LIBERTY CAPITAL MANAGEMENT INC

Item 1 – Cover Page Form ADV Part 2A Brochure Liberty Capital Management, Inc 401 South Old Woodward Suite 430 Birmingham, MI 48009 248-258-9290 www.libertycapitalmi.com March 02, 2025 This Brochure provides information about the qualifications and business practices of Liberty Capital Management, Inc (“LCM”). If you have any questions about the contents of this Brochure, please contact us at (248) 258-9290 or kcarbaugh@libertycapitalmi.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Liberty Capital Management is a registered investment adviser. Registration as an Investment Adviser does not imply any level of skill or training. The oral and written communications of an Adviser provide you with information from which you determine whether to hire or retain an Adviser. Additional information about Liberty Capital Management also is available on the SEC’s website at www.adviserinfo.sec.gov. 1  Item 2 – Material Changes This Brochure dated March 02, 2025, is the annual amendment to Liberty Capital Management’s previously published annual update Brochure. Since the filing of the firm’s last annual update Brochure on February 05, 2024, we have added detail about investment advisory and financial planning services we now offer. We have also made various other updates, but no other material changes were made. Pursuant to regulatory requirements, we will deliver to you a summary of any material changes to this and subsequent Brochures within 120 days of the close of our fiscal year. We may further provide other ongoing disclosure information about material changes as necessary. All such information will be provided to you free of charge. Our Brochure may be requested free of charge by contacting Kenneth Carbaugh at 248.258.9290 or kcarbaugh@libertycapitalmi.com. Our Brochure is also available on our web site www.libertycapitalmi.com. Additional information about Liberty Capital Management is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Liberty Capital Management who are registered, or are required to be registered, as investment adviser representatives of the firm. 2  Item 3 -Table of Contents Item 1 – Cover Page………………………………………………………………. 1 Item 2 – Material Changes………………………………………………………... 2 Item 3 – Table of Contents………………………………………………………… 3 Item 4 – Advisory Business………………………………………………………. 4 Item 5 – Fees and Compensation…………………………………………………. 6 Item 6 – Performance-Based Fees and Side-By-Side Management……………… 7 Item 7 – Types of Clients…………………………………………………………. 7 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss………….. 7 Item 9 – Disciplinary Information………………………………………………… 7 Item 10 – Other Financial Industry Activities and Affiliations………………….... 7 Item 11 – Code of Ethics………………………………………………………… 8 Item 12 – Brokerage Practices…………………………………………………….. 8 Item 13 – Review of Accounts…………………………………………………….. 9 Item 14 – Client Referrals and Other Compensation……………………………… 9 Item 15 – Custody…………………………………………………………………. 9 Item 16 – Investment Discretion…………………………………………………... 9 Item 17 – Voting Client Securities………………………………………………… 10 Item 18 – Financial Information…………………………………………………… 10 3  Item 4 – Advisory Business A. Liberty Capital Management, Inc., founded in 1993, is registered as an investment adviser with the Securities and Exchange Commission. The firm is based in and incorporated in the state of Michigan. The firm is owned by Kenneth J. Carbaugh (Chief Executive Officer/Chief Compliance Officer). Brief biographies of the investment personnel follow: Kenneth J. Carbaugh (b.1973), Chief Executive Officer and Chief Compliance Officer, has over fifteen years of investment experience, most recently, at Comerica Asset Management where he traded individual bond portfolios totaling over $500 million. Prior to that he was Director of Portfolio Management at Portfolio Solutions, LLC where he managed $250 million of municipal bonds and $1.2 billion of equity and ETF portfolios. Mr. Carbaugh has a BBA in Finance from Walsh College and a MBA from the University of Detroit Mercy. Robert D. Foster (b. 1955), founder and Investment Committee member, brings over twenty-five years of experience to Liberty Capital Management, Inc. Prior to founding the company, he was the Vice President and Senior Portfolio Manager for Manufacturers National Bank of Detroit and Comerica Bank's Private Banking Department. Mr. Foster holds a degree in Economics from Denison University, Granville, Ohio. Charles L. Dettloff (b.1960), Senior Vice President, brings over thirty three years of investment management experience to the firm. He began his career at Manufacturers National Bank of Detroit which later merged with Comerica Bank where he was Senior Vice President/Investments. Mr. Dettloff managed over $1 billion of equity, ETF, municipal and corporate bond portfolios. Mr. Dettloff earned his Bachelor's degree in Finance and a MBA in from the University of Detroit Mercy. B. LCM provides both discretionary and non-discretionary investment management services to individuals through the use of domestically traded stocks, bonds, exchange traded funds, and mutual funds. The stocks are selected through a process of screening and fundamental analysis focusing on earnings growth, high quality balance sheets, and seasoned management teams. Fixed income securities are selected based on investment grade credit quality and intermediate term maturities. LCM also provides non-management investment advisory services where the firm makes investment recommendations but the client is responsible for determining whether or not to implement recommendations, and if they decide to do so, are responsible for actual implementation. Additionally, the firm provides project oriented and ongoing financial planning services where the firm makes financial planning recommendations and the client is responsible for determining whether or not to implement a recommendation, and 4  if they decide to do so, are responsible for implementation. The details of an engagement vary on a case by case basis. C. LCM tailors advisory services to the individual needs of clients. Asset allocation is determined based on discussions with the client and assessments of each client’s risk tolerance. Because LCM is a registered investment adviser, we are required to meet certain fiduciary standards when providing investment advice to clients. Additionally, when we provide investment advice related to a retirement plan account or an individual retirement account, we are considered 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. As such, we are required to act in your best interest and not put our interest ahead of yours, even though our compensation creates some conflicts with your interests in that the more you have us manage, the more we can earn. Our clients however are under no obligation to use services recommended by our associated persons. Furthermore, we believe that our recommendations are in the best interests of our clients and are consistent with our clients’ needs. D. LCM does not participate in any wrap programs. E. As of December 31, 2024, LCM managed $752,155,577 in assets, $676,632,780 of which was managed on a discretionary basis, and $75,522,797 of which was managed on a non-discretionary basis. Item 5 – Fees and Compensation Investment Management Services Liberty Capital Management charges a quarterly fee in arrears for services rendered and the fee is based on the average daily market value of the applicable account. Fee rates vary under our current fee structure, typically ranging from 0.25% up to 0.75% of a client’s assets and may be charged as a tiered or flat fee. Liberty Capital Management’s fees for investment management services are generally charged as a percentage of the assets under management. Rates are negotiable based on unusual circumstances, pre-existing relationships, the amount and nature of assets to be managed, required services, complexities, and other factors, at Liberty Capital Management’s discretion. All annual fee rates are prorated to a quarterly fee and charged quarterly after completion of the calendar quarter. There is a minimum annual fee of $2,500 on diversified portfolios. The minimum annual fee may be waived when the combined value of related 5  accounts exceeds the amount necessary to avoid the minimum fee or other special circumstances. Fee rates referenced above are negotiable. Clients may also elect to be billed directly for fees or to authorize LCM to directly debit fees from client accounts. Upon termination of any account, any earned, unpaid fees will be due and payable. LCM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, 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. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to LCM’s fee, and LCM shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that LCM considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Non-Management Investment Advisory Services Fees for non-management advisory services are negotiated in advance and can be fixed or hourly depending on the level of complexity of the engagement. Fees may be charged in advance or in arrears depending on the service provided. Fees are generally billed directly to the client. Services may be terminated at any time by either party and fees will be prorated accordingly. Any payments made in advance will be prorated and any unearned fees will be refunded to the client. All advisory fees paid to LCM are separate and unrelated to any fees or expenses assessed by any broker, custodian, or other outside party. Financial Planning Services Fees for financial planning services are negotiated in advance and can be fixed or hourly depending on the level of complexity of the engagement. Fees are generally charged in arrears although a portion of which may be billed in advance. Fees are generally billed directly to the client. Services may be terminated at any time by either party and fees will be prorated accordingly. Any payments made in advance will be prorated and any unearned fees will be refunded to the client. 6  All financial planning fees paid to LCM are separate and unrelated to any fees or expenses assessed by any broker, custodian, or other outside party. Item 6 – Performance-Based Fees and Side-By-Side Management Liberty Capital Management does not participate in any performance-based fee arrangements, and therefore does not manage performance based and non performance based accounts on a side by side basis. Item 7 – Types of Clients Liberty Capital Management offers portfolio management services to individuals, high net worth individuals, corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, corporations, and municipalities. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss LCM’s general investment strategy is to attempt to reduce risk and volatility by building globally diversified portfolios using Modern Portfolio Theory. Depending on account size and the client’s situation, the strategy can be implemented using various broad based index funds or using individual securities such as equities. The selection and management of individual equities starts with a screening for stocks that exhibit certain fundamental characteristics. We generally select companies with consistent above average earnings growth, low levels of debt, and quality balance sheets. We also believe that it is not necessary to pay a premium to acquire these high quality stocks. Our portfolio management process includes different types of analysis, including fundamental, technical, and valuation analysis, to help us determine whether to purchase, retain, or sell a holding. Regarding fixed income securities, LCM primarily focuses on investment grade issues with intermediate maturities. Investing in securities involves risk of loss that clients should be prepared to bear. Such risks include market risk, interest rate risk, currency risk, and political risk, among others. Certain trading strategies can affect investment performance through increased brokerage and other transactions. Each client’s propensity for risk however is evaluated and considered throughout the portfolio implementation process. 7  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to the evaluation of the firm or the integrity of LCM’s management. LCM is currently not subject to, nor has ever been subject to, any legal or disciplinary events of a material nature. Item 10 – Other Financial Industry Activities and Affiliations Neither LCM nor its representatives have any financial industry affiliations, or participate in any financial industry activities, outside of LCM. Neither LCM nor its representatives recommend other investment advisers in return for compensation. Item 11 – Code of Ethics Code of Ethics LCM has adopted a Code of Ethics expressing the firm's commitment to ethical conduct. LCM's Code of Ethics describes the firm's fiduciary duties and responsibilities to clients, and details practices for reviewing the personal securities transactions of supervised persons with access to client information. The Code also requires compliance with applicable securities laws, addresses insider trading, and details possible disciplinary measures for violations. LCM will provide a complete copy of its Code of Ethics to any client upon request to the Chief Compliance Officer. Trading Conflicts of Interest Individuals associated with LCM are permitted to buy or sell securities for their personal accounts identical to or different than those recommended to clients. However, no person employed by LCM is allowed to favor his or her own interest over that of a client or make personal investment decisions based on the investment decisions of advisory clients. In order to address potential conflicts of interest, LCM requires that associated persons with access to advisory recommendations provide annual securities holdings reports and quarterly transaction reports to the firm's Chief Compliance Officer. LCM also requires prior approval from the Chief Compliance Officer for investing in any IPOs or private placements (limited offerings). 8  Item 12 – Brokerage Practices The Custodian and Brokers We Use We do not maintain custody of client assets. Instead, we require all client assets be maintained in an account at a non affiliated “qualified custodian,” generally a broker- dealer or bank. Your custodian will hold your assets in a brokerage account and will be able to make trades in your account. While we may recommend that you use a particular custodian/broker, you will ultimately decide whether to do so and will open your account with them by entering into an account agreement directly with one of them. We cannot actually open accounts for you, but we can assist you in opening an account at whatever custodian/broker you decide to use. How We Select Custodians and Brokers When recommending a custodian or broker for our clients, we consider many different factors including quality of service, types of services offered, overall capability, execution quality, competitiveness of transaction costs, availability of investment research, reputation of the firm, and financial resources, among other things. In determining the reasonableness of a broker’s compensation, we consider the overall cost to you relative to the benefits you receive, both directly and indirectly, from the broker. Your Brokerage and Custody Costs Our clients receive various services directly from their custodian. At some custodians, the custodian may not charge separately for custody services but instead will be compensated by charging commissions or other fees on trades that it executes, and by other transactional charges. Fees applicable to our client accounts may be negotiated based on the condition that our clients collectively maintain a certain level of assets at the custodian. We feel that this type of commitment benefits you because we expect the overall rates you pay will be lower than they might be otherwise. Products and Services Available to Us from Brokers/Custodians Custodians may provide us and our clients with access to its institutional brokerage services like trading, custody, reporting, and related services, many of which are not typically available to retail customers. Custodians also make available various support services, some of which may help us manage or administer our clients’ accounts, while others may help us manage and grow our business. Brokerage services which benefit you directly include access to a broad range of investment products, execution of securities transactions, asset custody, and reimbursements for termination costs from prior custodians. The investment products and 9  benefits available often include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Custodians may also make available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, which we may use to service all or a substantial number of our clients’ accounts. In addition to investment research, custodians may also makes available software and other technology that provide access to client account data, facilitates trade execution for multiple client accounts, provides pricing and other market data, facilitates payment of our fees from our clients’ accounts, and assists with back-office functions, recordkeeping, and client reporting. Custodians also offer other services intended to help us manage and further develop our business. These services include educational conferences and events, consulting on technology, compliance, legal, and business needs, publications and conferences on practice management and business succession, and access to employee benefits providers, human capital consultants, and insurance providers. The availability of these services benefits us because we do not have to produce or purchase them. Of course, this may give us an incentive to recommend that you maintain your account with certain custodians based on our interests rather than yours, which is a potential conflict of interest. We believe, however, that our custodian recommendations are in the best interests of our clients, and is primarily supported by the scope, quality, and price of custodial services received. Aggregation of Transactions The firm may, from time to time, aggregate client orders into blocks in order to facilitate more efficient account management and execution. When aggregating orders, an average price is given to all participants in the block, or other measures are taken, in order to treat all accounts fairly. Item 13 – Review of Accounts Review of Accounts Each account will generally be reviewed semi-annually to help ensure that the asset mix of the account is within the guidelines for its assigned asset allocation. The Investment Review Committee is chaired by the CEO of the firm. The asset mix of each portfolio will be compared to the assigned guidelines with exceptions brought to the portfolio manager’s attention and notations made in the file. LCM’s proprietary software further refines the management of the asset mix. It enables the manager to assign appropriate asset mix targets and ranges and effectively monitor 10  them. The software identifies the number of equity or fixed income issues required to attain the targeted mix. Reports Provided to Clients Custodians are responsible for providing clients with account statement no less frequently than quarterly. LCM may also provide other reports to clients as agreed upon by the parties. Item 14 – Client Referrals and Other Compensation LCM may pay individuals or entities for client referrals, which may in some cases be structures in the form of a fee sharing arrangement. However, referral or fee sharing arrangement is structured to be in compliance with applicable securities laws, which include the existence of a formal contract between LCM and the solicitor. Pursuant to that contract, the solicitor is required to provide each potential client with a disclosure statement, which describes the specific relationship between LCM and the solicitor – including the compensation that will be paid to the solicitor - prior to or at the time the client enters into a client agreement. That notice will confirm that LCM will not charge the client a higher advisory fee charged as a result of the referral arrangement. LCM does not receive economic benefits such as sales awards or other prizes in connection with providing advisory services to clients. LCM may however receive economic benefits from our custodians in the form of the support products and services that are made available to us and to other independent investment advisors. These products and services, how they benefit us, and the related conflicts of interest are described in Item 12 above. The availability to us of our custodian’s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Item 15 – Custody Liberty Capital Management does not hold client funds or securities, but instead requires that they be held by a third party custodian. We may, however have limited control in some instances to trade on your behalf, to deduct our advisory fees from your account with your authorization, or to request disbursements (although various types of written authorizations are required depending on the type of disbursements). You will receive account statements directly from your custodian at least quarterly, which will be sent to the email or postal mailing address you provide. We urge you to carefully review these custodial statements when you receive them and compare them to reports you receive from us. 11  Item 16 – Investment Discretion Clients typically grant LCM the authority to determine what securities will be purchased, retained or sold in the client's account. Any discretionary authority accepted however is subject to the client’s risk profile and investment objectives and may be limited by any other limitations provided by the client in writing. LCM will not exercise any discretionary authority until it has been given authority to do so in writing. Such authority is granted in the written agreement between LCM and the client, and in the written agreement with the third party custodian. Item 17 – Voting Client Securities The firm does not vote proxies related to client securities but will provide clients with assistance upon request. Item 18 – Financial Information Registered investment advisers are required in some cases to provide certain financial information and disclosures about financial condition. For example, if the firm requires prepayment of fees for six months in advance, has custody of client funds, or has a condition that is reasonably likely to impair its ability to meets it contractual commitments to its clients, it must provide financial information and make certain disclosures. LCM has no financial or operating conditions which trigger such additional reporting requirements. 12