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MB Family Advisors, LLC
th
757 Third Avenue, 12
Floor
New York, NY 10017
212-396-4733
March 10, 2025
This brochure (the “Brochure”) provides information about the qualifications and business practices
of MB Family Advisors, LLC. The information contained herein has not been approved or verified by
the United States Securities and Exchange Commission (the “SEC”) or by any state securities
authority. The delivery of this Brochure at any time does not imply that the information contained
herein is correct as of any time subsequent to the date shown above.
If you have any questions about the contents of this Brochure, please contact our Chief Compliance
Officer, Mark Berman, at 212-396-4733 or markb@mbfamadvisors.com. Additional information can
also be found on the SEC’s website at www.adviserinfo.sec.gov.
Material Changes
There have been no material changes to this Brochure since it was previously filed with the date of
March 1, 2024.
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Table of Contents
Advisory Business ......………………………………………………………………………………………………………..3
Fees and Compensation ..…………………………………………………………………………………………………..3
Side-by-side Management and Allocation Policy ……………………………………………………………….. 4
Types of Clients …………………………………………………………………………………………………………….......5
Investment Strategies and Risk of Loss ……………………………………………………….………………….......5
Fund of Funds …..
…………..……….….………………………………………………….………………………...5
Separately Managed Accounts.
…..…………………………….…………….…………………………………7
Cybersecurity Risks. …………………..
……………………………….…………….…………….………………....8
Disciplinary Information ……………………………………………………………………………………………………9
Financial Industry Affiliations …………………………………………………………………………………………….9
Code of Ethics and Personal Trading Policies ………………………………………………….……………..........9
Brokerage Practices …………………………………………………………………………………………………………...10
Soft Dollar Benefits
…………………………………………………………………………………………..……..10
Directed Brokerage
………………………………………………………………………………….…………......10
Review of Accounts ……………………………………………………………………………………………………………11
Client Referrals ………………………………………………………………………………………………………….………11
Custody ………………………………………………………………………………………………………………….………….11
Investment Discretion ………………………………………………………………………………………………….…….12
Proxy Voting Policy ………………………………………………………………………………………………………..…..12
Financial Information ……………………………………………………………………………………………………..…..12
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ADVISORY BUSINESS
MB Family Advisors, LLC (“MB Advisors”) is an investment management company which provides
investment advisory services to private investment funds and discretionary and non-discretionary
separately managed accounts.
Founded in 2008, MB Advisors currently has approximately $195 million in assets under
management, consisting of $54.3 million of discretionary assets under management and $140.4
million of non-discretionary assets under management, in each case, as of January 1, 2025.
Mark Berman is the founder and sole owner of MB Advisors.
MB Advisors currently provides investment advisory services to qualified individuals and entities
through: (i) MB Dislocation Opportunity Fund, LP (“MB Dislocation Fund” or the “Fund”), a fund of
funds which invests primarily in collective investment vehicles (including fund of funds, registered
and unregistered investment funds and exchange traded funds) and managed accounts that are
managed by a number of independent portfolio managers, in each case, specializing in, among other
potential strategies, credit, equities (including international and emerging market equities),
arbitrage (merger, convertible, volatility, crypto currency and/or other arbitrage strategies), options,
warrants and other derivatives, quantitative trading strategies (including managed futures),
distressed debt, currencies, convertible securities, structured finance (including asset backed
securities and/or mortgage debt and other forms of structured finance like collateralized loan
obligations (CLO’s), collateralized debt obligations (CDO’s), residential mortgage-backed securities
(RMBS), commercial mortgage-backed securities (CMBS) etc.), life settlements and other longevity
strategies, global macro investing, multi-strategy investing, SPAC’s, Bitcoin, Etherium and other
crypto currencies, master limited partnerships, gold, silver and other precious metals (including
shares of mining companies), other commodities, long/short equity, event driven, activist, private
credit, direct lending, municipal finance, fixed income (including without limitation international
and/or emerging market fixed income), insurance and reinsurance strategies and/or other strategies
that MB Advisors believes are appropriate for the current investment environment (it being
understood that the MB Dislocation Fund will not generally be invested in all the aforementioned
strategies), and (ii) separately managed accounts which are tailored to the investment objectives of
individual clients. As of the date of this Brochure, each of the separately managed accounts is
pursuing an investment strategy reasonably similar to (although in some cases meaningfully broader
or narrower than) the investment strategy of MB Dislocation Fund although in the future different
strategies may be pursued in separately managed accounts.
FEES, COMPENSATION AND RESEARCH EXPENSES
MB Advisors generally charges management fees of up to 1.25% per annum on client assets (although
in the future may negotiate different or higher management fee arrangements with clients which
would be memorialized in each client’s investment management agreement with MB Advisors).
Management fees are charged quarterly and are generally paid in advance. For discretionary
accounts, Management fees are generally withdrawn from each client’s account. For non-
discretionary accounts, Management fees are generally invoiced and paid by the client. Clients are
generally not eligible for partial refunds in the case of early withdrawals, but specific details are set
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forth in each respective client’s limited partnership agreement, investment management agreement
and/or confidential private placement memoranda. “Client” as used herein shall refer to MB
Dislocation Fund, a separately managed account client and/or an investor in such funds or accounts,
as appropriate.
Brokerage Practices
All clients will incur third-party brokerage commissions and other transaction costs directly (or, in
the case of the MB Dislocation Fund and separately managed accounts pursuing a similar strategy,
section below. Clients invested
indirectly), as explained in further detail in the
in collective investment vehicles (many of which are commonly referred to as hedge funds or private
equity funds) incur both management fees, performance fees and fund expenses as disclosed in the
underlying fund’s private placement memorandum, charged by the managers of such collective
investment vehicles (in most cases management fees typically range from 1%-2% and performance
fees typically range from 10% to 30%; but on occasion management and performance fees can be
substantially higher or lower than these typical arrangements). Additional third-party costs borne
by clients may include: tax preparation fees; administrator fees; legal fees; auditing fees; consulting
and other professional fees and expenses; research, due diligence and investment related costs and
expenses; and liability insurance for MB Dislocation Fund and MB Advisors and its members, officers
and employees (including errors and omissions and directors and officers liability insurance), as well
as cyber insurance for MB Dislocation Fund and MB Advisors. MB Dislocation Fund may incur
expenses that benefit MB Advisors and the general partner of such Fund. In all cases, details
concerning applicable fees and expenses are set forth in each respective client’s limited partnership
agreement, investment management agreement and/or confidential private placement memoranda.
The general partner to the MB Dislocation Fund generally charges a performance fee of 5% of net
profits. Separately managed account performance fees, if any, are negotiated on a case by case basis.
Performance-based fees are drawn from clients’ accounts either in the form of an incentive fee or a
performance allocation (sometimes referred to as a “carried interest”), and are generally paid or
allocated either to MB Advisors or an affiliate. Performance-based fees may be subject to (i) a loss
carryforward (sometimes referred to as a “high water mark”) whereby losses in any given period are
recorded and carried forward and such fees are collected only when subsequent profits exceed such
losses and (ii) a preferred return (sometimes referred to as a “hurdle rate”) whereby the
performance-based fees are collected only after a client has achieved a certain rate of return on its
investment. The MB Dislocation Fund’s performance fee is not subject to a hurdle rate.
When (i) MB Dislocation and (ii) separately managed account clients and/or Mark Berman or his
family each invest in the same underlying investment within 3 months of each other, to the extent
there are research or similar expenses in connection with such investment, such expenses will be
shared pro rata between MB Dislocation and MB Advisors based on the amount that MBDOF invests
and the amount in aggregate that all SMA clients and all related persons (e.g. Mark Berman and
family) invest, respectively, in the applicable underlying investment, for the 3-month period
beginning on the date of initial investment by MB Dislocation or an SMA client, whomever invests
first. In the event that SMA clients or related persons invest subsequent to such 3-month period, its
possible MB Advisors will benefit from MB Dislocation disproportionately bearing the burden of such
expense.
SIDE-BY-SIDE MANAGEMENT AND ALLOCATION POLICY
Because MB Advisors has multiple clients, at times it may need to allocate investment opportunities
of limited availability across its clients’ accounts. In such situations, some accounts may offer higher
management and performance-based fee potential than others. MB Advisors has an incentive to
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favor accounts for which it receives higher performance-based fees since it may receive a greater
profit if the investment generates a positive return. To seek equitable treatment of all clients
irrespective of such fee considerations, MB Advisors has adopted an allocation policy that sets out
the criteria for determining allocations, the most important of which are each client’s investment
objective and strategy, risk exposure, risk tolerance, liquidity preferences, existing portfolio
composition and available liquidity. These determinations often require subjective assessments by
MB Advisors.
TYPES OF CLIENTS
Advisory Business
As discussed in the
section above, MB Advisors currently provides investment
advisory services to qualified individuals and entities through: (i) MB Dislocation Fund, a fund of
funds which invests primarily in collective investment vehicles (including fund of funds, registered
and unregistered investment funds and exchange traded funds) and managed accounts that are
managed by a number of independent portfolio managers, in each case, specializing in, among other
potential strategies, credit, equities (including international and emerging market equities),
arbitrage (merger, convertible, volatility, crypto currency and/or other arbitrage strategies), options,
warrants, quantitative trading strategies (including managed futures), distressed debt, currencies,
convertible securities, structured finance (including asset backed securities and/or mortgage debt
and other forms of structured finance like collateralized loan obligations (CLO’s), collateralized debt
obligations (CDO’s), residential mortgage-backed securities (RMBS), commercial mortgage-backed
securities (CMBS) etc), life settlements and other longevity strategies, global macro investing, multi-
strategy investing, SPAC’s, Bitcoin, Etherium and other crypto currencies, master limited
partnerships, gold, silver and other precious metals (including shares of mining companies), other
commodities, long/short equity, event driven, activist, private credit, direct lending, municipal
finance, fixed income (including without limitation international and/or emerging market fixed
income), insurance and reinsurance strategies and/or other strategies that MB Advisors believes are
appropriate for the current investment environment (it being understood that the MB Dislocation
Fund will not generally be invested in all the aforementioned strategies), and (ii) separately managed
accounts which are tailored to the investment objectives of individual clients.
As of the date of this Brochure, each of the separately managed accounts is pursuing an investment
strategy reasonably similar to (although in some cases meaningfully broader or narrower than) the
investment strategy of MB Dislocation Fund although in the future different strategies may be
pursued in separately managed accounts. Investors in MB Dislocation Fund and the separately
managed accounts are subject to certain minimum investment amounts, which can be waived by MB
Advisors and its affiliates in their discretion. Such minimums vary depending on whether an investor
invests through the Fund or a separately managed account and the details of such minimum
investment amounts are in each respective client’s limited partnership agreement, investment
management agreement and/or confidential private placement memoranda.
INVESTMENT STRATEGIES AND RISK OF LOSS
Fund of Funds
MB Dislocation Fund is a fund of funds which invests primarily in collective investment vehicles
(including fund of funds, registered and unregistered investment funds and exchange traded funds)
and managed accounts that are managed by a number of independent portfolio managers, in each
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case, specializing in, among other potential strategies, credit, equities (including international and
emerging market equities), arbitrage (merger, convertible, volatility, crypto currency and/or other
arbitrage strategies), options, warrants and other derivatives, quantitative trading strategies
(including managed futures), distressed debt, currencies, convertible securities, structured finance
(including asset backed securities and/or mortgage debt and other forms of structured finance like
collateralized loan obligations (CLO’s), collateralized debt obligations (CDO’s), residential mortgage-
backed securities (RMBS), commercial mortgage-backed securities (CMBS) etc), life settlements and
other longevity strategies, global macro investing, multi-strategy investing, SPAC’s, Bitcoin, Etherium
and other crypto currencies, master limited partnerships, gold, silver and other precious metals
(including shares of mining companies), other commodities, long/short equity, event driven, activist,
private credit, direct lending, municipal finance, fixed income (including without limitation
international and/or emerging market fixed income), insurance and reinsurance strategies and/or
other strategies that MB Advisors believes are appropriate for the current investment environment
(it being understood that the MB Dislocation Fund will not generally be invested in all the
aforementioned strategies).
MB Dislocation Fund’s investment strategy involves a number of material risks. These risks include,
among many others, the ability of the investment managers to the underlying investment funds and
managed accounts to correctly implement their respective investment and trading strategies. To do
so, these investment managers must correctly assess the quality of issuers of debt and equity and/or
assess future price movements of credit instruments, equity instruments, loans, stocks, bonds,
options, warrants, currencies (including crypto currencies), real estate and other assets and/or
securities, life expectancies (in the case of life settlements), insurance claims, as well as the
movements of interest rates and other macro factors, among many other variables.
Risks are not limited to market price movements (i.e. movements in the direction of prices of e.g.
stocks, bonds, interest rates, loans etc.). There are also risks related to the partnership structure of
MB Dislocation Fund and the underlying collective investment vehicles, limited liquidity rights
(including the right of underlying investment vehicles to suspend investor withdrawal rights and/or
to “side pocket” investments), use of high leverage by the underlying collective investment vehicles,
concentration of investment(s), regulatory risks (including without limitation with respect to crypto
currency related regulation) and conflicts of interest, among other risks. These risks exist both for
investors in MB Dislocation Fund and separately managed account clients.
Risk of Loss
Investing in securities and/or collective investment vehicles like hedge funds involves risk of
substantial loss that clients should be prepared to bear. All investments in securities and other
financial investments involves substantial risk of volatility arising from numerous factors that are
beyond the control of MB Advisors and alternative investment managers utilized by MB Advisors,
including market conditions, changing domestic or international economic or political conditions,
changes in tax laws and government regulation and other factors.
Risk of Epidemic Outbreak (an “Epidemic Outbreak)
An epidemic outbreak and reactions to such an outbreak could cause uncertainty in markets and
businesses, including MB Advisor’s business, and may adversely affect the performance of the
Underlying Investment Vehicles that MB Advisor clients and the MB Dislocation Fund are invested
in. An Epidemic Outbreak could adversely affect the global economy, including causing market
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volatility, market and business uncertainty and closures, supply chain and travel interruptions, the
need for employees and vendors to work at external locations, and extensive medical absences. MB
Advisors has policies and procedures to address known situations, but because a large epidemic may
create significant market and business uncertainties and disruptions, not all events that could affect
MB Advisor’s business and/or the markets can be determined and addressed in advance.
A more complete discussion of the investment objective, strategy and risks involved for the
MB Dislocation Fund is contained in its Confidential Private Placement Memorandums and
particularly the Risk Factors sections
should be read by all prospective investors carefully
therein
,
.
An investment in MB Dislocation Fund comes with a high risk of substantial loss. Prospective
investors should carefully review the Risk Factors section of the Fund(s)’ Confidential Private
Placement Memorandum (referred to herein as the “PPM”).
Separately Managed Accounts
Separately managed accounts are tailored to the investment objectives of individual clients. As of the
date of this Brochure, each of the separately managed accounts is pursuing an investment objective
strategy reasonably similar to (although in some cases meaningfully broader or narrower than) those
of MB Dislocation Fund. The investment objective and strategy of each separately managed account
is discussed in advance with each client.
Clients of MB Advisors that have separately managed accounts invest primarily in collective
investment vehicles (including fund of funds, registered and unregistered investment funds and
exchange traded funds) and managed accounts that are managed by one or a number of independent
portfolio managers, in each case, specializing in, among other potential strategies, one or more of
credit, equities (including international and emerging market equities), arbitrage (merger,
convertible, crypto currency, volatility and/or other arbitrage strategies), options, warrants and
other derivatives, quantitative trading strategies (including managed futures), distressed debt,
currencies, convertible securities, structured finance (including asset backed securities and/or
mortgage debt and other forms of structured finance like collateralized loan obligations (CLO’s),
collateralized debt obligations (CDO’s), residential mortgage-backed securities (RMBS), commercial
mortgage-backed securities (CMBS) etc), life settlements and other longevity strategies, global macro
investing, multi-strategy investing, SPAC’s, Bitcoin, Etherium and other crypto currencies, master
limited partnerships, gold, silver and other precious metals (including shares of mining companies),
other commodities, long/short equity, event driven, activist, private credit, direct lending, municipal
finance, fixed income (including without limitation international and/or emerging market fixed
income), insurance and reinsurance strategies and/or other strategies that MB Advisors believes are
appropriate for the current investment environment (it being understood that managed accounts
may be invested in only one or more of the aforementioned strategies).
Separately managed accounts managed by MB Advisors have a number of material risks. These risks
include, among many others, the ability of the investment managers to the underlying investment
fund(s) and managed account(s) to correctly implement their respective investment and trading
strategies. To do so, these investment manager(s) must correctly assess the quality of issuers of debt
and equity and/or assess future price movements of credit instruments, equity instruments, loans,
stocks, bonds, options (and other derivatives), warrants, currencies (including crypto currencies),
real estate and other assets and/or securities, life expectancies (in the case of life settlements),
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insurance claims, as well as the movements of interest rates and other macro factors, among many
other variables.
.
.
Risks for separately managed account holders are not limited to market price movements (i.e.
movements in the direction of prices of e.g. stocks, bonds, interest rates etc.). Separately managed
accounts managed by MB Advisors may lack diversification (and in some cases may be limited to a
single strategy or even a single stock or credit instrument), which adds substantial risk to an
investment. Many or most of these investments are in private partnerships (frequently referred to
as hedge funds or private equity funds) which have much more limited liquidity than traditional
stocks and bonds (and many of these funds have the right to suspend investor withdrawal rights
and/or “side pocket” investments) as well as other risks, including use of high leverage, regulatory
risks (including without limitation with respect to crypto currency related regulation) and conflicts
of interest among many others. The risk of an Epidemic Outbreak (as described above) exists for
both separately managed accounts as well as MB Dislocation Fund.
The risk factors set forth above (and in the PPM) for MB Dislocation Fund will generally apply
to a separately managed account pursuing a substantially similar investment objective and
strategy to the Fund
For separately managed account investors, a more complete discussion
of the investment objective, strategy and risks involved for each investment is contained in
the Private Placement Memorandum, Offering Document, prospectus or similar document or
Investment Guidelines applicable to each underlying investment made by the separately
managed account holder, and these documents should be read carefully by all separately
managed account holders, particularly the Risk Factors sections therein
Investment in the
underlying collective investment vehicles recommended by MB Advisors to separately
managed accounts comes with a high risk of substantial loss.
Cybersecurity Risks
MB Advisors’ information and technology systems may be vulnerable to damage or interruption from
computer viruses, network failures, computer and telecommunication failures, infiltration by
unauthorized persons and security breaches, usage errors by its professionals, power outages and
catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although MB
Advisors has implemented various measures to manage risks relating to these types of events, if these
systems are compromised, become inoperable for extended periods of time or cease to function
properly, MB Advisors may have to make a significant investment to fix or replace them. The failure
of these systems and/or of disaster recovery plans for any reason could cause significant
interruptions in MB Advisors’ operations and result in a failure to maintain the security,
confidentiality or privacy of sensitive data, including personal information relating to clients and
investors (and the beneficial owners of investors). Such a failure could harm MB Advisors’ reputation
or subject it or its affiliates to legal claims and otherwise affect their business and financial
performance. Additionally, any failure of MB Advisors’ information, technology or security systems
could have an adverse impact on its ability to manage the Fund and separately managed accounts
referred to herein.
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DISCIPLINARY INFORMATION
MB Advisors does not believe that it or any of its members, officers, employees or affiliates have been
involved in any legal or regulatory action, or other disciplinary event that is material to an investor’s
or prospective investor’s evaluation of its investment advisory business.
FINANCIAL INDUSTRY AFFILIATIONS
MB Advisors has an affiliated entity which is MB Dislocation GP, LLC, the general partner to MB
Dislocation Fund.
In addition, Mark Berman, Managing Member of MB Advisors, has outside business interests. Mr.
Berman beneficially owns a small minority equity interest in Whitestone Home Furnishings, LLC (dba
as “Saatva”), a private e-commerce company. Mr. Berman joined the Saatva Board of Directors in
March 2018 and is an active Board member and adviser frequently providing strategic advice to
Saatva. Mr. Berman does not believe sitting on the Board and advising Saatva prevents him from
fulfilling his responsibilities at MB Advisors. Mr. Berman periodically explores other potential
outside business interests as well and is an active investor (including in private companies).
CODE OF ETHICS AND PERSONAL TRADING POLICIES
MB Advisors maintains a code of ethics which includes policies regarding the trading of securities in
personal brokerage or similar accounts by its principals and employees. The code of ethics does not
restrict principals and employees of MB Advisors from maintaining or trading in such accounts, but
establishes that any activity that either abuses or attempts to abuse confidential knowledge is
considered a violation of the foundation of trust upon which MB Advisors’ business is built and is
strictly prohibited. All principals and employees of MB Advisors are required to submit annual
reports on all securities holdings and quarterly reports on all security transactions in accounts they
control, either directly or indirectly. Submitted reports are reviewed by the Chief Compliance Officer
or his delegate. Violations of such policies are punishable by sanctions, including termination of
employment.
MB Advisors and its affiliates (including Mark Berman) do not have any obligation to devote their full
time to the business of any private investment fund or separately managed(s) account referred to
herein. Each is only required to devote such time and attention to the affairs of such funds and
accounts as it decides is appropriate, and each may engage in other activities or ventures, including
competing ventures and/or unrelated employment, which result in various conflicts of interest
between it and such funds and accounts. As noted above, Mark Berman does have outside business
interests which he devotes meaningful professional time to (discussed above in the Financial
Industry Affiliations section).
A copy of MB Advisors’ code of ethics is available by contacting the Chief Compliance Officer at the
number or address listed on the cover of this Brochure.
In addition, Mark Berman and/or his affiliates, frequently (but not always) invest in some of the same
underlying collective investment vehicles and/or other investments, recommended by MB Advisors
to the clients of the separately managed account and the MB Dislocation Fund, on terms no more
favorable than available to MB Advisors’ clients.
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BROKERAGE PRACTICES
With respect to MB Dislocation Fund and those separately managed accounts that pursue the fund of
funds investment strategy, the managers to the underlying investment funds and managed accounts
have discretion over the selection of brokers used for securities transactions for such funds and
accounts. The selection of brokers by MB Advisors or the managers to the underlying investment
funds and managed accounts, as relevant, may take into account the following factors, among others:
the ability to effect prompt and reliable executions at favorable prices (including the applicable
dealer spread or commission, if any); the operational efficiency with which transactions are effected,
taking into account the size of order and difficulty of execution; the financial strength, integrity and
stability of the broker; the broker’s risk in positioning a block of securities; the quality,
comprehensiveness and frequency of available brokerage, research and other products and services
considered to be of value; and the competitiveness of commission rates in comparison with other
brokers satisfying the other selection criteria.
Soft Dollar Benefits
The term “soft dollars” refers to the receipt by an investment manager of products and services
provided by brokers, without any cash payment by the investment manager, based on the volume of
brokerage commission revenues generated from securities transactions executed through those
brokers on behalf of the investment manager’s clients. Section 28(e) of the Securities Exchange Act
of 1934, as amended (“Exchange Act”), provides a “safe harbor” to investment managers who use soft
dollars generated by their advised accounts to obtain brokerage and research products and services.
Brokerage products and services must relate to the execution, clearance and settlement of trades.
Research products and services must provide lawful and appropriate assistance to the investment
manager in the performance of investment decision-making responsibilities. MB Advisors and its
affiliates do not currently anticipate using soft dollars with respect to the Fund and those separately
managed accounts that pursue an investment strategy similar to the Fund (or any current separately
managed account); provided, that if they use soft dollars they will stay within the safe harbor afforded
by Section 28(e) of the Exchange Act. With respect to MB Dislocation Fund and those separately
managed accounts that pursue the fund of funds investment strategy, the managers to the underlying
investment funds and managed accounts have discretion to use soft dollars both within and outside
of the safe harbor afforded by Section 28(e) of the Exchange Act.
The use of brokerage commissions to obtain brokerage and research products and services and to
pay for products and services that fall outside of the safe harbor afforded by Section 28(e) of the
Exchange Act creates a conflict of interest because the client may ultimately pay for products and
services that are not exclusively for the benefit of the client and that may be primarily for the benefit
of MB Advisors, its affiliates or other clients or, in the case of MB Dislocation Fund and those
separately managed accounts that pursue the fund of funds investment strategy, the managers to the
underlying investment funds and managed accounts, their affiliates and the clients of such managers .
Directed Brokerage
MB Advisors and its affiliates may permit clients with separately managed accounts to direct
execution of transactions in their accounts to specific broker-dealers. Such clients will generally be
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reminded, if applicable, that their direction may prevent MB Advisors and its affiliates from achieving
“best execution” and therefore end up costing the client more money.
REVIEW OF ACCOUNTS
Client accounts are reviewed on a periodic basis by the Chief Compliance Officer, depending on
activity in the account and the frequency of client reporting. Investors in MB Dislocation Fund receive
written or emailed statements containing individual unaudited net asset values on a quarterly basis,
as well as audited financial statements on an annual basis, from such Fund’s independent fund
administrator, as set forth in the terms of the Fund’s Confidential Private Placement Memorandum.
Clients with separately managed accounts receive periodic written or emailed statements containing
performance information, as well as such other information if applicable as deemed appropriate by
the manager of applicable underlying investment vehicles and/or as agreed upon in the relevant
investment management agreement. These statements are sent by the custodian to such account or,
in the case of a separately managed account with a fund of funds investment strategy, by the
managers or administrators to the underlying funds or managed accounts into which such account
invests, and MB Advisors receives a duplicate statement from such custodians, managers or
administrators. MB Advisors may also send periodic written or emailed estimates or statements
directly to the separately managed account client; provided, that such estimates or statements
contain a statement recommending that the client compare such statements to those received from
the account’s custodian or, in the case of a separately managed account with a fund of funds
investment strategy, from the managers or administrators to the underlying funds or managed
accounts into which such account invests.
CLIENT REFERRALS
MB Advisors and its affiliates do not currently have any arrangements with unaffiliated third parties
whereby compensation is paid for referring clients to MB Advisors’ private investment funds or
separately managed accounts. However, it has in the past and may in the future have such
arrangements. In such case, the payments would be based on a percentage of management fees,
performance-based fees, or some combination thereof, earned by MB Advisors or its affiliates with
respect to such client. Because such arrangements contain inherent conflicts of interests between
the referring party, on the one hand, and the client, on the other, MB Advisors and its affiliates
discloses these conflicts to clients when applicable.
CUSTODY
MB Advisors is considered to have custody of certain client assets as a result of its affiliate acting as
general partner to MB Dislocation Fund. MB Advisors will send audited financial statements,
prepared in accordance with GAAP, to each investor in MB Dislocation Fund within 180 days after
such Fund’s fiscal year-end. In addition, actual custody of each client’s assets is maintained at a
qualified custodian. Clients should carefully review all account statements and compare any received
from MB Advisors or its affiliates with those received directly from its designated administrators or
custodians. For separately managed account clients, MB Advisors does not have custody of their
assets.
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INVESTMENT DISCRETION
MB Advisors provides investment advisory services to private investment funds and discretionary
and non-discretionary separately managed accounts. With respect to MB Dislocation Fund, MB
Advisors generally has discretionary investment authority to determine: the strategies pursued; the
securities (including underlying investment funds in the case of MB Dislocation Fund and separately
managed accounts pursuing a similar strategy) bought and sold and in what quantities; the amount
of leverage employed; the broker-dealer used, if applicable; and the commission rates to pay, among
other things. The specific terms of the scope of MB Advisors’ discretion is detailed in the limited
partnership agreement, investment management agreement and/or confidential private placement
memoranda. For the avoidance of doubt, MB Advisors does not have any discretionary investment
authority over (i) the collective investment vehicles (including fund of funds, registered and
unregistered investment funds and exchange traded funds) and (ii) managed accounts managed by
independent portfolio managers, in each case, into which MB Dislocation Fund and separately
managed accounts that pursue such strategy invest. MB Advisors currently does not have discretion
over separately managed accounts.
PROXY VOTING POLICY
MB Advisors does not vote proxies on behalf of its clients.
FINANCIAL INFORMATION
MB Advisors and its affiliates have no financial condition to disclose that is reasonably likely to impair
their ability to meet contractual commitments to their clients. Additionally, neither MB Advisors nor
its affiliates have been the subject of a bankruptcy petition during the past ten years.
For questions or requests for additional information, please contact Mark Berman, the Chief
Compliance Officer at the number or address listed on the cover of this Brochure.
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