MAH Investment Management, LLC 530 Main Street Brookville, IN Telephone: (765) Facsimile: (765) mahinvestments.

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1 Item 1 Cover Page MAH Investment Management, LLC 530 Main Street Brookville, IN Telephone: (765) Facsimile: (765) Branch Location: MAH Investment Management, LLC 4500 Bowling Blvd. Suite 100 Louisville, KY (502) mahinvestments.com Date of Disclosure Brochure: December 2012 This brochure provides information about the qualifications and business practices of MAH Investment Management, LLC. If you have any questions about the contents of this brochure, please contact us at (765) The information in this brochure has not been approved by or verified by the United States Securities and Exchange Commission or by any state securities authority. MAH Investment Management, LLC is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. Additional information about MAH Investment Management, LLC is also available on the SEC s website at MAH Investment Management, LLC Page 1 Form ADV Part 2A Disclosure Brochure

2 Item 2 Material Changes Since the last annual amendment filed in January 2012, the MAH Investment Management, LLC ( the Adviser ) has divided the Prime Conservative Fund, LP between two separate classes: Class A Interests and Class B Interests. Each class pays different fees to the Adviser as described in the Private Placement Memorandum and Limited Partnership Agreement. Clients have been provided with a notice of this change to the terms of the Prime Conservative Fund and have been extended the opportunity to withdraw from the fund, without penalty, if they determine the terms of the fund moving forward are not acceptable. In addition, Adviser also began offering financial planning and individual asset management services in December The Adviser will ensure that clients receive a summary of any material changes to this and subsequent disclosure brochures within 120 days after the firm s fiscal year ends. The firm s fiscal year ends on December 31, so you will receive the summary of material changes no later than April 30 each year. At that time the firm will also offer or provide a copy of the most current disclosure brochure. The firm may also provide other ongoing disclosure information about material changes as necessary. MAH Investment Management, LLC Page 2 Form ADV Part 2A Disclosure Brochure

3 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... 5 The Adviser... 5 Advisory Services... 5 Prime Conservative Fund, LP... 5 Prime Growth Fund, LP... 5 Prime Stability Fund, LP... 5 Asset Management Services... 6 Financial Planning Services... 7 Tailor Advisory Services to Individual Needs of Clients... 8 No Wrap Fee Program... 8 Discretionary Assets... 8 Item 5 Fees and Compensation... 8 Private Funds... 8 Asset Management Services... 9 Financial Planning Services Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Types of Clients Private Fund Accounts Asset Management and Financial Planning Accounts Minimum Investment Amounts Required Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Prime Conservative Fund, LP Prime Growth Fund, LP Prime Stability Fund, LP Asset Management and Financial Planning Material Risks of Investment Strategy Material Risks of Securities Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation in Client Transactions and Personal Trading Code of Ethics Adviser s Material Financial Interest in the Private Funds Adviser s Investment in Related Securities Item 12 Brokerage Practices Selection of Brokers Private Funds Managed and Financial Planning Accounts Soft Dollars Conflicts of Interest Block Trading Policy Item 13 Review of Accounts Review of Accounts MAH Investment Management, LLC Page 3 Form ADV Part 2A Disclosure Brochure

4 Reports to Clients Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Investment Discretion Private Funds Individual Managed Accounts Item 17 Voting Client Securities Item 18 Financial Information Item 19 Requirements for State-Registered Advisers Principal Executive Officers and Management Persons Calculation of Performance-Based Fees Privacy Policy FORM ADV PART 2B BROCHURE SUPPLEMENT - Michael Wiesemann FORM ADV PART 2B BROCHURE SUPPLEMENT - Joshua J. Burgan FORM ADV PART 2B BROCHURE SUPPLEMENT - Richard Keith Hazelbaker MAH Investment Management, LLC Page 4 Form ADV Part 2A Disclosure Brochure

5 Item 4 Advisory Business The Adviser MAH Investment Management, LLC was organized on August 25, The sole owner of the Adviser is Michael Wiesemann. Advisory Services Adviser serves as the general partner for three private funds (collective, the Funds ) in which advisory clients are solicited to invest. The Funds are more fully described below. Adviser also offers asset management services providing continuous and on-going supervision over client accounts. In addition, the firm offers financial planning services in the form of full and modular financial plans. These services are also more fully described below. Prime Conservative Fund, LP As the general partner of the Prime Conservative Fund, LP (the Conservative Fund ), the Adviser provides day-to-day investment and portfolio management services pursuant to the Conservative Fund s Limited Partnership Agreement ( Partnership Agreement ) and in accordance with the Conservative Fund s Confidential Private Placement Memorandum ( Memorandum ). The Adviser is solely responsible for the investment decisions and performance of the Conservative Fund. The Conservative Fund s assets will be primarily invested in, and the Adviser will render advice primarily concerning, equities, private companies (including insurance companies), and private placements in public companies. To a lesser extent, the Conservative Fund s assets may be invested in, and the Adviser will render advice concerning, exchange-traded funds, emerging market equities, asset-backed securities, real estate and other illiquid investments, and initial public or secondary offerings Prime Growth Fund, LP As the general partner of Prime Growth Fund, LP (the Growth Fund ), Adviser provides day-to-day investment and portfolio management services pursuant to the Growth Fund s Limited Partnership Agreement ( Partnership Agreement ) and in accordance with the Growth Fund s Confidential Private Placement Memorandum ( Memorandum ). The Adviser is solely responsible for the investment decisions and performance of the Fund. The Growth Fund s assets will be primarily invested in, and the Adviser will render advice primarily concerning equities (long positions), private companies, private placements in public companies, and in real estate. Secondarily, the Adviser will render investment advice with respect to equities (short positions), options, other private investment companies, emerging market assets, initial public or secondary offerings, asset-backed securities, and other illiquid investments. Prime Stability Fund, LP As the general partner of Prime Stability Fund, LP (the Stability Fund ), the Adviser provides day-to-day investment and portfolio management services pursuant to the Stability Fund s Limited Partnership MAH Investment Management, LLC Page 5 Form ADV Part 2A Disclosure Brochure

6 Agreement ( Partnership Agreement ) and in accordance with the Stability Fund s Confidential Private Placement Memorandum ( Memorandum ). The Adviser is solely responsible for the investment decisions and performance of the Fund. The Fund s assets will be primarily invested in, and the Adviser will render advice primarily concerning, equities (long and short positions), private companies, and private placements in public companies, and in real estate. Additionally, the Adviser may also render investment advice concerning options, exchangetraded funds, emerging market equities, asset-backed securities, real estate and other illiquid investments, and initial public or secondary offerings. Asset Management Services Adviser offers asset management services, which involve providing clients with continuous and ongoing supervision over their specified accounts (collectively, the account ). Adviser manages client accounts based on each client s financial situation, investment objectives and risk tolerance. Adviser actively monitors these accounts and provides advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the account. Adviser needs to obtain certain information from clients to determine their financial situation and investment objectives. Clients are responsible for notifying Adviser of any updates regarding their financial situation, risk tolerance or investment objective and whether clients wish to impose or modify existing investment restrictions. However Adviser contacts clients at least annually to discuss any changes or updates regarding their financial situation, risk tolerance or investment objectives. Adviser is always reasonably available to consult with clients relative to the status of their account. Clients have the ability to impose reasonable restrictions on management of their accounts, including the ability to instruct Adviser not to purchase certain securities. Clients should understand that Adviser manages investments for other clients and may give them advice or take actions for them or for Adviser s personal accounts that is different from the advice provided to clients or actions taken for clients. Adviser is not obligated to buy, sell or recommend to clients any security or other investment that Adviser may buy, sell or recommend for any other clients or for its own accounts. Conflicts may arise in allocating investment opportunities among accounts that Adviser manages. Adviser strives to allocate investment opportunities believed to be appropriate for client account(s) and other accounts advised by it among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to Adviser s attention will be allocated in any particular manner. If Adviser obtains material, nonpublic information about a security or its issuer that it may not lawfully use or disclose, it has absolutely no obligation to disclose the information to any client or use it for any client s benefit. Clients must appoint Adviser as their investment adviser of record on their specified account. Adviser recommends that clients managed accounts be held in a brokerage account with Scottrade, Inc. - member FINRA and SIPC ( Scottrade ), a wholly-owned subsidiary of Scottrade Financial Services, Inc. Please refer to Item 12 for additional information on Adviser s recommendation and use of Scottrade. However, clients are free to select any account custodian they wish; instructions to use a specific account custodian must be in writing. Adviser assists clients in establishing a managed account with Scottrade or another qualified custodian that they select. The qualified account custodian maintains custody of client funds and securities. Adviser does not act as custodian and does not have direct access to client funds MAH Investment Management, LLC Page 6 Form ADV Part 2A Disclosure Brochure

7 and securities except to have advisory fees deducted from the account with clients prior written authorization. Client accounts consist only of separate account(s) held by qualified custodian(s) under their respective names. The qualified custodians maintain physical custody of all funds and securities of the account, and clients retain all rights of ownership of the account (e.g., right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). Clients grant Adviser trading authorization on their accounts, and Adviser s management services can be provided on either a discretionary or non-discretionary basis. When managing on a discretionary basis, Adviser makes all decisions to buy, sell or hold securities, cash or other investments in the managed account in its sole discretion without consulting with clients before making any transactions. When managing on a non-discretionary basis, Adviser always consults with clients prior to any transactions being made. See Item 16 for additional discussion on discretionary and non-discretionary authority. Financial Planning Services Adviser offers financial planning services which involve preparing a full or modular (segmented) financial plan that can be either written or oral. Plan topics can include, but are not limited to, any or all of the following: Household Cash Flow Planning and Net Worth Review Risk Management and Insurance Planning Asset Allocation and Investment Planning Retirement Planning Tax Planning Education Planning Real Estate Planning Employee Benefits Planning Estate Planning and Asset Protection Small Business Planning Post-Death Planning for Survivors To begin the financial planning process, Adviser s representative meets with clients to determine the scope of the engagement and discuss a proposed fee schedule. If clients elect to proceed with the engagement, a client agreement is signed. At either the first or second meeting, Adviser s representative begins gathering the information and documentation needed to assess the client s current financial situation and planning considerations and to begin preparing the requested plan. Adviser relies on the information provided by clients and is not responsible for verifying the information supplied by clients or their other professional consultants (i.e., attorney, accountant, etc.). Therefore, it is very important that the information clients provide is complete and accurate. Adviser also requests that clients notify it if there is ever a change in their financial situation or investment objectives so that Adviser can review, evaluate and/or revise any prior recommendations made or services provided. Adviser s services do not include legal or tax advice. Clients are urged to work closely with their attorney, accountant or other professionals regarding their financial and personal situation. When providing financial planning services, Adviser may consult with attorneys, accountants or other outside professional consultants. Fees for these outside professional consultants services are an additional expense to clients and are separate from the fees Adviser charges for its services. MAH Investment Management, LLC Page 7 Form ADV Part 2A Disclosure Brochure

8 After completing a review and analysis of each client s information and documents received, Adviser s representative develops analyses and recommendations and presents a written plan that can either be full or modular (segmented), as requested by the client. With a full financial plan, all applicable topic areas are considered in order to provide an analysis of the client s overall financial situation and make recommendations for identified goals and objectives. However, clients may request a modular (segmented) plan instead of a full plan. A modular plan focuses on one or more specific areas identified by the client. With a modular plan, clients should be aware that other important issues may not be taken into consideration when Adviser develops its analyses and recommendations. All of Adviser s recommendations are generic in nature and not limited to any specific product or service offered by the financial services industry. Tailor Advisory Services to Individual Needs of Clients When providing advisory services to the Funds, Adviser does not tailor its advice to the individual needs of one or more clients invested in the Funds. Instead, Adviser acts in the best interest of the Funds as a whole. Clients invested in the Funds cannot impose restrictions on the Funds investing in certain securities or types of securities. Instead, all investments will be made in accordance with the Fund s Memorandum and Partnership Agreement. When providing asset management and/or financial planning services, Adviser s services are always provided based on each client s individual needs. This means, for example, that when providing asset management services, clients are given the ability to impose restrictions on the accounts Adviser manages, including specific investment selections and sectors. Adviser works with clients on a one-onone basis through interviews and questionnaires to determine their investment objectives and suitability information. Adviser will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with Adviser s investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. No Wrap Fee Program Adviser does not sponsor or participate in a wrap fee program. Discretionary Assets Adviser has investment discretion over all of client assets currently invested in the Funds and totaled approximately $8,030,000 as of February 1, Approximately 10.5% of those assets under management are attributable to investments by Adviser or its employees. Adviser currently has no assets under management in individually managed accounts. Private Funds Item 5 Fees and Compensation Clients who hold Class A Interests in the Funds will pay the Adviser a monthly management fee (the Management Fee ) equal to 7% of the net asset value ( NAV ) of such Class A Interests on an annualized basis. The Management Fee is paid in arrears as of the last day of each calendar month. The Management MAH Investment Management, LLC Page 8 Form ADV Part 2A Disclosure Brochure

9 Fee will be adjusted for contributions made during a calendar month. Class B Interests do not pay a Management Fee. Clients who hold Class B Interests in the Funds will pay the Adviser a monthly incentive allocation (the Incentive Allocation ) equal to 50% of such client s share of any net profits, including realized and unrealized gains and losses and net of such client s pro rata share of Fund expenses, for such calendar month; provided, however, that such Incentive Allocation is also subject to what is commonly known as a high-water mark, meaning no Incentive Allocation shall be assessed on those monthly capital account balance increases which merely recover prior losses. The Management Fee and Incentive Allocation are negotiable. The Adviser may, in its sole discretion, reduce, waive or rebate the Management Fee or Incentive Allocation with respect to any client, including large or strategic investors in the Funds; such reduction, waiver or rebate will not entitle any other client to an identical or similar reduction, waiver, or rebate. The Management Fee and Incentive Allocation, if any, are deducted directly from each client s account each month by the Funds third party administrator. Each client invested in the Funds is responsible for their pro rata share of the Funds expenses and fees paid to other third party service providers. These expenses and fees include: the Funds legal, compliance, administrator, audit and accounting expenses; investment expenses such as brokerage commissions, transaction costs, research fees and expenses (including research-related travel); interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related insurance costs, and; any other expenses relating to the purchase, sale, or transmittal of Fund assets. Additionally, the Funds have certain indemnification obligations to the Adviser and its members, officers, employees, and affiliates under the Partnership Agreement. Further information about the Fund s brokerage relationships may be found in Item 12, herein. Asset Management Services Fees for Adviser s asset management services are charged based on a percentage of assets under management. The fee generally ranges from 1.0% to 3.0% annually and is negotiable based on the type of client, the complexity of the client's situation, the composition of the client's account (i.e., equities versus mutual funds), the relationship of the client with Adviser, the total amount of assets under management for the client and the potential for additional account deposits. At Adviser s discretion, fees are billed either monthly or quarterly. Fees are billed in advance and calculated based on the fair market value of the account as of the last day of the prior billing period. For accounts opened mid-billing period, fees are prorated based on the number of days service is provided during the initial billing period and billed in arrears at the same time as the first full billing period is billed in advance. Fees are generally deducted from client accounts and paid directly to Adviser by the qualified custodian. If fees are deducted from client accounts, clients must authorize the qualified custodian to deduct fees from the account and pay those fees directly to Adviser. Adviser sends clients a billing statement prior to the time fee deduction instructions are sent to their qualified account custodian. That billing statement details the formula used to calculate the fee, the assets under management and the time period covered. Clients should review the account statements received from the qualified custodian and verify that MAH Investment Management, LLC Page 9 Form ADV Part 2A Disclosure Brochure

10 appropriate advisory fees are being deducted. The qualified custodian does not verify the accuracy of the advisory fees deducted. If the qualified account custodian is unable to deduct fees, clients are billed directly and fees are due immediately upon receiving Adviser s billing notice. That notice details the formula used to calculate the fee, the assets under management and the time period covered. Adviser believes that its annual fee is reasonable in relation to services provided and the fees charged by other investment advisers offering similar services/programs. However, Adviser s annual investment advisory fee may be higher than that charged by other investment advisers offering similar services/programs. Brokerage commissions and/or transaction ticket fees charged by a client s qualified custodian are billed directly to the client by the custodian. Adviser does not receive any portion of such commissions or fees from the client or the qualified custodian. In addition, clients may incur certain charges imposed by third parties other than Adviser in connection with investments made through client s account including, but not limited to, mutual fund sales loads, 12(b)-1 fees and surrender charges, variable annuity fees and surrender charges, IRA and qualified retirement plan fees and charges imposed by the qualified custodian(s) of the account. Adviser s management fees charged are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to clients. A description of these fees and expenses are available in each investment company security s prospectus. Clients can make additions to and withdrawals from their account at any time, subject to Adviser s right to terminate an account. If assets are deposited into or withdrawn from a client s account after the beginning of a billing period, the fee payable with respect to such assets is not adjusted or prorated based on the number of days remaining in the billing period. Clients can withdraw account assets on notice to Adviser, subject to usual and customary securities settlement procedures. Adviser designs portfolios as long-term investments and withdrawing asset may impair clients ability to achieve their investment objectives. Additions can be in cash or securities provided that Adviser reserves the right to liquidate any transferred securities, or decline to accept particular securities into the account. Adviser consults with clients about the options and ramifications of transferring securities. However, when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and may have tax ramifications. Clients managed accounts may also hold assets which were purchased prior to contracting for Adviser s services or which Adviser did not recommend for investment. These assets may be excluded from Adviser s management services and also excluded from account totals when calculating fees; these assets are specifically noted in the client agreement. Cash positions in client accounts are managed and are included when calculating account totals for fee billing purposes. Asset management services continue until terminated. Either party can terminate services by giving written notice to the other party. Termination is effective 30 days after receipt of the notice or the end of the billing period, whichever comes first. During that time, Adviser will finish up any services previously begun but will not begin any new services without express client instruction. When services are terminated mid-billing period, fees are prorated based on the number of days services are provided during the final period. Any prepaid, unearned fees are promptly refunded to clients and Adviser provides a detailed billing statement along with the refund. MAH Investment Management, LLC Page 10 Form ADV Part 2A Disclosure Brochure

11 Financial Planning Services At Adviser s sole discretion, financial planning services can be charged on either an hourly or fixed fee basis. Hourly fees are charged at the non-negotiable rate of $200 per hour while fixed fees generally range from $500 to $5,000. The fixed fee is negotiable based upon the type of client, the actual services requested, the complexity of the client's situation, other advisory services provided and the relationship of the client and Adviser. Before commencing hourly services, Adviser provides clients with an estimate of the approximate hours needed to complete the requested plan. If Adviser later anticipates exceeding the estimated amount of hours required, it contacts clients for authorization to continue providing the requested services. Clients are charged the actual time expended on the services. For fixed fees, Adviser provides clients with a quote for the requested services before actually providing the services. For both hourly and fixed fees, and at Adviser s discretion, a retainer of one-quarter (25%) of the quoted fee may be due at the time the client agreement is signed, with the remainder due upon presentation of the plan. In no event does Advisor require pre-payment of more than $500 more than six months in advance. Upon completion and delivery of the financial plan, the fee is considered earned by Adviser and any unpaid amount is immediately due. Clients can pay for financial planning services by either having fees charged to a credit card or by submitting payment directly (i.e., by check). If clients elect to fees paid via credit card, they are required to provide the account custodian with written authorization to do so. If paid directly, fees are due immediately upon receipt of Adviser s billing statement. Clients should notify Adviser within ten days of receiving an invoice if they have questions about or dispute any billing entry. To the extent Adviser engages an outside professional (i.e. attorney, independent investment advisor, or accountant) while providing financial planning services to clients, Adviser is responsible for paying the fees for the outside professional s fees, and clients are not required to reimburse Adviser for such payments. To the extent that Adviser personally engages such an outside professional, clients are responsible for paying the outside professional s fees, and Adviser is not required to reimburse clients for those payments. Fees for any outside professional s services are in addition to and separate from the fees charged by Adviser. In no event are the services of an outside professional engaged without clients express approval. All fees paid to Adviser for advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in each mutual fund s prospectus. These fees generally include a management fee, other fund expenses and a possible distribution fee. If the fund also imposes sales charges, clients may pay an initial or deferred sales charge. All fees paid to Adviser for financial planning services are separate and distinct from the commissions charged by a broker/dealer or investment management fees charged by an investment adviser to implement such recommendations. Financial planning services terminate upon delivery of the written plan. However, either party can terminate services at any time by providing the other party with written notice. Termination is effective immediately. If services are terminated within five business days of entering into an agreement, services are terminated without penalty. After five business days have passed, fees are prorated based upon the time expended to the effective date of termination. For services performed on an hourly basis, fees are MAH Investment Management, LLC Page 11 Form ADV Part 2A Disclosure Brochure

12 calculated based on the number of hours worked to the date of termination multiplied by the $200 hourly rate. For services performed on a fixed fee basis, fees are calculated based on the percentage of the written plan completed as of the date of termination. Any prepaid but unearned fees are refunded to clients. Any remaining fees payable by clients are due upon receipt of Adviser s detailed billing statement. Item 6 Performance-Based Fees and Side-By-Side Management Performance-based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client s account. For clients invested in the Funds, Adviser is paid a monthly Incentive Allocation from the account of each client holding Class B Interests, which is a performancebased fee. Adviser does not charge a performance fee on individually managed accounts. Private Fund Accounts Item 7 Types of Clients The Funds offer limited partnership interests to certain qualified investors who meet certain criteria outlined in the Funds Subscription Agreement. An investment in the Funds is suitable only for sophisticated investors that are aware of, and can afford, the risks involved in an investment in the Funds and have the ability and willingness to accept (i) the illiquid nature of an investment in the Funds and (ii) the risk of loss of all or a substantial portion of their interest in the Funds. Adviser may, in its sole discretion, reject a capital contribution from any prospective client for any reason. Investors in the Funds may include individuals, trusts, estates, charitable organizations, corporations or other business entities, investment companies, pension and profit sharing plans and certain other investors. The minimum investment in the Conservative Fund is $1,000. The minimum investment in the Prime Fund and the Stability Fund is $50,000. Asset Management and Financial Planning Accounts Adviser generally provides asset management and financial planning services to individuals, although trusts, estates, charitable organizations, corporations or other business entities may also utilize these services. Minimum Investment Amounts Required There is no minimum account value required to establish an individually managed account. There is no minimum advisory fee charged for asset management or financial planning services. MAH Investment Management, LLC Page 12 Form ADV Part 2A Disclosure Brochure

13 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies Prime Conservative Fund, LP The Conservative Fund is absolute-return focused and is oriented toward capturing capital appreciation in its investments over the short and long terms while simultaneously seeking capital preservation. To achieve the Fund s objective, a bottom-up fundamental securities analysis will be coupled with technical analysis for the timing of purchases and sales of securities by the Adviser. Additionally, the Adviser will employ a disciplined risk management process to control losses and preserve the Fund s capital. The Fund may target companies ranging from small to large capitalizations. The Conservative Fund will use an approach that is both conservative in some respects, while aggressive in other regards. For example, the Fund will take a conservative approach to security and other investment selection, portfolio construction, and risk management, including flexibility on gross and net equity exposure. At any given time, the Fund may have a large cash position, up to 100% in certain circumstances, depending on market conditions that may persevere for substantial periods. The Fund will take an aggressive approach in that its strategy may, on occasion, seek to identify smaller or emerging market companies that have higher potential for growth; however, such companies also are subject to significant fundamental risk and more price volatility compared to larger, established companies and their securities. Prime Growth Fund, LP To pursue the Growth Fund s investment strategy, the Adviser will invest the Fund s assets primarily in equities (long positions), private companies, private placements in public companies, and in real estate. Secondarily, the Fund will target emerging market assets, initial public or secondary offerings, and other illiquid investments. Additionally, the Adviser also has discretion to invest in equities (short positions), options, other private investment companies, and asset-backed securities. The Growth Fund is absolute-return focused and is oriented toward capturing capital appreciation in its investments over the short and long terms while simultaneously seeking capital preservation. The Fund will employ a disciplined risk management process to control losses and preserve the Fund s capital. At any given time, the Fund may have a large cash position, up to 100% in certain circumstances, depending on market conditions that may persevere for substantial periods. The investment objective of the Growth Fund is to balance growth objectives over the long term with investment trading following the pattern of the overall market. The Fund will utilize maximum assets in times of positive market positions and take cash and protective positions as needed. As the Fund targets long term growth, it may experience the occasional short term pullbacks. Prime Stability Fund, LP The investment objective of the Stability Fund is to provide investors with a positive rate of return while attempting to take the wild swings out of the various markets in which the Fund invests. To achieve its objective, the Fund will employ a blended strategy of technical and fundamental trading platforms. In executing the Stability Fund s strategy, the Adviser will invest the Fund s assets primarily in MAH Investment Management, LLC Page 13 Form ADV Part 2A Disclosure Brochure

14 equities (long and short positions), private companies, and private placements in public companies. Additionally, the Adviser may also invest in options, exchange-traded funds, emerging market equities, asset-backed securities, real estate and other illiquid investments, and initial public or secondary offerings. Asset Management and Financial Planning Adviser may use the following methods of analysis in formulating investment advice: Charting - This is a set of techniques used in technical analysis in which charts are used to plot price movements, volume, settlement prices, open interest, and other indicators, in order to anticipate future price movements. Users of these techniques, called chartists, believe that past trends in these indicators can be used to extrapolate future trends. Charting is likely the most subjective analysis of all investment methods since it relies on proper interpretation of chart patterns. The risk of reliance upon chart patterns is that the next day's data can always negate the conclusions reached from prior days' patterns. Also, reliance upon chart patterns bears the risk of a certain pattern being negated by a larger, more encompassing pattern that has not shown itself yet. Cyclical This method analyzes the investments sensitive to business cycles and whose performance is strongly tied to the overall economy. For example, cyclical companies tend to make products or provide services that are in lower demand during downturns in the economy and in higher demand during upswings. Examples include the automobile, steel, and housing industries. The stock price of a cyclical company will often rise just before an economic upturn begins, and fall just before a downturn begins. Investors in cyclical stocks try to make the largest gains by buying the stock at the bottom of a business cycle, just before a turnaround begins. While most economists and investors agree that there are cycles in the economy that need to be respected, the duration of such cycles is generally unknown. An investment decision to buy at the bottom of a business cycle may actually turn out to be a trade that occurs before or after the bottom of the cycle. If done before the bottom, then downside price action can result prior to any gains. If done after the bottom, then some upside price action may be missed. Similarly, a sell decision meant to occur at the top of a cycle may result in missed opportunity or unrealized losses. Fundamental This is a method of evaluating a security by attempting to measure its intrinsic value by examining related economic, financial and other qualitative and quantitative factors. Fundamental analysts attempt to study everything that can affect the security's value, including macroeconomic factors (like the overall economy and industry conditions) and individually specific factors (like the financial condition and management of a company). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). Fundamental analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. MAH Investment Management, LLC Page 14 Form ADV Part 2A Disclosure Brochure

15 The risk associated with fundamental analysis is that it is somewhat subjective. While a quantitative approach is possible, fundamental analysis usually entails a qualitative assessment of how market forces interact with one another in their impact on the investment in question. It is possible for those market forces to point in different directions, thus necessitating an interpretation of which forces will be dominant. This interpretation may be wrong, and could therefore lead to an unfavorable investment decision. Technical This is a method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysts do not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Technical analysts believe that the historical performance of stocks and markets are indications of future performance. Technical analysis is even more subjective than fundamental analysis in that it relies on proper interpretation of a given security's price and trading volume data. A decision might be made based on a historical move in a certain direction that was accompanied by heavy volume; however, that heavy volume may only be heavy relative to past volume for the security in question, but not compared to the future trading volume. Therefore, there is the risk of a trading decision being made incorrectly, since future trading volume is an unknown. Technical analysis is also done through observation of various market sentiment readings, many of which are quantitative. Market sentiment gauges the relative degree of bullishness and bearishness in a given security, and a contrarian investor utilizes such sentiment advantageously. When most traders are bullish, then there are very few traders left in a position to buy the security in question, so it becomes advantageous to sell it ahead of the crowd. When most traders are bearish, then there are very few traders left in a position to sell the security in question, so it becomes advantageous to buy it ahead of the crowd. The risk in utilization of such sentiment technical measures is that a very bullish reading can always become more bullish, resulting in lost opportunity if the money manager chooses to act upon the bullish signal by selling out of a position. The reverse is also true in that a bearish reading of sentiment can always become more bearish, which may result in a premature purchase of a security. To conduct analysis, Adviser gathers information from financial newspapers and magazines, research materials prepared by others, corporate rating services, annual reports, prospectuses and filings with the SEC, and company press releases. When managing client assets and/or providing investment advice, Adviser uses the following investment strategies: Long-term purchases. Investments held at least a year. Short-term purchases. Investments sold within a year. Frequent trading. This strategy refers to the practice of selling investments within 30 days of purchase. Tactical asset allocation. Allows for a range of percentages in each asset class (such as Stocks = 40-50%). The ranges establish minimum and maximum acceptable percentages that permit the investor to take advantage of market conditions within these parameters. Thus, a minor form MAH Investment Management, LLC Page 15 Form ADV Part 2A Disclosure Brochure

16 of market timing is possible, since the investor can move to the higher end of the range when stocks are expected to do better and to the lower end when the economic outlook is bleak. Strategic asset allocation. Calls for setting target allocations and then periodically rebalancing the portfolio back to those targets as investment returns skew the original asset allocation percentages. The concept is similar to a buy and hold strategy, rather than an active trading approach. Of course, the strategic asset allocation targets may change over time as the client s goals and needs change and as the time horizon for major events such as retirement and college funding grow shorter. Material Risks of Investment Strategy Investing in securities involves a risk of substantial or complete loss that clients should be prepared to bear. Past performance is not indicative of future results. Depending upon the different types of investments, there may be varying degrees of risk. The success of both the Funds and individually managed accounts depends on the Adviser s ability to identify and successfully invest the Funds or clients assets. Any factor that would make it more difficult to identify or act upon investment opportunities, such as a significant lessening of liquidity of assets, may be detrimental to profitability. No assurances can be given that the investment strategies to be used by the Funds or in individually managed accounts will be successful under all or any market conditions. For all Fund accounts, Adviser s trading decisions are on a discretionary basis using fundamental and technical analysis and no assurances can be given that such trading strategies that losses will not occur. A potential investor in the Funds should note that the value of assets in which the Funds invest may occasionally be unavailable or difficult to ascertain. This may also be true for individually managed accounts. Additionally, market movements of the investment assets may be volatile and are often difficult to predict, influenced by, among other things, government trade, fiscal, monetary, and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; availability of credit; and the inherent volatility of the marketplace. These factors can also have a direct impact on the volatility of the value and liquidity of the Funds investments and individual managed accounts. The Funds strategies may occasionally lead to frequent trading of securities, which may lead to increased brokerage and other transaction costs and taxes and harm the Funds profitability. This may also be true for individually managed accounts. Material Risks of Securities Depending upon their respective investment objectives, the Funds may be subject to any or all of the risks discussed below. Individually managed accounts may also be subject to these same types of risks. Securities Investment Risks. Assets may be actively invested in domestic and foreign securities. The identification of investment opportunities in securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired by the Adviser. While investments in securities offer opportunities for significant capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the securities investments may not adequately compensate for the business and financial risks assumed. It is likely that major economic events could severely disrupt the market MAH Investment Management, LLC Page 16 Form ADV Part 2A Disclosure Brochure

17 for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic events could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Investments in Undervalued Securities. To achieve objectives, Fund and individual client assets may invest in undervalued securities which are trading significantly below their estimated intrinsic value. While investments in undervalued securities offer the opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Adviser may make certain speculative investments in securities which it believes to be undervalued; however, there are no assurances that the securities purchased will in fact be undervalued. In addition, the Funds and/or individual client may be required to hold such securities for a substantial period of time before realizing their anticipated value. During this period, a portion of the assets would be committed to the securities purchased, thus possibly preventing investment in other opportunities. Short Sales. Short sales are transactions where an investor sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the investor must borrow the security to make delivery to the buyer. The investor then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Funds or the individual client. Until the security is replaced, the investor is required to pay to the lender of the security amounts equal to any dividends or interest which accrue during the period of the loan of the security. To borrow the security, the investor also may be required to pay a premium or fee to the broker from whom the Funds or individual client borrows the security sold short. The proceeds of the short sale will be retained by the broker, at least to the extent necessary to meet margin requirements, until the short position is closed out. Small Companies. The Fund may purchase interests in small and/or unseasoned companies with small market capitalizations or by making private placements in public companies and investments in private companies. While smaller companies generally have greater potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and competitive strength of larger companies. In addition, in many instances, the frequency and volume of small cap trading may be substantially lower than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. When making large sales, the Fund may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to such lower trading volumes of smaller company securities. Additionally, private placements in public companies and investments in private companies may be difficult to value and resell in the future. Writing and Purchasing Options. The Funds and individually managed accounts may write, purchase, and sell options, the prices of which are often very volatile. Price movements of options contracts are influenced by, among other things, interest rates, changing supply and demand relationships, international trade, fiscal, monetary, and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of options also depends in part upon the price of the securities underlying MAH Investment Management, LLC Page 17 Form ADV Part 2A Disclosure Brochure

18 them. Accordingly, options on highly volatile securities may be more expensive than options on other securities. Put options and call options typically have similar structural characteristics and operational mechanics, regardless of the underlying instrument on which they are purchased or sold. A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer the obligation to buy, the underlying security, commodity, index, or other instrument at the exercise or strike price. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument at the strike price. If a put or call option purchased by the Funds or individual clients were permitted to expire without being sold or exercised, they would lose the entire premium it paid for the option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security caused by rising interest rates or other factors. If this occurred, the option could be exercised and the underlying security would then be sold to the Fund and/or the individual client at a higher price than its current market value. The risk involved in writing a call option is that there could be an increase in the market value of the underlying security caused by declining interest rates or other factors. If this occurred, the option could be exercised and the underlying security would then be sold at a lower price than its current market value. Purchasing and writing put and call options and, in particular, writing uncovered options are highly specialized activities and entail greater than ordinary investment risks. In particular, the writer of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security or currency above the exercise price of the option. This risk is enhanced if the security being sold short is highly volatile and there is a significant outstanding short interest. These conditions exist in the stocks of many companies. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. Accordingly, the sale of an uncovered call option could result in a loss by the Funds or the individual client of all or a substantial portion of its assets. Writing, purchasing, and selling options are highly specialized activities and entail greater than ordinary investment risks. Options are subject to the risk of nonperformance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty. Real Estate and Other Illiquid Investments. The Adviser may invest a portion of the assets in real estate or other highly illiquid investments, such as investments in privately held companies. As the markets for these investments may be extremely small, valuation of such investments is difficult and the company may be unable to quickly liquidate such investments. In such circumstances, the Funds and/or the individual client may be forced to sell illiquid investments at significantly depressed prices or hold investments for long periods of time. Exchange-Traded Funds. Adviser may invest in exchange-traded funds, which is a company that may invest in any number of securities, bonds, commodities, or other investment assets and is subject to SEC registration and regulations, primarily under the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of Shares in an exchange-traded fund are generally not redeemable, meaning the issuing company has no obligation to redeem shares upon request by the shareholder. As shares of exchange-traded funds are traded publicly in the markets, the prices of such shares may vary widely from their NAV, the risk being that once purchased, shares may never realize a price equal to or greater than their NAV. MAH Investment Management, LLC Page 18 Form ADV Part 2A Disclosure Brochure

19 Foreign Equity Risks. Adviser may purchase foreign equities. Such equities carry additional risks when compared with domestic equities, including currency and political risks, among others. As foreign investments are denominated in their home currency, the investments value to the Fund and/or individual client will ultimately be affected in part by the relevant foreign currency exchange rates, meaning that any given foreign equity could significantly outperform its foreign peers but fail to outperform domestic equities. Additionally, investments in foreign equities may carry significant political risks, including the risk that a foreign government might implement policies which could prove detrimental to the assets. Foreign political events are often very hard to predict and can occur in rather short periods of time. These foreign equity risks may be compounded if the foreign equity is located in emerging markets, which tend to experience more volatility than mature markets, often producing large profits and losses in relatively short periods of time. Additionally, emerging markets typically operate under less regulatory supervision as compared with mature markets. Combined with other factors, such as the high risk of sudden and dramatic foreign capital outflows, high volatility and less supervision means investing in emerging markets carries higher levels of risk as compared to more mature markets. Money Market Instruments. The Adviser may invest, normally for defensive or hedging purposes, some or all of the Funds or individual client s assets in high quality fixed-income securities, money market instruments, and money market mutual funds, or hold cash or cash equivalents in such amounts as the Adviser deems appropriate under the circumstances. Money market instruments generally have remaining maturities of one year or less, and may include U.S. Government securities, commercial paper, certificates of deposit and bankers' acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation. Asset-Backed Securities. An asset-backed security is a securitized interest in a pool of nonmortgage backed assets. Asset-backed securities entail both interest rate risk, in that the value of the assets fluctuates inversely with changes in interest rate levels, and credit risk, which centers on the unpredictability of defaults on loans that are collateral for the debt and is moderated in most instances by diversification of the underlying assets and credit enhancements. Additionally, asset-backed securities can be subject to prepayment risks, though this risk is slight. Item 9 Disciplinary Information The Adviser and its principals have no disciplinary history or record. Item 10 Other Financial Industry Activities and Affiliations Broker-Dealer Representative Michael Wiesemann, Chief Executive Officer of the Adviser, is not currently a registered representative of a broker-dealer. MAH Investment Management, LLC Page 19 Form ADV Part 2A Disclosure Brochure

20 Code of Ethics Item 11 Code of Ethics, Participation in Client Transactions and Personal Trading The Adviser has adopted a code of ethics that prohibits insider trading and requires, among other things, that the Adviser maintain transaction records for employee securities transactions and places certain limitations or restrictions on employee trading. The Adviser will provide any client or prospective client with a copy of the Adviser s code of ethics upon request. Adviser s Material Financial Interest in the Private Funds The Management Fee and Incentive Allocation create a material financial interest in the Funds for the Adviser. The Adviser is the general partner of the Funds, in which the Adviser s clients are solicited to invest. Consequently, the Management Fee and Incentive Allocation create a potential conflict of interest between the Adviser and the Funds, causing the Adviser to target outsized and potentially more risky investments in the pursuit of maximizing the Management Fee and Incentive Allocation. However, the Adviser shall make all investment decisions with the Funds, and not the Adviser s, best interests in mind. Furthermore, the Adviser has certain risk management procedures in place to control the risk of loss. Additionally, the Adviser and/or its officers, employees and affiliates may invest directly in the Funds. Adviser s Investment in Related Securities The Adviser and its related persons may occasionally invest in the same securities or other assets in which the Funds invest. The Adviser and its related persons may also buy or sell investment products for their personal accounts that are identical to those recommended to individually managed or financial planning clients. This practice may result in potential conflicts of interest between the Adviser or its related persons, on the one hand, and the Funds and the Adviser s clients, on the other. In each case, the interests of the Adviser s clients take precedence over that of the Adviser and its related persons. The Adviser and its related persons will not purchase or sell securities for their own account(s) if the transaction will disadvantage clients. Selection of Brokers Private Funds Item 12 Brokerage Practices The Adviser has full investment discretion with respect to the initiation of all portfolio transactions for the Funds, as well as full authority to select broker-dealers to execute such transactions. NorthPoint Trading Partners, LLC (the Broker ) has been retained to act as prime broker for the Funds. The Broker will have certain administrative responsibilities, including the issuance of account statements and information with respect to transactions effected through other broker-dealers. The Broker is allocated a portion of the Funds transactions, subject to principles of best execution. The Adviser may utilize a number of brokerdealers, in addition to the Broker, to effect transactions for the Funds. Broker-dealers are selected based upon the amount of commission, quality of execution, expertise in particular markets, the reputation, MAH Investment Management, LLC Page 20 Form ADV Part 2A Disclosure Brochure