shares, including shares designated as Class A Shares and shares designed for
advisory programs, which can be titled, for example, as “Class I,” “institutional,” “investor,”
“retail,” “service,” “administrative” or “platform” share classes (“Platform Shares”). The
Platform Share class offered for a particular mutual fund in wrap fee accounts in many cases
will not be the least expensive share class that the mutual fund makes available and was
selected by LPL in certain cases because the share class pays LPL compensation for the
administrative and recordkeeping services LPL provides to the mutual fund.
Clients should understand that other custodian(s) may offer the same mutual fund at a lower
overall cost to the investor than is available through LPL wrap fee accounts. In other instances,
a mutual fund may offer only Class A Shares, but another similar mutual fund may be available
that offers Platform Shares. Class A Shares typically pay Custodian(s) a 12b-1 fee for providing
shareholder services, distribution, and marketing expenses (“brokerage related services”) to the
mutual funds. Platform Shares generally are not subject to 12b-1 fees. As a result of the different
expenses of the mutual fund share classes, it is generally more expensive for a client to own
Class A Shares than Platform Shares. An investor in Platform Shares will pay lower fees over
time and keep more of his or her investment returns than an investor who holds Class A Shares
of the same fund.
MPWM has a financial incentive to recommend Class A or Non-transaction Fee (“NTF”) Shares
in cases where both Class A or NTF and Platform Shares are available. This is a conflict of
interest which might incline your investment adviser representative to render advice that is not
disinterested. Although the client will not be charged a transaction fee for transactions in LPL
wrap fee accounts, MPWM pays LPL a per transaction charge for mutual fund purchases and
sales in the account. MPWM generally does not pay transaction charges for Class A or NTF
Share mutual fund transactions accounts, but generally does pay transaction charges for
Platform Share mutual fund transactions. The cost to your investment adviser representative
and/or MPWM of the transaction charges may be a factor which MPWM and/or your
investment adviser representative considers when deciding which securities to select and
whether or not to place transactions in the account and presents a conflict of interest.
MPWM’s internal policy regarding Mutual Fund shares class selection is that MPWM
Investment Management will make the appropriate shares class selection based on account type
and account size, per our MPWM Investment Management Policies and Procedures. Account
balances below a specified threshold in standard model portfolios (as discussed below in Item
8) will invest in a Mutual Fund share class that are NTF funds, that pay a 12b-1 fee, but are not
always Class A shares. This policy is reviewed on a quarterly basis. All model portfolios
managed by individual investment advisers and not part of the standard model portfolios must
be invested in Platform shares or best available share class based on the net expense ratio.
The lack of transaction
charges to MPWM for Class A or NTF Share purchases and sales,
together with the fact that Platform Shares generally are less expensive for a client to own,
presents a significant conflict of interest between MPWM and/or your investment adviser
representative and the client. In short, it costs us less to recommend and select Class A or NTF
share mutual funds than Platform shares, but Platform shares will generally outperform Class A
or NTF mutual fund shares on the basis of internal cost structure alone. Clients should
understand this conflict and consider the additional indirect expenses borne as a result of the
mutual fund fees when negotiating and discussing with your investment adviser representative
the advisory fee for management of an account.
Before we assess any fees or provide formal advice, we will provide you with an Agreement for
your review, understanding and signature. The Agreement includes the terms and conditions
under which your assets will be managed. Your execution of the Agreement authorizes our firm
to determine the specific securities, and the quantity of securities to be purchased or sold for
your account for each transaction. The Agreement will remain in effect between you and us
until terminated by either party in writing according to the terms within the Agreement.
The Agreement will include the specific fees we propose to charge and how we propose to bill
and collect those fees. You also have the ability to impose reasonable limits on investment
selections and sectors. However, the firm retains the right to decline to enter into a management
agreement with any client whose investment restrictions are contrary to the firm’s investment
strategies.
Separate Account Managers/Third Party Money Managers
MPWM may recommend to Clients that all or a portion of their investment portfolio be
implemented by utilizing one or more unaffiliated money managers or investment platforms
(collectively “Independent Managers”). Independent Managers may be sourced directly or
accessed through an investment management platform. The Client will be required to enter into
a separate agreement with the Independent Manager(s). MPWM serves as the Client’s primary
advisor and relationship manger. However, the Independent Manager(s) will assume
discretionary authority for the day-to-day investment management of those assets placed in
their control. MPWM will assist and advise the Client in establishing investment objectives for
their account(s), the selection of the Independent Manager(s), and defining any restrictions on
the account(s). MPWM will continue to provide oversight of the Client’s account(s) and ongoing
monitoring of the activities of these Independent Managers. The Independent Manager(s) will
implement the selected investment strategies based on their investment mandates. The Client
may be able to impose reasonable investment restrictions on these accounts, subject to the
acceptance of these third parties. The Client, prior to entering into an agreement with an
Independent Manager, will be provided with the Form ADV Part 2A (or a brochure that makes
the appropriate disclosures) of those parties. MPWM does not receive any compensation from
these Independent Managers or Investment Platforms, other that MPWM’s investment advisory
fee as described in Item 5 below.
When appropriate, MPWM may also provide advisory services through certain programs
sponsored by LPL Financial LLC (“LPL Financial”), a registered investment advisor and broker-
dealer. Below is a brief description of each LPL advisory program presently used by MPWM. In
certain instances, LPL will permit a lower minimum account size than stated below. For more
information regarding the LPL programs, including more information on the advisory services
and fees that apply, the types of investments available in the programs and the conflicts of
interest presented by the programs, please see the program account packet (which includes the
account agreement and LPL Form ADV program brochure) and the Form ADV, Part 2A of LPL
or the applicable program.
Model Wealth Portfolios Program (MWP) – MWP offers clients a professionally managed
mutual fund asset allocation program. MPWM will obtain the necessary financial data
from the client, assist the client in determining the suitability of the MWP program and
assist the client in setting an appropriate investment objective. MPWM will initiate the
steps necessary to open an MWP account and have discretion to select a model portfolio
designed by LPL Financial’s Research Department consistent the client’s stated
investment objective. LPL’s Research Department or third-party portfolio strategists are
responsible for selecting the mutual funds or ETFs within a model portfolio and for
making changes to the mutual funds or ETFs selected. The client will authorize LPL to
act on a discretionary basis to purchase and sell mutual funds and ETFs and liquidate
previously purchased securities. The client will also authorize LPL to effect rebalancing
for MWP accounts. MWP requires a minimum asset value for a program account to be
managed. The minimums vary depending on the portfolio(s) selected and the account’s
allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In certain
instances a lower minimum for a portfolio is permitted.
Manager Access Select Program (MAS) – MAS offers clients the ability to participate in the
Separately Managed Account Platform (the “SMA Platform”) or the Model Portfolio
Platform (the “MP Platform”). In the SMA Platform, MPWM will assist client in
identifying a third party portfolio manager (SMA Portfolio Manager) from a list of SMA
Portfolio Managers made available by LPL, and the SMA Portfolio Manager manages
client’s assets on a discretionary basis. MPWM will provide initial and ongoing
assistance regarding the SMA Portfolio Manager selection process. In the MP Platform,
clients authorize LPL to direct the investment and reinvestment of the assets in their
accounts, in accordance with the selected model portfolio provided by LPL’s Research
Department or a third-party investment advisor. A minimum account value of $50,000
is required for Manager Access Select, however, in certain instances, the minimum
account size may be lower or higher.
Guided Wealth Portfolios Program (GWP) – GWP offers clients the ability to participate in a
centrally managed, algorithm-based investment program, which is made available to
users and clients through a web-based, interactive account management portal
(“Investor Portal”). Investment recommendations to buy and sell exchange-traded funds
and open-end mutual funds are generated through proprietary, automated, computer
algorithms (collectively, the “Algorithm”) of FutureAdvisor, Inc. (“FutureAdvisor”),
based upon model portfolios constructed by LPL and selected for the account.
Communications concerning GWP are intended to occur primarily through electronic
means (including but not limited to, through email communications or through the
Investor Portal), although MWPM will be available to discuss investment strategies,
objectives or the account in general in person or via telephone. See LPL’s GWP Program
Brochure for detailed information. A minimum account value of $5,000 is required to
enroll in the Managed Service.
Optimum Market Portfolios (OMP) – OMP offers clients the ability to participate in a
professionally managed asset allocation program using Optimum Funds shares. Under
OMP, the client will authorize LPL on a discretionary basis to purchase and sell
Optimum Funds pursuant to investment objectives chosen by the client. MPWM will
assist the client in determining the suitability of OMP for the client and assist in setting
an appropriate investment objective. Financial Advisors will have discretion to select a
mutual fund asset allocation portfolio designed by LPL consistent with the client’s
investment objective. A minimum account value of $10,000 is required.
(LPL offers other advisory account programs that are not presently used by MPWM. MPWM
may use additional programs in the future.)
AssetMark
Additionally, MPWM may offer advisory services to Clients by selecting the AssetMark
Platform. For more information regarding the AssetMark Platform, refer to AssetMark Platform
Disclosure Brochure.
The minimum investment required on the AssetMark Platform depends upon the Investment
Solution chosen for a Client’s account and is generally $10,000 for Mutual Funds and $25,000 for
ETF Accounts, and from $25,000 to $1,00,000 for Privately managed and Unified Managed
Accounts, depending on the investment strategy selected for the account. Tese minimums are
describe in more detail in the Fees & Minimums Page in the AssetMark Platform Disclosure
Brochure. Accounts below the stated minimums may be accepted on an individual basis at the
discretion of AssetMark.
Rollover Advice
As an investment adviser, our objective is to provide services which are in the best interest of
our clients. A client may consider rolling money out of a 401(k) or other retirement plan or IRA,
and into an IRA with MPWM. MPWM maintains policies and procedures that help to ensure
that such a rollover recommendation by one of our IARs is in the client’s best interest. A conflict
of interest exists for our investment adviser representatives as they have an economic incentive
to offer advisory services, including recommending rollovers to clients. This applies to those
services for which the advisory fee that we charge, and the compensation that the investment
adviser representative receives, is a function of the assets under management. With respect to
rollovers from qualified plans or IRAs, clients are under no obligation to roll them over to
MPWM and should carefully consider all relevant factors before doing so.
When we provide investment advice to you regarding your retirement plan account or
individual retirement account, we are 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. The way we make money creates some conflicts with your
interests, so we operate under a special rule that requires us to act in your best interest and not
put our interest ahead of yours.
Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give
prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give
loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your
best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
MPWM has implemented policies, procedures, and systems and provided training to help
ensure compliance with the special rule.
Financial Planning Services
MPWM may provide a variety of financial planning services to individuals and families, either
as a component of investment management or pursuant to a separate written financial planning
agreement. We charge an hourly or flat fee for financial planning services offered outside of
investment management accounts. The total estimated fee, as well as the ultimate fee is based
on the scope and complexity of our engagement with you and will be described in the Client’s
Financial Planning Agreement.
Retirement Plan Advisory Services
MPWM provides retirement plan advisory services on behalf of the retirement plans (each a
“Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services
are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its
Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor.
Services generally include:
• Plan Participant Enrollment and Education
• Investment Oversight Services (ERISA (3(21))
• Performance Reporting
These services are provided by MPWM serving in the capacity as a fiduciary under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with
ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of MPWM’s
fiduciary status, the specific services to be rendered and all direct and indirect compensation the
Advisor reasonably expects under the engagement.
C. Client Account Management
Prior to engaging MPWM to provide advisory services, each Client is required to enter into one
or more agreements with the Advisor that define the terms, conditions, authority and
responsibilities for the Advisor and the Client. These services may include the following:
• Establishing an Investment Strategy – MPWM will work with each Client to develop a
strategy that seeks to achieve the Client’s goals and objectives.
• Asset Allocation – MPWM will develop a strategic asset allocation that is targeted to
meet the investment objectives, time horizon, financial situation and tolerance for risk of
each Client.
• Portfolio Construction – MPWM will develop a portfolio for the Client that is intended
to meet the stated goals and objectives of the Client.
• Investment Management and Supervision – MPWM will provide investment
management and ongoing oversight of the Client’s investment portfolio.
D. Wrap Fee Programs
As discussed in Item 4B above, MPWM may include the securities transaction fees together with
investment advisory fees to provide the Client with a single, bundled fee structure. This
combination of fees is typically referred to as a “Wrap Fee Program”. MPWM customizes its
investment management services for Clients. This Wrap Fee Program Brochure is included as
Appendix 1 to this Disclosure Brochure solely to discuss the fees and conflicts associated with a
bundled fee. Please see Appendix 1, which is always included with this Disclosure Brochure.
MPWM is the program sponsor and portfolio manager of accounts within LPL Financial’s SWM
II platform. The OMP, GWP and MWP Programs offered by LPL Financial and the accounts
established with Assetmark are third-party wrap fee programs. A complete description of these
programs and related fees, charges, when charges are due, and termination procedures are
described in the respective managers’ disclosure brochures, which you receive at or prior to the
time a third-party managed account is established.