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A.G.P. / ALLIANCE GLOBAL PARTNERS, LLC
Form ADV Part 2A – Disclosure Brochure
October 30, 2025
Corporate Headquarters
88 Post Road West, 2nd Floor
Westport, CT 06880
(800) 727-7922
allianceg.com
www.EPCAdvisorsGroup.com
www.lundbladefinancialgroup.com
www.allianceglobalplanning.com
https://BoatmanFinancial.com
https://lowellnewman.com
https://www.allianceg.com/the-ses-group/
www.planzoldan.com
www.salvatorerenzo.com
https://agplowcountry.com
https:agpfinancialdistrict.com
https://www.abcwealthmanagement.com
https://www.coleaaronson.com
https://www.pinzkerandassociates.com
https://www.kscapital.com
www.NTSBearing.com
https://www.vanpeltandcompany.com
This brochure provides information about the qualifications and business practices of A.G.P. /
Alliance Global Partners, LLC. If you have any questions about the contents of this brochure,
please contact us at (800) 727-7922 or by email at JVenezia@allianceg.com. The information in
this brochure has not been approved or verified by the United States Securities and Exchange
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
1
Commission (“SEC”) or by any state securities authority. Registration with the SEC or with any
state securities authority does not imply a certain level of skill or training.
Additional information about us may be found at the SEC's website www.adviserinfo.sec.gov. You
can search this site by a unique identifying number, known as a CRD number. Our firm's CRD
number is 8361.
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
2
Item 2 – Material Changes
The purpose of this page is to inform you of material changes since the last annual update to this
brochure. If you are receiving this brochure for the first time, this section may not be relevant to
you.
A.G.P. / Alliance Global Partners, LLC (“A.G.P.”) reviews and updates our brochure at least
annually to confirm that it remains current. This section of the brochure discusses only the material
changes A.G.P. made to the brochure since the last annual update on September 30, 2024. These
changes reflect the following:
1.
In Item 5, under Additional Fees and Expenses, and Other Conflicts of Interest, we
have clarified the Firm’s practices regarding the mark-up of transaction fees (referred to as
“service fees”) and the related conflicts of interest.
Items 4, 8 and 10 have been updated to remove references to Peter Schiff while still
2.
acknowledging any conflicts associated with EPAM.
In Item 9, we added a disciplinary event against the Firm and removed an aged disciplinary
3.
event from 2015 as it is no longer reportable.
Item 14 was updated to include a disclosure of Promoter or referral arrangements that
4.
A.G.P. has entered into.
5.
In addition, we have made non-material changes to clarify or enhance existing disclosures.
The
addition
the website
addresses, www.NTSBearing.com
and
6.
of
https://www.vanpeltandcompany.com to the cover page.
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
3
Item 3 -Table of Contents
Item 2 – Material Changes........................................................................................................... 3
Item 3 - Table of Contents ........................................................................................................... 4
Item 4 – Advisory Business ......................................................................................................... 5
Item 5 – Fees and Compensation .............................................................................................. 12
Item 6 – Performance-Based Fees and Side-By-Side Management ........................................... 19
Item 7 – Types of Clients ........................................................................................................... 20
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...................................... 20
Item 9 – Disciplinary Information ................................................................................................ 28
Item 10 – Other Financial Industry Activities and Affiliations ....................................................... 29
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
. ................................................................................................................................................ 32
Item 12 – Brokerage Practices ................................................................................................... 35
Item 13 – Review of Accounts ................................................................................................... 37
Item 14 – Client Referrals and Other Compensation .................................................................. 37
Item 15 – Custody ..................................................................................................................... 42
Item 16 – Investment Discretion ................................................................................................ 42
Item 17 – Voting Client Securities .............................................................................................. 43
Privacy Policy Statement ........................................................................................................... 44
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
4
Item 4 – Advisory Business
A. Description of the Advisory Firm
A.G.P. / Alliance Global Partners, LLC (also referred to as “A.G.P.”, “we”, “our”, “us” or the “firm”
throughout this brochure) is an SEC-registered broker-dealer and investment adviser with its
principal place of business located in Westport, Connecticut. A.G.P. is a privately held New York
Limited Liability Company, wholly owned by Alliance Global Holdings, Inc. Alliance Global
Holdings, Inc. is principally owned and controlled by Phil Michals, Raffaele Gambardella, and the
David Bocchi Family Trust (for which Mr. Bocchi is the Trustee).
A.G.P.’s broker-dealer component is a member of the Financial Industry Regulatory Authority
(“FINRA”), with which it has maintained its license since 1980. A.G.P. became registered as an
investment adviser with the U.S. Securities and Exchange Commission (“SEC”) in June 2009,
under its former name (Euro Pacific Capital, Inc.). Following the acquisition of the firm in 2018,
“Euro Pacific Capital” emerged as a division of the firm, now called EPC Advisors Group (“EPC”),
which maintains a focus in international investing. A.G.P. endeavors to continue to expand its
focus, offering clients a broader spectrum of services through an open architecture platform, while
maintaining a stronghold in the field of international investing. We seek to engender a deep and
dynamic level of service and commitment to clients of all sizes and stripes.1
is provided on Part 1 of our Form ADV, which
A.G.P. has full-service capabilities with a global reach and the ability to trade domestically and
internationally, offering retail and institutional services, as well as capital markets and investment
banking. Our management has over a century of professional experience in financial services and
embraces a commitment to excellence that represents an alliance prepared to meet the
challenges of the future today. Further information regarding A.G.P.’s products, structure and
is available online at
composition
http://www.adviserinfo.sec.gov and upon request. We also invite you to visit our website
www.allianceg.com for additional information.
Since A.G.P. is dually registered with the SEC as both a broker-dealer and a registered investment
adviser, an A.G.P. investment adviser representative (“A.G.P. IAR” or “our IAR”) may also be
registered as a general sales representative (or a registered representative) with A.G.P.’s broker-
dealer. Therefore, A.G.P.’s IAR may be able to offer clients both investment advisory and
brokerage services. Clients should speak to their A.G.P. IAR to understand the different types of
services available through A.G.P. Please visit our website and reference our Regulation Best
Interest Disclosure for important information concerning the scope and terms of our brokerage
services and details of conflicts of interest that arise through our delivery of brokerage services.
This brochure is limited to describing the investment advisory services we provide to clients.
B. Advisory Services Offered
A.G.P. offers the following advisory services to our clients who have entered into a contract with
A.G.P. for investment advisory services. These services consist of Individual Portfolio
Management, Sub-Advisory Program, Third-Party Management Program using third-party money
managers and Retirement Plan Programs.
1 A.G.P. does not provide specific legal or tax related advice and clients should consult their independent tax and/or
legal practitioners for such advice.
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5
Portfolio Adviser II Program
A.G.P. provides asset management of client funds based on the individual needs of the client.
Through personal discussions in which goals and objectives based on the client's particular
circumstances are established, we develop the client's personal investment strategy. We create
and manage a portfolio (which can include managing the sub-accounts of variable annuities)
based on our agreed upon strategy. During our data-gathering process, we determine the client’s
individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we may
also review and discuss a client’s prior investment history, as well as family composition and
background.
We manage these advisory accounts either on a non-discretionary or discretionary basis as
determined with each client. Account supervision is guided by the client's stated objectives (i.e.,
preservation of capital, income, growth and income, growth, or speculation). Clients may advise
the A.G.P. IAR of reasonable restrictions on investing in certain securities, types of securities, or
industry sectors, which the A.G.P. representative takes into consideration when making
recommendations or making changes to the client’s portfolio. Once the client's portfolio has been
established, we review the portfolio on a regular basis, and if necessary, rebalance the portfolio
on a regular basis, all in accordance with the client's individual needs and reasonable restrictions.
We generally meet with our clients to conduct these reviews, based on the client’s desire. We
strive to have these meetings on at least an annual basis, and more frequently if necessary, to
meet the client’s objectives.
Since A.G.P.’s IARs are also registered representatives of A.G.P.’s broker-dealer and may also
be insurance agents/brokers of various insurance companies, recommendations made in
connection with A.G.P.’s individual portfolio management services may be limited to only those
products approved by A.G.P. Consequently, other advisers may be able to provide the same or
similar service with a wider offering of products without the presence of these conflicts of interest.
A.G.P. may also occasionally utilize additional types of investments if your IAR believes they are
appropriate to address the individual needs, goals, and objectives of the client or in response to
client inquiry. For example, we may incorporate fixed income securities in a client’s portfolio. If
appropriate for the client’s overall situation, we may recommend that clients invest in other types
of securities such as mutual funds, exchange traded funds (“ETFs”), or different types of private
placements and other limited offerings, such as initial public offerings (“IPOs”). Private
placements/limited offerings are typically maintained in a separate brokerage account of the client
and are not part of the client’s managed advisory account. A.G.P. offers investment advice on any
investment held by the client at the start of the advisory relationship.
Co-Advisory and Sub-Advisory Programs with Third-Party Money Managers
(“Third-Party Management Program”)
A.G.P. provides additional investment advisory services with certain third-party money managers
who are registered as investment advisers at the state or federal level. These third-party money
managers are available through SMAs, sub-advisory or co-advisory programs (these programs
will be referred to hereinafter as “Third-Party Management Program”). These third-party money
managers are independent and unaffiliated with A.G.P.; however, A.G.P. has negotiated an
agreement with these third-party money managers to provide our clients the opportunity to have
their investment portfolios professionally managed by, or adopt the model portfolios utilized by,
these third-party money managers. When utilizing these third-party money manager programs,
clients retain individual ownership of all securities contained in the portfolios.
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Form ADV Part 2A – Disclosure Brochure
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A.G.P. and our IARs provide discretionary and non-discretionary portfolio management services
to clients under these third-party money manager programs. However, there are certain programs
which authorize the third-party money managers to utilize their full discretion, and other programs
which allow the third-party money managers to use their discretion only with respect to
“rebalancing” the portfolios. These programs that allow discretion to rebalance typically require
authorization from the clients for any and all other actions outside of the rebalance (please
reference your specific advisory agreement). A.G.P. IARs will discuss the ability of the third-party
money manager to use discretion with any and all of their clients that utilize these third-party
money manager programs.
Investment strategies and types of investments utilized by the third-party money managers will
vary. Through personal discussions with the client in which the client's goals and objectives are
established, we determine whether these types of third-party money manager programs (and
which Third-Party Management Program) are suitable to the client's circumstances. Factors
considered in making this determination of suitability include account size, risk tolerance, the
opinion of each client and the investment philosophy of the particular third-party money manager.
Among other things, the A.G.P. IAR will discuss the benefits of using the Third-Party Management
Program and provide the clients with paperwork that shows the various strategies and different
programs used by the third-party money manager along with the applicable corresponding fee
charged by the third-party money manager. Services included with the Third-Party Management
Program may include the initial selection of securities and allocations, selection of models based
on asset allocations or other analysis, performance monitoring, forward notices, direction and
instructions from the client to the third-party money manager, and/or other related services.
Account supervision is guided by the client's stated objectives (i.e., preservation of capital,
income, growth and income, growth, or speculation) as well as risk tolerance. Once the client's
portfolio has been established, the A.G.P. IAR will review the portfolio on a regular basis. Clients
in certain third-party money manager programs have the opportunity to place reasonable
restrictions on the types of investments to be held in their account, but it is up to the client and the
A.G.P. IAR to review the account with respect to such restrictions and to advise the specific Third-
Party Management Program if certain securities must be liquidated because of the restrictions.
Some third-party money managers do not allow restrictions, please discuss with your IAR.
When utilizing a Third-Party Management Program, A.G.P. and A.G.P.’s IAR will provide
investment advice and act as a fiduciary. This involves providing specific investment advice or
recommendations regarding investments with these third-party money manager programs. If the
client is interested in the use of the third-party money manager to assist the client with the
investments in the client’s portfolio, the client will enter into an agreement with A.G.P. outlining
our role and responsibilities. The clients may also be asked to enter into an investment advisory
agreement with the third-party money manager. The client’s agreement with the third-party money
manager may provide, depending on the program, certain third-party money managers with (i)
trading discretion to determine which products to purchase, sell and/or exchange on behalf of
clients without having to obtain prior approval for each transaction initiated; or (ii) trading discretion
to re-balance the portfolio in the account to match the model portfolios; or (iii) no trading discretion
with respect to the clients’ portfolio. A.G.P. and its IARs will advise their clients which of the above
discretionary actions would be applicable to the Third-Party Management Program selected by
the clients.
A.G.P. does not represent that the third-party money managers and/or Third-Party Management
Program will provide the highest performance or the lowest cost in providing such services. While
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
7
A.G.P. has performed due diligence with respect to the third-party money managers that it
recommends, A.G.P. makes no representation, express or implied, as to the quality of the services
to be provided by any of the third-party money managers to any particular client.
As discussed in Items 5 and 10 below, A.G.P. and our IARs only recommend third-party money
managers with which A.G.P. has an agreement for such services. Accordingly, there may be a
financial incentive for A.G.P. and our IARs to recommend certain third-party money managers
over others who do not have an agreement with A.G.P. Similarly, there are other third-party money
managers and/or programs that could provide similar services to clients at a lower cost. Thus,
A.G.P. and our IARs carefully discuss this with the client so that the client can make an informed
decision on whether or not to engage the third-party money manager as the client’s registered
investment adviser. The client should review the fees associated with the use of a third-party
money manager, in light of the services offered, to determine whether the client should utilize the
services of the recommended third-party money manager. The fees of these third-party money
managers are separate and distinct from the fees charged by A.G.P. as a Co-Adviser or Sub-
Adviser to the clients.
Financial Planning Services
A.G.P. will provide a written, customized financial plan consistent with client’s financial status,
investment objectives and tax status. A.G.P. will obtain the necessary financial data from the client
to prepare the financial plan. The financial plan may include information regarding retirement,
education, major purchases, long-term care needs, risk management and/or estate planning
issues. The specific items included in this plan will differ for each client and will be negotiated
between A.G.P. IARs and client prior to the signing of the Financial Planning Agreement.
Client will go through a comprehensive process to provide detailed information to A.G.P. Client
will also provide copies of documents (such as existing account statements) as are reasonably
requested in order to permit complete evaluation of client’s portfolio. Once client has received the
written financial plan, client will have the sole responsibility for determining whether to implement
the recommendations in the financial plan. The value and usefulness of the advisory services
provided by A.G.P. will be dependent upon information the client provides and upon the client’s
active participation in the formulation of investment objectives. During the course of the
engagement, client is obligated to immediately notify A.G.P. of any changes in client's personal
and financial situation.
Financial planning services will be charged on an hourly basis. Please refer to Item 5 for additional
details.
As previously discussed, A.G.P. is registered as both an investment advisor and a broker/dealer.
As a result, a potential conflict may arise between client’s interests and the interests of A.G.P. IAR
if client chooses to use A.G.P. as its broker/dealer to execute securities transactions. Client
understands that they are under no obligation to implement the financial plan by executing
transactions through A.G.P. If client chooses, at their sole discretion, to effect brokerage
transactions through A.G.P. those trades may generate fees for A.G.P. and commissions for
A.G.P. IAR that are in addition to and separate from the financial planning fee stipulated in
Financial Planning Agreement.
Retirement Plan Accounts
Through the programs listed above, accounts for retirement plans may be established to provide
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
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8
non-discretionary or administrative services. Each of these services is designed to assist plan
sponsors of employee benefit plans (“Sponsor” or “Sponsors” as the case may be) and their
participants.
When providing any non-discretionary investment advisory services, we will solely be making
investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority
or control over assets of the retirement plan. We agree to perform any non-discretionary
investment advisory services to the retirement plan, as a fiduciary, as defined in ERISA Section
3(21)(A)(ii) and will act in good faith and with the degree of diligence, care and skill that a prudent
person rendering similar services would exercise under similar circumstances.
When providing any administrative services, we may support the Sponsor with plan governance
and committee education; vendor management and service provider selection and review;
investment education; or provide plan participant non-fiduciary education services. We agree to
perform any administrative services solely in a capacity that would not be considered a fiduciary
under ERISA or any other applicable law.
Sub-Advisory Program through the EPC Division (“EPC Sub-Advisory Program”)
A.G.P. provides specialized investment advisory services through the EPC Advisors Group
Division (“EPC”, or the “EPC Sub-Advisory Program”). EPC offers investment management and
supervisory services to clients on a discretionary basis in separately managed accounts (“SMAs”).
EPC primarily recommends investments in international securities and certain domestic securities
with exposure to international markets. The EPC investment strategy appeals primarily to
customers who desire to diversify their overall portfolio by concentrating a portion of their finances
away from the U.S. dollar as a hedge against inflation and dollar devaluation; pursuant to this
goal, these funds may invest in foreign commodities, dividend-paying small-cap companies, and
precious metals, and executes orders directly on foreign exchanges, all of which necessarily
includes considerable risk.
When this type of advisory account is opened, EPC will perform an assessment of the client’s
financial information, which includes the client’s overall investment objectives, tax considerations,
risk tolerance and any investment restrictions the client may have. From there, EPC will develop
a written Investment Policy Statement (“IPS”) that reflects the client’s investment objectives and
performance goals for the assets to be managed, and also includes the client’s risk profile, liquidity
needs, general time horizon, tax considerations, legal considerations and any special investment
circumstances (Please note: EPC does not provide specific legal or tax related advice and clients
should consult their independent tax and/or legal practitioners for such advice). The IPS is then
used to implement and monitor the investments in a client’s account. Generally, EPC believes we
can best meet the financial needs of our clients by building a portfolio of investments that we
believe are best suited for the economic climate and in line with each IPS.
The EPC Division utilizes Euro Pacific Asset Management, LLC (“EPAM”), an unrelated
investment advisory firm, as sub-adviser for advisory client accounts serviced through the
EPC Division. In addition to acting as sub-adviser to certain A.G.P. separately managed and wrap
accounts, EPAM is the adviser to proprietary mutual funds (“Euro Pacific Funds” or “the Funds”)
that are also recommended to A.G.P. clients. A.G.P. has entered into a sub-advisory agreement
with EPAM to provide investment supervisory and management services for certain individual
clients of A.G.P. that are similar in investment strategy to the strategy of the Euro Pacific Funds.
EPC’s investment strategies are implemented in advisory client accounts primarily utilizing
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
9
foreign equities. The EPC strategy of foreign investing includes identifying major global macro
investment themes as a basis for long-term investing, uses both fundamental and technical
(top-down and bottom-up) analysis. EPC’s investment strategies are further discussed below
under Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss. We
describe the material investment risks for the primary securities that we utilize under Item
8(c) - Investing Involves Risk.
If determined appropriate for the client and consistent with the client’s written investment
guidelines, EPAM as sub-adviser may invest a portion or all of the client’s account in one or more
of the Euro Pacific Funds. The accounts of clients participating in A.G.P.’s Wrap Fee Program will
be allocated solely among the Euro Pacific Funds (see Item 4(c) - Wrap Fee Program below).
EPAM has an incentive to recommend Euro Pacific Funds because EPAM receives internal
advisory fees from each Fund based on the level of assets in the Fund and A.G.P. as a broker-
dealer receives commissions or other compensation for selling shares of the Funds. EPAM
manages this conflict of interest by reducing the management fees they receive by the amount of
the advisory fees EPAM receives from the Funds in which the client’s account is invested. In
addition, for client accounts subject to ERISA, A.G.P. may not receive commissions on shares in
the Funds purchased as a result of EPAM’s discretionary authority.
EPC assists the client in selecting an investment strategy suitable for the client’s individual
circumstances and financial situation. EPAM then manages the client’s account according to the
selected strategy for the client. EPC makes investment decisions for clients based on information
the client supplies about their financial situation, goals, and risk tolerance. Its investment decisions
may not be suitable if the client does not provide us with accurate and complete information. It is
important for clients to keep EPC informed of any changes to their investment objectives or
restrictions.
Clients may also request restrictions on the account, such as when a client needs to keep a
minimum level of cash in the account or does not want a particular security purchased or sold in
the account. EPC reserves the right to not accept and/or terminate management of a client’s
account if we feel that the client-imposed restrictions would limit or prevent us from meeting or
maintaining the client’s investment strategy.
EPC’s portfolio management is performed on a discretionary basis under this Program. Its
discretionary authority is described under Item 16 - Investment Discretion. Actual management
of advisory client accounts is performed by EPAM through the sub-advisory agreement. The
Separately Managed Account Investment Management Agreement (“IMA”) between A.G.P. and
the client gives A.G.P. the authority and discretion to hire and fire EPAM and the amount of client
assets that will be managed by the sub-advisor(s). A.G.P. remains the primary investment
manager of the client’s account and pays EPAM fees from A.G.P.’s management fees described
in Item 5.
Pooled Investment Vehicle
A.G.P. serves as the investment adviser to a pooled investment vehicle, GP Advisor Fund LLC
(“GP Advisor Fund”) pursuant to an investment management agreement. A.G.P. delegates
authority to make investment decisions to Craig Burdo, LLC (the “Sub-Adviser”), subject to the
general oversight of A.G.P. pursuant to the sub-advisory agreement. For GP Advisor Fund,
investment advice is provided directly to GP Advisor Fund and not to the individual needs of GP
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
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10
Advisor Fund’s underlying investors. Investment restrictions of GP Advisor Fund are generally
established in the investment management agreement and the sub-advisory agreement.
Advisory Services in General
For each program discussed above, our investment recommendations may include advice
regarding the following securities:
Interests in partnerships investing in real estate
Interests in partnerships investing in oil and gas interests
• Exchange-listed securities
• Securities traded in the over-the-counter markets
• Warrants
• Corporate debt securities (other than commercial paper)
• Commercial paper
• Certificates of deposit
• Municipal securities
• Variable life insurance
• Variable annuities
• Mutual fund shares
• United States governmental securities
• Options contracts on securities
•
•
• Other alternative investments
Because some types of investments involve certain additional degrees of risk, they will only be
recommended and/or implemented if your IAR believes they are consistent with the client's stated
investment objectives, tolerance for risk, liquidity and suitability.
C. Wrap Fee Program
A.G.P. sponsors a Wrap Fee Program to which EPAM acts as sub-adviser. As part of the Wrap Fee
Program, the client pays a single bundled fee to A.G.P., instead of paying separately for A.G.P.’s
advisory services, commissions on transactions, custodian fees, and other transaction-related fees.
A.G.P. then pays EPAM a portion of the wrap fee for its sub-advisory services.
Under the Wrap Fee Program, the client’s account will be invested according to one of six Portfolio
Wrap strategies designed by EPAM. Each Portfolio Wrap strategy is allocated among various
Euro Pacific Funds. Client accounts under A.G.P.’s traditional SMA service (not participating in
the Wrap Fee Program) will instead typically be invested in individual stocks and bonds.
This Brochure does not provide a full description of the Wrap Fee Program. A.G.P.’s Wrap Fee
Program, including the fees charged to clients and investment strategy utilized in the program, is
described in our Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure, which is provided
to all clients participating in the program and available upon request. The overall cost you will incur
if you participate in our Wrap Programs may be higher or lower than you might incur by paying
transaction costs separately. To compare the cost of our Wrap Programs with non-wrap fee
portfolio management services, you should consider the frequency of trading activity associated
with our investment strategies, the brokerage commissions charged by other broker/dealers, and
the advisory fees charged by investment advisors.
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Form ADV Part 2A – Disclosure Brochure
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D. Assets Under Management
As of June 30, 2025, A.G.P. has total regulatory assets under management of $2,300,125,872
broken down as follows:
Discretionary
Non-discretionary
Date Calculated
$ 1,894,913,280
$ 405,212,592
June 30, 2025
Item 5 – Fees and Compensation
A. Fee Schedule
Portfolio Adviser II Program Fees
Fees are billed as a percentage of assets under management, are negotiable and range up to 3%.
A.G.P. may aggregate related client accounts for purposes of calculating the advisory fee
applicable to the client. The actual fee charged to a client, and any breakpoints based on the level
of assets managed, will be outlined in the IMA. A.G.P. reserves the right to negotiate fees with
clients and may waive fees or charge higher or lower fees than those described above, at our
discretion. The fees are subject to change with prior written notice to the client.
A.G.P.’s advisory fees are payable quarterly in advance at the beginning of each calendar quarter
based on the fair market value of the client’s account as of the close of business on the last
business day of the previous calendar quarter. Additions or withdrawals of $10,000 or more, per
quarter, may generate a pro rata Fee adjustment based upon the number of days remaining in
the quarter. This Fee adjustment will be made in the following calendar quarter.
For new client accounts, the initial fee is based on the value of the account as of the day the
account’s assets are placed under the supervision of A.G.P., prorated for the balance of the
calendar quarter.
Initial deposit or subsequent additions may be in cash or securities, provided that A.G.P. reserves
the right to liquidate any transferred securities, or decline to accept particular securities into a
client’s account. Transferred securities may be liquidated without regard to any transaction fees,
fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax
ramifications.
The fair market value of the assets in the account is determined by the custodian in accordance
with its standard policies and practices. In the event the custodian does not provide a value for
any asset(s) in the account, those asset(s) will be valued at a market value as determined in good
faith by A.G.P.
The client should note that by signing an investment advisory agreement, they have directed the
custodian to pay the advisory fee as instructed by A.G.P. or any other third-party money manager
on a scheduled basis without any additional prior notice. All clients will receive account statements
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
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from the custodian no less frequently than quarterly. The custodian statement will include the
deduction of the advisory fee. At our discretion, A.G.P. may make alternative billing arrangements
for clients upon request.
Sub-Advisory Program Fee through the EPC Advisors Group Division (“EPC Sub-
Advisory Program”)
A.G.P.’s advisory fees are charged based on a percentage of the client’s assets under
management, are negotiable and will range up to 3%.
A.G.P. may aggregate related client accounts for purposes of calculating the advisory fee
applicable to the client. The actual fee charged to a client, and any breakpoints based on the level
of assets managed, will be outlined in the IMA. A.G.P. reserves the right to negotiate fees with
clients and may waive fees or charge higher or lower fees than those described above, at our
discretion. The fees are subject to change with prior written notice to the client.
A.G.P.’s advisory fees are payable quarterly in advance at the beginning of each calendar quarter
based on the fair market value of the client’s account as of the close of business on the last
business day of the previous calendar quarter. Quarterly fees are not adjusted for contributions or
withdrawals made during the quarter, except for new or terminated accounts.
For new client accounts, the initial fee is based on the value of the account as of the day the
account’s assets are placed under the supervision of A.G.P., prorated for the balance of the
calendar quarter.
The fair market value of the assets in the account is determined by the custodian in accordance
with its standard policies and practices. In the event the custodian does not provide a value for
any asset(s) in the account, those asset(s) will be valued at a market value as determined in good
faith by A.G.P.
Initial deposit or subsequent additions may be in cash or securities, provided that A.G.P. reserves
the right to liquidate any transferred securities, or decline to accept particular securities into a
client’s account. Transferred securities may be liquidated without regard to any transaction fees,
fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax
ramifications.
The client should note that by signing an investment advisory agreement, they have directed the
custodian to pay the advisory fee as instructed by A.G.P. or any other third-party money manager
on a scheduled basis without any additional prior notice. All clients will receive account statements
from the custodian no less frequently than quarterly. The custodian statement will include the
deduction of the advisory fee. At our discretion, A.G.P. may make alternative billing arrangements
for clients upon request.
Third-Party Management Program Fees
A.G.P. Wrap Account – in this wrap fee program, fees are negotiable and will range up to 2%,
payable to A.G.P. quarterly in advance (as described above), and a portion of that fee will be paid
out to EPAM as subadvisor. In a wrap fee arrangement, clients pay a single fee for advisory,
brokerage and custodial services. Client’s portfolio transactions may be executed without
commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client
should also consider that, depending upon the level of the commissions charged by the broker-
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dealer, the amount of portfolio activity in the client’s account, and other factors, the wrap fee may
or may not exceed the aggregate cost of such services if they were to be provided separately. We
will review with clients any separate program fees that may be charged to clients as well as the
A.G.P. fee. The A.G.P. fee is set forth in the A.G.P. Wrap Account Investment Management
Agreement, agreed to by the client.
Other Third-Party Management Accounts – A.G.P. offers the selection of other third-party money
managers where the client enters into an agreement with such third-party(ies), and the client pays
them directly. The third-party money manager then pays A.G.P. a portion of that fee. These fees
are negotiable and range up to 2.5%.
Financial Planning Services
The hourly fees are between $150 - $500 for the preparation of a Financial Plan. Hourly fees are
subject to a two (2) hour minimum. The total fee for the agreed upon services is negotiable and
will be finalized before the delivery of the written plan. Planning fees will vary from one client to
the next depending upon the particular A.G.P. IAR who provides the services, the complexity of
the client situation, the range of services to be provided, prior or anticipated relationships, and the
client’s total net worth.
The initial payment for the first two (2) hours is due at the time the Financial Planning Agreement
is signed. The payment for any additional hours, if applicable is due at the time the written financial
plan is delivered to the client. If client elects to enter into an investment advisory management
agreement with A.G.P. in accordance with the recommendations in the completed Financial Plan,
A.G.P. may, in its discretion, credit the fees resulting from the Financial Planning Agreement
toward the first quarter asset under management fee.
The Financial Planning Agreement may be terminated by either party at any time without penalty
upon written notice to the other party. Such termination shall not, however, affect liabilities or
obligations incurred or arising from transactions initiated under the Financial Planning Agreement
prior to such termination.
Client shall receive a full refund of all fees and expenses if client terminates the Financial Planning
Agreement within five (5) business days of its signing. If the Financial Planning Agreement is
terminated after five (5) business days of its signing, any unearned, prepaid fees shall be prorated,
and the unused portion shall be returned to client. Client shall pay any earned but unpaid fees
upon termination of the Financial Planning Agreement.
Wrap Fee Program
Fees charged to clients participating in the wrap fee program are described in the wrap fee
program brochure. The wrap fee does not include: (i) margin interest; or (ii) certain miscellaneous
account fees or other administrative fees, such as wire fees or transfer fees; (iii) advisory fees and
expenses of mutual funds (including money market funds), closed-end investment companies or
other managed investments, if any are held in the client’s account. A miscellaneous fee schedule
is available upon request.
Retirement Plan Services
Fees for retirement plan services are typically charged quarterly in arrears and based on a
percentage of plan assets (and range up to 2.5%), an hourly rate or a specified flat fee as
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negotiated with your IAR and set forth in the investment advisory agreement for such service. The
fees may be paid by the retirement plan record keeper directly from plan assets, accounts or
investments. Alternatively, fees for retirement plan services may be billed to the plan sponsor.
Pooled Investment Vehicle
A.G.P. will not charge a management fee to GP Advisor Fund.
B. General Information
Termination of the Advisory Relationship
Either party may terminate the agreement upon ten (10) days written notice to the other party. The
client may terminate the agreement by writing to A.G.P. at our office. Upon termination of the
agreement, A.G.P. will refund any prepaid, unearned advisory fees based on the effective date of
termination.
Terminations will not affect liabilities or obligations from transactions initiated in the client’s
account prior to termination. In the event a client terminates the agreement, A.G.P. will not
liquidate any securities in the account unless instructed by the client in writing to do so. Clients
should understand that in the event a client requests that their account(s) be fully liquidated, it
may take A.G.P. a number of days or more to sell all the securities in the account(s) depending
on the types of securities in a client’s account. In the event of client’s death or disability, A.G.P.
will continue management of the account until notified and given alternative instructions by an
authorized party.
Early termination fees may apply to certain investment programs managed by third-party money
managers in the Third-Party Management Program when the account is closed within a specified
time frame as set forth in the third-party money manager’s investment advisory agreement with
the client. These early termination fees are identified in the investment advisory agreement the
clients entered into with the third-party money manager and may also be disclosed in the third-
party money manager’s Form ADV, which is provided to the clients.
Mutual Fund Fees
All fees paid to A.G.P. for investment advisory services are separate and distinct from the fees
and expenses charged by mutual funds and/or ETFs to their shareholders (collectively referred to
hereinafter as “mutual fund fees”). These mutual fund fees are also separate and distinct from the
fees charged by third-party money managers in the Third-Party Management Program, who may
have initially obtained the investment portfolio from A.G.P.’s IAR, but who have obtained
discretion, by virtue of the investment advisory agreement between the third-party money
manager and the client, to invest in different mutual fund classes. Clients should note that many
mutual funds have different share classes, with some share classes paying a distribution fee to
broker-dealers (a “12b-1 fee”) and others that do not. Consequently, share classes that do not pay
a 12b-1 fee are less expensive for clients. In its initial selection of the mutual fund classes for clients
selecting the Third-Party Management Program, clients should note that A.G.P.’s IARs may be
limited to selecting the share classes that have been previously approved by the third- party money
manager. In recommending the share class for the initial portfolio, A.G.P. and our IARs will have
a discussion with their clients about the different share classes and will recommend those share
class offered by the third-party money manager that is in the best interest of their
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clients.
The mutual fund fees and expenses, including those assessed by different mutual fund share
classes, are described in each fund's prospectus. These fees will generally include a management
fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges,
a client may pay an initial or deferred sales charge. A.G.P. will generally not recommend a share
class that pays a 12b-1 fee to A.G.P. or its broker-dealer when there is another share class with
similar characteristics that does not pay a 12b-1 fee to the broker-dealer. However, in situations
where the only share class that is available is a share class that pays a 12b-1 fee, A.G.P. and our
IARs will disclose the fee to the clients and recommend that share class if that share class is in
the best interest of the client. In those situations, the clients should be aware that the additional
compensation associated with 12b-1 fees presents a conflict between the interests of clients on
the one hand and those of A.G.P. and/or your IAR on the other. This additional compensation
provides an incentive to A.G.P. or your IAR, in exercising discretion or making recommendations
for your account, to choose or recommend investments that result in higher compensation to our
firm or your IAR. In these circumstances, it is our duty to determine that an investment made in
your account or recommended to you that results in such additional compensation is in your best
interest based on the information you have provided to us. A.G.P. has implemented a Compliance
Program to monitor its compensation arrangements and IARs to help ensure that client assets are
invested in what we believe are the best available mutual funds for the strategies we are
implementing and monitoring. As always, please see a fund’s prospectus for more information
about fees.
A client could invest in a mutual fund directly, without our services or the services of the third-party
money manager. In that case, the client would not receive the services provided by our firm which
are designed, among other things, to assist the client in determining which mutual fund or funds
are most appropriate to each client's financial condition and objectives. The client should review
both the fees charged by the funds and our fees to fully understand the total amount of fees to be
paid by the client and to thereby evaluate the advisory services being provided.
Additional Fees and Expenses
In addition to our advisory fees, clients are also responsible for the fees and expenses charged
by custodians and imposed by broker-dealers, including, but not limited to, any transaction
charges imposed by a broker-dealer with which an independent investment manager effects
transaction for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12)
of this Form ADV for additional information on how we select brokers.
Transaction costs are the expenses incurred when buying or selling securities. In a Wrap Program,
most transaction costs are included (“wrapped”) in your advisory fee. In a non-wrap SMA,
however, transaction costs—such as ticket charges—are passed directly to you. Other brokerage
account charges, such as stop-payment fees, Fed wire fees, foreign exchange, regulatory fees,
and margin interest, may also apply. These charges help cover the costs of maintaining and
servicing client accounts and may include compensation to A.G.P. in the form of a mark-up on the
custodian’s ticket or transaction fee (also referred to as a “service fee” in this Brochure).
A.G.P. charges a service fee of up to $25 per transaction. The Firm establishes, in coordination
with each branch office or stand-alone investment adviser representative (“IAR”), the specific per-
trade service fee amount, not to exceed $25. For example, if A.G.P. and a branch office agree to
a $15 service fee, each trade is charged $15, regardless of A.G.P.’s underlying custodial costs.
Each IAR determines whether to pass this fee on to clients or absorb it personally. As a result,
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service fees differ across branches and among individual representatives, including those within
the same branch. No portion of this service fee is shared with branch offices or IARs. Because
IARs have discretion in applying this fee, clients may incur different transaction costs for similar
trades. Clients can be charged a service of a maximum of $25 per transaction. The service fee
range will be $0 to $25. The specific amount that you will pay is indicated in Schedule A of the
PAA. If you are unsure of whether you are paying service fees; or if you are unsure of the amount
($0 - $25), please contact your investment advisor.
This additional compensation presents a conflict of interest because A.G.P. receives a financial
benefit from transaction mark-ups (i.e., service fees). To mitigate this conflict, A.G.P. does not
share any portion of these fees with branch offices or IARs. In addition, A.G.P. has implemented
supervisory procedures to review trading activity in client accounts to help ensure transactions are
consistent with each client’s investment objectives and are not excessive.
A.G.P. also conducts an annual review to limit potential conflicts, under which clients who
pay more than $15 in service fees per transaction are subject to a cap of 25 basis points per year.
Furthermore, as fiduciaries, both A.G.P. and your IAR are required to act in your best interest
when providing investment advice, including when recommending or executing securities
transactions. Clients may request additional information about how fees are assessed from
their IAR.
This compensation will also include compensation (commonly referred to as payment for
order flow) for routing customer orders to certain market centers for execution. Payment for order
flow (“PFOF”) may take such forms as monetary payments, financial credits, rebates in the form
of a reduction of fees charged, services and volume discounts. While PFOF arrangements present
a potential conflict of interest, A.G.P.’s first consideration in order placement is always price
improvement and “best execution” and any orders are done so consistent with A.G.P.’s duty to
seek best execution. Any PFOF or other transaction-based compensation earned by A.G.P. in
connection with transactions in advisory accounts is in addition to the investment advisory fees
that clients pay to A.GP. The fact that a transaction may be executed or capable of being executed
through another broker-dealer at costs and transaction charges more favorable than those
available through A.G.P. will not mean that
A.G.P. will match those terms or credit client accounts for the difference. Clients should consider
the fact that A.G.P. receives this additional brokerage compensation when evaluating the amount
and appropriateness of the total value of services that A.G.P. provides.
In addition, various vendors, product providers, distributors and others may provide non- monetary
compensation by providing training, education and publications that may further A.G.P.’s
employees’ skills and knowledge. Some vendors may occasionally provide
A.G.P. with gifts, meals and entertainment of reasonable value consistent with industry rules
and regulations. A.G.P. may, in accordance with its compliance policies, accept lodging or travel
expenses from third parties or third-party payment of its conference fee costs or fees to attain
professional designations. The existence of these gifts, meals and entertainment provided by
these vendors and others, which are consistent with industry rules and regulations and A.G.P.’s
Code of Ethics, creates a conflict of interest that could influence
A.G.P. and its representative to use vendors that may have higher costs or less favorable services
than other suitable alternatives which do not provide equivalent compensation to
A.G.P. or its representatives. Please see Item 14 for additional information on these types
of conflicts of interest.
Advisory Fees in General
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Clients should note that similar advisory services may (or may not) be available from other
investment advisers for similar or lower fees.
Cash Balances in Program Accounts
In consultation with your IAR, a portion of your portfolio will be held in cash, cash equivalents or
money market funds as part of the overall investment strategy for the account. Depending on your
IAR’s investment outlook or strategy, these cash balances can be high and represent a material
portion of your overall portfolio. Cash and cash equivalents, including money market funds, are
subject to your advisory fee. Clients should understand that the advisory fees charged on these
balances may exceed the returns provided by cash, cash equivalents or money market funds,
especially in low interest rate environments. You should discuss such strategies with your IAR to
ensure your full understanding.
General Fee Practices
Transactions that have not settled prior to the last trading day of a calendar quarter may be
included in either the current or the following calendar quarter, as determined by A.G.P. pursuant
to its policies, procedures and practices. Unless otherwise provided in the investment advisory
agreement, A.G.P. will calculate fees on the basis of a 365-day year so that the amount payable
each quarter will be based on the actual number of calendar days in that quarter. If a client
terminates their account prior to the end of any quarter, they will receive a pro-rated refund, if any,
of advisory fees paid in advance.
Unless otherwise limited by the custodian or an agreement with other third-party registered
investment advisers or a separate account program, and subject to usual and customary securities
settlement procedures, a client may make additions or withdrawals from their account at any time.
Clients should understand that additions to or withdrawals from certain accounts may affect the
fees for the accounts as the fees are calculated based upon the assets under management.
Clients are advised to discuss how additions or withdrawals may affect the calculation of the
assets under management with their A.G.P. representative. Additions and withdrawals from
certain accounts may also create a tax liability which should be discussed with a qualified tax
professional. No fee adjustment will be made for appreciation or depreciation in the value of any
account during the fee calculation period. No refund or other adjustment of a fee already paid will
be made as a result of a decline in value of the account (whether due to market losses or
withdrawals). In the event the investment advisory agreement is terminated within five (5) days
after its initial execution, all advisory fees will be refunded pursuant to the terms in the investment
advisory agreement.
The client should note that by signing an investment advisory agreement, they have directed the
custodian to pay the advisory fee as instructed by A.G.P. or any other third-party money manager
on a scheduled basis without prior notice. All account assets, transactions, and advisory fees will
be shown on the monthly or quarterly statements provided by the custodian.
Other Conflicts of Interest
As a brokerage firm, A.G.P. accepts compensation from brokerage clients for the sale of securities
or other investment products, including asset-based sales charges or service fees from the sale
of mutual funds. This practice presents a conflict of interest and gives individuals an incentive to
recommend investment products based on the compensation received, rather than on a client’s
needs. If an advisory client maintains a separate brokerage account through
A.G.P. and trades securities in that account, the client will pay commissions to A.G.P. on
transactions in the
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brokerage account (except in a wrap fee program).
There may be times when some of the private placements and/or IPOs that A.G.P. recommends
are obtained through A.G.P.’s investment banking division or where A.G.P. as a registered broker-
dealer serves as one of the placement agents (or lead placement agent) for the issuer of the
private placement or IPO. In both cases, A.G.P. will receive compensation from the issuer of the
securities for providing such services. Although A.G.P. will only recommend that clients invest
their assets in limited offerings if A.G.P. deems the investment is suitable for the client’s account,
clients should be aware that the additional compensation that the firm will receive creates a conflict
of interest between A.G.P. and those clients investing in the limited offerings. Clients have the
option to purchase investment products that A.G.P. recommends through any broker or agent they
desire. Typically, such securities are maintained in a separate brokerage account of the client and
are not part of the client’s managed advisory account.
if
they recommended another program. Consequently, A.G.P. and
As noted above, some A.G.P. IARs are dually registered with A.G.P.’s broker-dealer. As a result,
all programs offered by its representatives are conducted through A.G.P.’s programs. Although
A.G.P. and its representatives will recommend the best program for their clients, it is possible that
the compensation received, directly or indirectly, by A.G.P. or its representatives for
recommending a program may be more than the compensation A.G.P. or its representatives
would receive
its
representatives have a financial incentive to recommend a wrap-fee program over other programs
or services that might meet the needs of their clients at a lower cost (such as, mutual funds, ETFs,
or fee plus commission arrangements).
to engage
these
Some A.G.P. IARs are agents for various insurance companies. As such, these individuals are
able to receive separate, yet customary commission compensation resulting from implementing
product transactions on behalf of advisory clients. As stated above, clients are not under any
obligation
implementation of advisory
individuals when considering
recommendations but should note that the IARs will be recommending products or services in
which they may receive additional compensation. While the implementation of any or all
recommendations is solely at the discretion of the client, clients should be aware that there are
other insurance products that are offered by other insurance agents at a lesser cost than those
recommended by the A.G.P. IAR in his or her capacity as an independent insurance agent.
Please note that amounts charged to your account for certain services, fees, or expenses paid or
advanced by A.G.P. may include additional compensation (as described above in Item 5 and in
Item 14). This additional compensation creates a conflict of interest because A.G.P. has a financial
incentive to recommend or maintain accounts and services that generate higher costs compared
with other suitable alternatives that may not provide equivalent compensation to A.G.P. To
address this conflict, A.G.P. is required to act in your best interest and has supervisory procedures
designed to help ensure that recommendations are not based solely on the compensation the firm
receives.
Item 6 – Performance-Based Fees and Side-By-Side Management
A.G.P. does not accept performance-based fees or other fees based on a share of capital gains
on or capital appreciation of the assets of a client, including GP Advisor Fund. However, the Sub-
Adviser of GP Advisor Fund receives a performance fee at the close of each calendar month equal
to fifty-six percent (56%) of GP Advisor Fund’s net profit for that calendar month.
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Item 7 – Types of Clients
A.G.P. generally provides advisory services to the following types of clients:
➢ Individuals
➢ High-Net-Worth Individuals
➢ Trusts and Estates
➢ Corporations or Business Entities
➢ Pooled Investment Vehicle
All clients are required to enter into an agreement with A.G.P. and/or its co-advisers or sub-
advisers in order to establish a client arrangement with A.G.P.
Minimum Account Size
In order to become an A.G.P. advisory client, initial client household balances (sum of all accounts)
generally must contain a minimum of $50,000 in assets to participate in the Wrap Fee Program
or $250,000 in assets to be invested in individual securities within the EPC Division’s SMA.
In addition, the minimum account size is $10,000 in billable assets for the Portfolio Adviser II
Program. Accounts below these minimums may be negotiable and accepted on an individual
basis at A.G.P.’s discretion. In addition, the minimum amount may be adjusted upwards during
periods of high market volatility to allow for more time to be dedicated to managing existing clients’
assets.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
A. Methods of Analysis and Investment Strategies
A.G.P.’s investment advisory representatives will generally use the following methods of analysis
in formulating our investment advice and/or managing client assets. However, each IAR is allowed
to manage their client’s account as they deem necessary, and their specific method of analysis
may vary from below. Please speak with your individual IAR for more detail.
Fundamental analysis involves the attempt to measure the intrinsic value of a security by looking
at economic and financial factors (including the overall economy, industry conditions, analysis of
financial statements, the general financial health of companies, and/or the analysis of
management or competitive advantages) to determine if the company is underpriced (indicating
that it may be a good time to buy) or overpriced (indicating that it may be a good time to sell). This
strategy would normally encourage equity purchases in stocks that are undervalued or priced
below their perceived value. The risk assumed is that the market will fail to reach expectations of
perceived value. Fundamental analysis does not attempt to anticipate market movements. This
presents a potential risk, as the price of a security can move up or down along with the overall
market regardless of the economic and financial factors considered in the evaluation of the stock.
Long term trading is designed to capture market rates of both return and risk. We purchase
securities with the idea of holding them in the client's account for a year or longer. Typically, we
employ this strategy when (i) we believe the securities to be currently undervalued, and/or (ii) we
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want exposure to a particular asset class over time, regardless of the current projection for this
class or (iii) the yield (income) of the investment is attractive and consistent with the investment
objectives of our client. A risk in a long-term purchase strategy is that by holding the security for
this length of time, we may not take advantage of short-term gains that could be profitable to a
client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we
make the decision to sell. Finally, a security may, at any time and without prior notice, decrease,
suspend or terminate its payment of dividends, coupon payments, or return on capital thereby
decreasing the yield of stated investment. Due to its nature, the long-term investment strategy can
expose clients to various types of risk that will typically surface at various intervals during the time
the client owns the investments. These risks include but are not limited to inflation (purchasing
power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk.
Short term trading. When utilizing this strategy, we purchase securities with the idea of selling
them within a relatively short time (typically a year or less). We do this in an attempt to take
advantage of conditions that we believe will soon result in a price swing in the securities we
purchase. A risk inherent in short-term purchase strategy is that if our predictions are incorrect, a
security may decline sharply in value before we make the decision to sell. Other risks include
liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above.
Frequent trading can affect investment performance, particularly through increased brokerage and
other transaction costs and taxes.
Margin transactions and options trading generally hold greater risk, and clients should be
aware that there is a material risk of loss using any of those strategies.
Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When
losses occur, the value of the margin account may fall below the brokerage firm’s threshold
thereby triggering a margin call. This may force the account holder to either allocate more funds
to the account or sell assets on a shorter time frame than desired.
Options transactions. We may use options as an investment strategy. Certain standardized
options issued by the Options Clearing Corporation are securities, regulated by the SEC. An
option is also considered a “derivative” because it derives its value from an underlying asset.
The two types of options are calls and puts:
o A call gives the holder (the buyer of the call) the right to buy an asset at a certain price
within a specific period of time. We will buy a call if we have determined that the stock will
increase substantially before the option expires.
o A put gives the holder (the buyer of the put) the right to sell an asset at a certain price
within a specific period of time. We will buy a put if we have determined that the price of
the stock will fall before the option expires.
We will use options to speculate on the possibility of a sharp price swing. We will also use options
to "hedge" a purchase of the underlying security; in other words, we will use an option purchase
to limit the potential upside and downside of a security we have purchased for your portfolio. We
use "covered calls", in which we sell an option on a security you own. In this strategy, you receive
a premium for making the option available, and the person purchasing the option has the right to
buy the security from you at an agreed-upon price. We use a "spreading strategy", in which we
purchase two or more option contracts (for example, a call option that you buy and a call option
that you sell) for the same underlying security. This effectively puts you on both sides of the
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market, but with the ability to vary price, time and other factors. This strategy includes the risk that
an option may expire out of the money resulting in minimal or no value, as well as the possibility
of leveraged loss of trading capital due to the leveraged nature of stock options.
Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected
return for a given amount of portfolio risk, or equivalently minimize risk for a given level of
expected return, each by carefully choosing the proportions of various asset. This theory assumes
that investors are risk adverse, meaning that given two portfolios that offer the same expected
return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if
compensated by higher expected returns. Conversely, an investor who wants higher expected
returns must accept more risk. The exact trade-off will be the same for all investors, but different
investors will evaluate the trade-off differently based on individual risk aversion characteristics.
The implication is that a rational investor will not invest in a portfolio if a second portfolio exists
with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative
portfolio exists which has better expected returns.
A.G.P., its co-advisers and sub-advisers reviews each model portfolio before selecting them to
be included in our program. We also conduct ongoing reviews to ensure that the model portfolio
is still suitable for our programs. We call these processes “due diligence.” In order to assist us in
conducting our due diligence and selection of model portfolios, our co-adviser has contracted with
an outside firm to act as its Chief Investment Officer. We use a multi-step process in researching
model portfolios. Each model portfolio and its manager(s) is evaluated on the basis of information
provided by the manager including descriptions of its investment process, asset allocation
strategies employed, sample portfolios to review securities selections, and the manager’s Form
ADV Disclosure Brochure (if applicable). We attempt to verify the information provided by
comparing it to other data from publicly available data collection sources.
Third-Party Money Manager Analysis. We examine the experience, expertise, investment
philosophies, and past performance of independent third-party investment managers who have
entered into a co-advisory or sub-advisory agreement with us in an attempt to determine if that
manager has demonstrated an ability to invest over a period of time and in different economic
conditions. We monitor the manager’s underlying holdings, strategies, concentrations and
leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence
process, we advise our clients that the third-party money manager acting as our co-adviser or as
our sub-adviser may not be able to replicate that success in the future. In addition, as we do not
control the underlying investments in our co-adviser or sub-adviser’s portfolio, there is a risk that
a manager may deviate from the stated investment mandate or strategy of the portfolio, making it
a less suitable investment for our clients. Moreover, as we do not control the manager’s daily
business and compliance operations, we may be unaware of the lack of internal controls
necessary to prevent business, regulatory or reputational deficiencies.
Euro Pacific International SMAs. The Euro Pacific International SMA is a product
offered exclusively through EPC that attempts to achieve dividend income for International
Dividend Payers SMA and to generate income and capital appreciation over a long-term
investment horizon by selectively choosing foreign companies with minimal exposure to the US
Dollar for International Value SMA.
Value investing. A value investing strategy selects stocks that trade for less than their intrinsic
values. Value investors typically seek stocks of companies that they believe the market has
undervalued. They believe the market overreacts to good and bad news, resulting in stock price
movements that do not correspond with the company's long-term fundamentals. The result is an
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opportunity for value investors to profit by buying when the price is deflated. Often, value investors
select stocks with lower-than-average price-to-book or price-to-earnings ratios and/or high
dividend yields. The risks associated with value-investing include incorrectly analyzing and
overestimating the intrinsic value of a business, concentration risk, under performance relative to
major benchmarks, macro-economic risks, investing in value traps i.e. businesses that remain
perpetually undervalued, and lost purchasing power on cash holdings in the case of inflation.
Tactical asset allocation. A tactical asset allocation strategy 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 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. A strategic asset allocation strategy 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 akin 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.
Euro Pacific International SMAs. The Euro Pacific International strategy attempts to provide
capital appreciation and income outside of the United States, using a top-down analysis to select
countries and industries and a bottom-up analysis to select securities. The strategy seeks to
diversify currency risk and takes a long-term investment view with low portfolio turnover.
International Dividend Payers SMA
The International Dividend Payers strategy is designed to maximize expected dividend income by
investing outside of the United States, using a top-down analysis to select the best currencies and
sectors, and a bottom-up analysis to select the securities with the most potential to pay out high,
sustainable dividend yields. The strategy seeks to diversify currency risk and takes a long-term
investment view with low portfolio turnover.
International Value SMA
The International Value strategy is designed to provide capital appreciation and income by
investing outside of the United States, using a top-down analysis to select the best countries and
industries and a bottom-up analysis to select the best securities. The strategy seeks to diversify
currency risk and takes a long-term investment view with low portfolio turnover.
Other Model Portfolio Investment Styles
In addition to the styles above, EPC also offers an allocation to a core of stocks under the Value
strategy or Dividend Payers strategy, with various Euro Pacific mutual funds included in the
portfolio to achieve our client’s overall asset allocation strategy. The various styles available to
clients in addition to the ones listed above can be found at www.EPCAdvisorsGroup.com. Certain
clients may also be invested according to investment strategies that are no longer actively offered
by the firm.
B.
Risks
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Risk of Loss. Investing in securities (including stocks, mutual funds, and bonds, etc.) always
involves risk of loss. Depending on the different types of investments utilized, there may be
varying degrees of risk. Accordingly, you should be prepared to bear investment loss including
the loss of your original principal. Further, past performance is not indicative of future results.
Therefore, you should never assume that future performance of any specific investment or
investment strategy will be profitable. Because of the inherent risk of loss associated with
investing, our firm is unable to represent, guarantee, or even imply that our services and methods
of analysis can or will predict future results, successfully identify market tops or bottoms, or
insulate you from losses due to market corrections or declines.
Risks for All Forms of Analysis. Our securities analysis methods rely on the assumption that
the companies whose securities we purchase and sell, the rating agencies that review these
securities, and other publicly available sources of information about these securities, are providing
accurate and unbiased data. While we are alert to indications that data may be incorrect, there is
always a risk that our analysis may be compromised by inaccurate or misleading information.
Margin and Options: A.G.P.'s recommendation of margin transactions and options trading for
those clients determined to be “suitable” generally holds greater risk of capital loss. Clients should
be aware that there is a material risk of loss using any investment strategy. The investment types
listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not
guaranteed or insured by the FDIC or any other government agency.
Mutual Funds: A mutual fund is a company that pools money from many investors and invests
the money in stocks, bonds, short-term money-market instruments, other securities or assets, or
some combination of these investments. The portfolio of the fund consists of the combined
holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s
holdings and the income those holdings generate. The price that investors pay for mutual fund
shares is the fund’s per share net asset value (NAV) plus any shareholder fees that the fund
imposes at the time of purchase (such as sales loads). The benefits of mutual funds include
professional management, diversification, affordability, and liquidity. Mutual funds also have
features that some investors might view as disadvantages:
1. Costs Despite Negative Returns - Mutual funds pay operating and other expenses from
fund assets regardless of the fund’s performance. These expenses are indirectly charged
to all holders of the mutual fund shares. Depending on the timing of their investment,
investors may also have to pay taxes on any capital gains distribution they receive. This
includes instances where the fund went on to perform poorly after purchasing shares.
2. Lack of Control - Investors typically cannot ascertain the exact makeup of a fund’s portfolio
at any given time, nor can they directly influence which securities the fund manager buys
and sells or the timing of those trades.
3. Price Uncertainty - With an individual stock, investors can typically obtain real-time (or
close to real-time) pricing information with relative ease by checking financial websites or
by calling a broker or investment adviser. Investors can also monitor how a stock’s price
changes from hour to hour—or even second to second. By contrast, the price at which an
investor purchases or redeems shares of a mutual fund will typically depend on the fund’s
NAV, which the fund might not calculate until multiple hours after the investor placed the
order. In general, mutual funds must calculate their NAV at least once every business day,
typically after the major U.S. exchanges close.
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Equity investment generally refers to buying shares of stocks in return for receiving a future
payment of dividends and/or capital gains if the value of the stock increases. The value of equity
securities may fluctuate in response to specific situations for each company, industry conditions
and the general economic environments.
Fixed income investments generally pay a return on a fixed schedule, though the amount of the
payments can vary. This type of investment can include corporate and government debt securities,
leveraged loans, high yield, and investment grade debt and structured products, such as mortgage
and other asset-backed securities, although individual bonds may be the best-known type of fixed
income security. In general, the fixed income market is volatile and fixed income securities carry
interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is
usually more pronounced for longer-term securities.) Fixed income securities also carry inflation
risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The
risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S.
Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price
value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the
general risk of non-U.S. investing described below.
Real Estate funds (including REITs) face several kinds of risk that are inherent in the real estate
sector, which historically has experienced significant fluctuations and cycles in performance.
Revenues and cash flows may be adversely affected by: changes in local real estate market
conditions due to changes in national or local economic conditions or changes in local property
market characteristics; competition from other properties offering the same or similar services;
changes in interest rates and in the state of the debt and equity credit markets; the ongoing need
for capital improvements; changes in real estate tax rates and other operating expenses; adverse
changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of
present or future environmental legislation and compliance with environmental laws.
Annuities are a retirement product for those who may have the ability to pay a premium now and
want to guarantee they receive certain monthly payments or a return on investment later in the
future. Annuities are contracts issued by a life insurance company designed to meet requirements
or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed
to be long-term investments, to meet retirement and other long-range goals. Variable annuities
are not suitable for meeting short-term goals because substantial taxes and insurance company
charges may apply if you withdraw your money early. Variable annuities also involve investment
risks, just as mutual funds do.
Hedge Funds often engage in leveraging and other speculative investment practices that may
increase the risk of investment loss; can be highly illiquid; are not required to provide periodic pricing
or valuation information to investors; may involve complex tax structures and delays in distributing
important tax information; are not subject to the same regulatory requirements as mutual funds;
and often charge high fees. In addition, hedge funds may invest in risky securities and engage in
risky strategies.
Options are contracts to purchase a security at a given price, risking that an option may expire
out of the money resulting in minimal or no value. An uncovered option is a type of options contract
that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or
uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless.
Spread option positions entail buying and selling multiple options on the same underlying security,
but with different strike prices or expiration dates, which helps limit the risk of other option trading
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strategies. Option transactions also involve risks including but not limited to economic risk, market
risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and
interest rate risk.
Private equity funds carry their own set of risk factors, not the least of which is liquidity risk.
Capital calls are typically made on short notice, and the failure to meet capital calls can result in
significant adverse consequences, including total loss of investment.
Private placements are highly risky and speculative by nature, subject to less regulation than are
publicly offered securities, with a limited market for resale which may be illiquid, due to restrictions
and applicable securities law; as such, liquidation may be taken at a substantial discount to the
underlying price and even result in the entire loss of principal. Notwithstanding an upward
performance of the industry or economy overall, the value of the specific position may decline in
response to developments affecting the particular issuer, influenced by a myriad of factors (e.g.,
management issues or corporate disruption, declining revenues coupled with an increase in
costs, or various circumstances affecting the issuer’s competitive position in the market.
Sector investing involves concentrating assets among certain sectors of the economy, which are
invariably subject to regional and global risk factors precipitated by governmental regulation,
trade and monetary policy, currency fluctuation and changing interest rates that can substantially
impact market valuation and access to funding. The fluctuation of foreign currency exchange rates
can significantly impact investment returns.
Commodities are tangible assets used to manufacture and produce goods or services.
Commodity prices are affected by different risk factors, such as disease, storage capacity, supply,
demand, delivery constraints and weather. Because of those risk factors, even a well-diversified
investment in commodities can be uncertain.
Exchange Traded Funds (ETFs) is an investment fund traded on stock exchanges, similar to
stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case
of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and
increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance.
Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not
physical metal) specifically may be negatively impacted by several unique factors, among them
(1) large sales by the official sector which own a significant portion of aggregate world holdings
in gold and other precious metals, (2) a significant increase in hedging activities by producers of
gold or other precious metals, (3) a significant change in the attitude of speculators and investors.
Gold investments and related mining stocks are considered speculative and closely affected by
a variety of global economic, financial and geopolitical factors. The price of bullion may fluctuate
dramatically over short intervals, even during periods of rising prices, driven in large part by
inflation (or related expectations) in various counties. Risk factors include changes in industrial
and commercial demand, availability of supplies, increases in production costs, trade imbalances
and restrictions, shifts in central bank policies, currency devaluation or revaluation, gold
transactions by international agencies, institutions, and governments, states restrictions on private
ownership of gold and mining land, and political unrest in gold-rich regions.
Investing in foreign securities is highly risky and deserves special considerations as a
consequence of economic and social conditions abroad, political developments, and changes in
the regulatory environment of foreign countries. Prices may more volatile compared to domestic
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equities due to the complex landscape of international investing; by its very nature, trading securities
and currencies on international exchanges across national borders include inherent risks that are
amplified by large disparities between economies and inequality of purchasing power. In addition to
macroeconomic and geopolitical factors, divergent standards governing accounting, auditing, financial
reporting, disclosures, regulatory practices, restrictions on foreign ownership due to protectionism
and inconsistent corporate governance rules across countries, coupled with administrative
difficulties (e.g., delays in clearing and settling of trades or receiving dividends payments) further
increase the risk of loss for investors. With respect to Europe, risk factors specifically include
geopolitical alliances such as the European Union (which impose restrictions on inflation rates,
deficits and debt levels) and the European Monetary Union (which impose fiscal and monetary
controls relating to regulations on trade).
Small-Cap and Mid-Cap Companies are generally high risk, as they may be subject to more
abrupt or erratic market movements and may have lower (or more erratic) trading volumes than
more established companies. Such companies are typically more sensitive to changes in earning
results, business prospects, investor expectations or poor economic or market conditions as well.
The economies and financial markets of certain regions such as Latin America, Asia or Eastern
Europe, can behave interdependently and may decline concurrently. Investments in developing
countries have heightened risk, and companies in these regions may be particularly sensitive to
political and economic developments. The prices of securities and the income they generate (such
as dividends) may fluctuate based on events specific to the company that issued the shares,
conditions affecting the general economy and overall market changes, changes or weakness in the
company’s relevant business sector and other factors. Further, prices of these securities can be
affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the
security or other assets or indices. There may be little trading in the secondary market for particular
equity securities, which may adversely affect the ability to value accurately or dispose of those equity
securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis,
may decrease the value and/or liquidity of equity securities. As with all investments, an investor should
carefully consider his/her investment objectives and risk tolerance as well as any fees and/or
expenses associated with such an investment before investing. International investing may not be
suitable for all investors. Dividend yields change as stock prices change, and companies may change
or cancel dividend payments in the future. The fluctuation of foreign currency exchange rates will
impact your investment returns. Past performance does not guarantee future returns; investments
may increase or decrease in value, and you may gain or lose money. As a result of our buy-and-hold
strategy, during those time periods when the US dollar is rising in value, or when global stock markets
are in decline, our portfolios may lose value, priced in US dollars. Though such declines may be
partially offset by dividends, investors unwilling to assume short-term volatility as a trade-off for
potential absolute long-term performance should not implement this strategy.
As such, foreign equities are considered highly speculative and not meant for all investors. Foreign
investing may often involve a buy-and-hold strategy. During time periods when the US dollar
("USD") is rising in value, or when global stock markets are in decline, non-USD denominated
assets may lose value, when priced in USD. Although such declines may be partially offset by
dividends, investors unwilling to assume short-term volatility as a trade-off for potential absolute
long-term performance should not implement this strategy. As with all investments, an investor
should carefully consider his/her investment objectives and risk tolerance as well as any fees and/or
expenses associated with such an investment before investing. International investing may not be
suitable for all investors. Past performance does not guarantee future returns; investments may
increase or decrease in value, and you may gain or lose money.
Tax Information. Distributions are generally taxable as ordinary income, qualified dividend
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income or capital gains, unless invested through a tax-advantaged arrangement (such as a 401(k)
plan or an individual retirement account) which may be taxed later upon withdrawal of monies
from those arrangements.
Past performance is not indicative of future results. Investing in securities involves a risk
of loss that you, as a client, should be prepared to bear. The above list of risk factors does
not purport to be a complete list or explanation of the risks involved in an investment
strategy. You are encouraged to consult your IAR and tax professional on an initial and
continuous basis in connection with selecting and engaging in the services provided by
us. In addition, due to the dynamic nature of investments and markets, strategies may be
subject to additional and different risk factors not discussed above.
Item 9 – Disciplinary Information
Related to A.G.P.’s registered investment adviser and A.G.P.’s broker-dealer (disciplinary actions
dated 2018 through 2019, operating under the name Euro Pacific) within the last ten years:
On October 24, 2024, the Securities and Exchange Commission deemed it appropriate and in the
public interest that public administrative and cease-and-desist proceedings be instituted against
A.G.P. In anticipation of the institution of these proceedings, the Firm submitted an offer of
settlement which the Commission determined to accept. The Firm was ordered to cease and
desist from committing or causing any violations and any future violations of 15B(C)
(1) of the Exchange Act, and MSRB Rules G-13, G-14, G-17, G-27, AND G-30, was
censured, and ordered to pay disgorgement of $11,369.00 and prejudgment interest of
$2,407.38, and to pay a civil money penalty of $100,000, of which $41,667 shall be transferred to
the MSRB.
On June 12, 2022, the California Department of Insurance entered a default order against A.G.P.,
indicating that the Firm had violated sections 1668(B), 1668(E), 1668(H) and 1668(J) of California
Insurance Code. A.G.P. inadvertently failed to separately notify the California Insurance
Department of certain regulatory events, all of which had been fully disclosed on the Firm’s publicly
available record as maintained by the Central Registration Depository (CRD), in connection with
an application to act as a Life Only agent with variable contract authority. Documents from the
Department requesting information in relation to that application were mishandled by an assistant
in A.G.P.’s Chicago office and a default order denying the Firm’s application for the insurance
license was entered. A.G.P. is exploring possible options to vacate the default order.
On April 11, 2019, FINRA alleged, while under prior ownership as Euro Pacific Capital, in January
2016, a corporate customer was alleged to have been charged $6,000 for filing a Form 211
in violation of FINRA Rule 5250 and 2010. Without admitting or denying the findings, the firm
consented to the sanctions and to the entry of findings that it improperly charged a firm client
$6,000 for filing a Form 211 application with FINRA. The findings stated that the client engaged
the firm, through a firm registered representative who held the title of Managing Director, as an
investment bank designated advisor for disclosure (DAD). The DAD agreement between the client
and the firm required the client to pay four quarterly payments of
$4,000 for a total amount of $16,000. The findings also stated that the Managing Director reached
an agreement with a vice president of the client, whereby the firm would file the Form 211
application with FINRA to initiate quotations of the client's Series B shares on the OTCQX
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market. The firm, through the Managing Director, also demanded, and the vice president agreed,
that the client pay the firm $6,000 for filing the Form 211. After learning that the Managing Director
had improperly charged the client for filing the Form 211, the firm withdrew the form and paid the
client the $6,000 it charged the client for filing the Form 211 after FINRA initiated its investigation
into this matter.
On May 21, 2018, Nasdaq Stock Market alleged that: (1) the firm’s broker-dealer failed to maintain
a continuous two-sided trading interest during regular market hours at prices within certain
percentages away from the National Best Bid and Offer (NBBO), violations which were alleged to
have occurred because the firm’s broker-dealer failed to set up the automated quote refresh
function in its order management system for each security it was in as a market maker; and (2) the
firm’s broker-dealer's supervisory system was not reasonably designed to achieve compliance with
Nasdaq quoting obligations. Without admitting or denying the findings, the firm’s broker-dealer
consented to the described sanctions and to the entry of findings and was therefore censured and
fined $12,500. Because the firm’s broker-dealer had already enhanced its written supervisory
procedures and implemented new reviews to ensure compliance with quoting obligations, an
undertaking was not ordered for this matter.
Item 10 – Other Financial Industry Activities and Affiliations
A. Registrations as a Broker/Dealer or Broker/Dealer Representative
A.G.P. is also registered as a full-service broker-dealer with the SEC, is a member of FINRA, and is a
member of the National Futures Association (NFA) as an introducing broker/dealer (NFA #425453).
A.G.P. spends approximately 50% of its time on providing brokerage services to clients. As a full-
service broker-dealer, A.G.P. sells a variety of products and services to our brokerage clients. In
addition, a number of our personnel perform various advisory services in addition to their brokerage
services. These registered representatives of A.G.P. may execute securities brokerage transactions
on a fully disclosed commission basis; however, they will not receive any commissions on transactions
in advisory client accounts.
A.G.P., as a registered broker-dealer, also participates in the Perth Mint Certificate Program.
Through this program, A.G.P.’s EPC Division sells gold certificates for bullion stored at the Perth
Mint in Western Australia.
A conflict of interest exists to the extent that A.G.P. recommends the purchase of securities where
A.G.P.’s personnel receive commissions or other additional compensation as brokerage
representatives. However, clients are under no obligation to act on any recommendations of the
individuals or place any transactions through them if they decide to follow their recommendations.
B. Investment Adviser
Although the entities are not affiliated, EPAM, an SEC registered investment adviser, acts as sub-
adviser to certain A.G.P. advisory clients and as adviser to proprietary mutual funds. A.G.P., as a
registered broker-dealer, has entered into a selling agreement with the EPAM-managed Funds and
will be the primary distributor for the Funds. The Funds are also available through various other
unrelated broker-dealers. A.G.P., as a registered investment adviser, will not be providing any
services to the Funds. A.G.P. may recommend the Funds to our brokerage clients based on a client’s
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needs and objectives.
Our significant relationship with EPAM causes a potential conflict of interest in that it provides an
incentive for us to recommend EPAM over another sub-adviser. However, A.G.P. has developed and
implemented a Compliance Program designed to monitor its IARs’ adherence to client investment
objectives and to otherwise meet our fiduciary duty to our clients.
C. Insurance Companies
As discussed above, some of the A.G.P. personnel, in their individual capacities, are agents for
various third-party insurance companies. As such, these individuals are able to receive separate,
yet customary commission compensation resulting from implementing product transactions on
behalf of advisory clients. Clients, however, are not under any obligation to engage these
individuals when considering implementation of advisory recommendations. The implementation
of any or all recommendations is solely at the discretion of the client.
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D. Private Fund
An associated person of A.G.P., Zachery Grodko, manages a private fund – AGP Alternative
Investment Fund II, LLC (the “Fund”), through AGP Asset Management LLC. AGP Asset
Management is under common control with A.G.P., as both entities have the same owners. The
Fund has been established primarily to make investments directly or indirectly in private
companies, to purchase securities in such companies from secondary sources, and to invest in
interests of investment funds whose portfolios are comprised of companies consistent with the
Fund’s investment focus.
A.G.P. (through its broker-dealer division) has a placement agent agreement for the Fund and
eligible A.G.P. clients are offered it as an investment opportunity. The fact that A.G.P. ultimately
benefits from a client’s investment in the Fund creates a conflict of interest, as we have an
incentive for our IARs to recommend investments into the Fund. We have adopted policies to
address these conflicts. A.G.P. personnel do not benefit directly from the Fund, and we have
implemented policies to oversee that clients’ accounts are managed in accordance with their
stated investment objectives and risk tolerances.
E. Selection of Other Advisors or Managers and How This Adviser is Compensated for
Those Selections
As previously disclosed, we recommend the services of certain third-party money managers as
co-registered investment advisers or sub-advisers to certain of our clients who are suitable for
such an arrangement to manage all or a portion of the client’s assets. In exchange for this
recommendation, we share our investment advisory fees with these co-advisers and sub-advisers.
As such, our investment advisory fees are paid directly by the client to our co-adviser or our sub-
advisers, who then compensates A.G.P. For the EPC Sub-Advisory Program, clients pay A.G.P.
directly and we pay a portion to EPAM. The portion of the advisory fee paid to us does not increase
the total advisory fee paid to these third parties by the client. Our current roster of outside third-
party money managers consists of only those third-party money managers that have entered into
agreements with A.G.P. to provide these services. As such, clients should be aware that there
may be other co-advisers or sub-advisers that would charge them less fees for the same services,
but A.G.P. clients are only able to utilize those co-advisers and sub-advisers that have a contract
with A.G.P. for those services.
The fees will not exceed any limit imposed by any regulatory agency. A.G.P. will always act in the
best interests of the clients, including when determining which third-party investment adviser to
recommend to clients. A.G.P. will ensure that all recommended advisers are licensed, or notice
filed in the states prior to recommending such advisers to clients.
F. Other Related Businesses to this Adviser and Possible Conflicts of Interests
Other than what is previously discussed in Items 4 and 10 above, A.G.P. does not have any other
related businesses.
G. Other Information Regarding Conflicts of Interest
With respect to all of the items disclosed above, clients should be aware that the receipt of
additional compensation for these services creates a conflict of interest that may impair the
objectivity of our firm and these individuals when making advisory recommendations. A.G.P.
endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a
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registered investment adviser. We take the following steps to address this conflict:
• A.G.P. has adopted and strictly adheres to a code of ethics, wherein, among other things,
we mandate that our IARs put their clients’ interests first at all times.
• we disclose to clients the existence of all material conflicts of interest, including the
potential for our firm and our employees to earn compensation from advisory clients in
addition to our firm's advisory fees;
• we advise our clients that they are not obligated to purchase recommended investment
products from our employees as that decision is entirely at their discretion;
• we collect, maintain and document accurate, complete and relevant client background
information, including the client’s financial goals, objectives and risk tolerance;
• our firm's management conducts regular reviews of each client account to verify that all
recommendations made to a client are suitable to the client’s needs and circumstances;
• we require that our employees seek prior approval of any outside employment activity so
that we may ensure that any conflicts of interests in such activities are properly addressed;
• we periodically monitor these outside employment activities to verify that any conflicts of
interest continue to be properly addressed by our firm; and
• we educate our employees regarding the responsibilities of a fiduciary, including the need
for having a reasonable and independent basis for the investment advice provided to
clients.
Item 11 – Code of Ethics, Participation or Interest
in Client
Transactions and Personal Trading
A. Code of Ethics
A.G.P. believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary
duty, we place the interests of our clients ahead of the interests of the firm and our personnel. We
have adopted a Code of Ethics (the “Code”) that outlines the high standards of conduct that A.G.P.
seeks to observe. A.G.P.’s personnel are required to conduct themselves with integrity at all times and
follow the principles and policies detailed in our Code of Ethics.
A.G.P.’s Code of Ethics attempts to address specific conflicts of interest that either we have
identified or that could likely arise. A.G.P.’s personnel are required to follow guidelines from the
Code in areas such as gifts and entertainment, other business activities, prohibitions of insider
trading and adherence to applicable federal securities laws.
When associated persons engage in the types of activity described below, they must adhere to
the following general principles as well as to the Code’s specific provisions:
1. At all times, the interests of A.G.P.’s clients must come first;
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2. Employee personal security transactions must be conducted consistent with the Code in
a manner that avoids actual or potential conflict of interest; and
3. No inappropriate advantage should be taken of any position of trust and responsibility.
Procedures Regarding Trading by Access Persons in Personal Accounts
A.G.P.’s Access Persons are subject to personal trading policies governed by the Code of Ethics.
A.G.P. or our personnel may trade in securities for our/their own accounts. The securities we trade in
may be the same securities recommended to clients. Personal trading activities present a conflict of
interests as we have an incentive to take investment opportunities from clients for our own benefit or
to use the information about the transactions, we intend to make for clients to our personal benefit
by trading ahead of clients. We have adopted policies to address these conflicts. Day-to-day
management of client accounts is delegated to a sub-adviser, and A.G.P. personnel do not generally
have access to information about intended trades for clients. In addition, no Access Person may
purchase or sell shares of certain securities in an Initial Public Offering or Limited Offering without
pre-approval from the advisory CCO.
Gifts
No advisory associate will give or receive any gift or other item of more than $100 in value to/from any
person or entity that does business with or on behalf of A.G.P. without prior approval from the advisory
CCO. All gifts given and received, of any value, must be reported to the advisory CCO.
Misuse of Non-Public Information
No advisory associate will divulge or act upon any material, non-public information, as such activity
is defined under relevant securities laws and in A.G.P.’s written Insider Trading Policy.
Reporting and Compliance Procedures
Submission of Quarterly and Annual Reports: All Access Persons are required to report to A.G.P.’s
Compliance Department complete information regarding security transactions in their personal
accounts that took place during the preceding quarter. In addition, all Access Persons are required
to submit to the Compliance Department, on an annual basis, a complete report of all their security
holdings and brokerage accounts.
Annual Acknowledgement of Code of Ethics: Every advisory associate will receive a copy of the
Code initially upon hire and, at any time, an amendment takes place. Every advisory associate is
required to read and understand the requirements of the Code, and then submit to the Compliance
Department a signed certification acknowledging receipt of the Code.
Sanctions: If it is determined that a violation of the Code has occurred, A.G.P.’s senior management
may impose such sanctions as it deems appropriate, including, but not limited to, disgorging profits
made by the violator, suspension of employment and/or dismissal from A.G.P.
A complete copy of A.G.P.’s current Code of Ethics is available by sending a written request to
the CCO at our main office or by calling A.G.P. at 800-727-7922.
B.
Participation or Interest in Client Transactions
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The following items represent situations where a conflict of interest may exist between the client
and A.G.P. and/or our personnel.
Riskless Principal Transactions
There may be times when the sub-adviser feels it is in the best interest of certain clients to have A.G.P.
execute a riskless principal transaction (i.e., where A.G.P., acting as broker-dealer, purchases a
security from one advisory client into our inventory and simultaneously sells the security out of our
inventory to another advisory or brokerage client). We only consider executing principal transactions
when a clear benefit exists to the client and never for the sole benefit of A.G.P. One advantage of
principal transactions is the ability to narrow spreads on thinly traded positions, potentially receiving
more favorable pricing on both the buy and sell sides than the market currently offers. In addition,
principal transactions can provide greater liquidity.
Potential conflicts that can exist when conducting principal transactions include the incentive to favor
proprietary accounts when establishing pricing or to dispose of underperforming assets from
proprietary portfolios as well as other abuses in the absence of full market disclosure. In advance of
each principal transaction, A.G.P. provides participating clients with important details of the proposed
trade and obtains the client’s consent.
Agency Cross Transactions
There may be times when the sub-adviser feels it is in the best interest of clients to have A.G.P.
perform an agency cross transaction (i.e., where A.G.P., acting as broker-dealer, sells a security from
one advisory account to another advisory account and receives a brokerage commission). Agency
cross transactions pose a conflict of interest between the interests of A.G.P. and our clients.
A.G.P.’s practice is to engage in these types of transactions in very limited circumstances, and we
will only perform agency cross transactions when the proposed transaction is in the best interests of
both clients. Cross transactions prevent market impact (potentially lower price) on a sale transaction
and allow potential price improvement on a purchase. In effect, the price sold, and the price paid as
part of the “cross” is at a better price (bid/ask) than would be achievable if the security is sold to the
market and then re-purchased. A.G.P. will provide details pertaining to all agency cross trades to
participating clients prior to settlement of each crossed transaction. We will request client consent
and provide applicable disclosures any time we engage in agency cross transactions.
C.
Investing Personal Money in the Same Securities as Clients:
From time to time, IARs of A.G.P. may buy or sell securities for themselves that they also
recommend to clients. This provides an opportunity for IARs of A.G.P. to buy or sell the same
securities before or after recommending the same securities to clients resulting in IARs profiting
off the recommendations they provide to clients. Such transactions create a conflict of interest.
A.G.P. will always document any transactions that could be construed as conflicts of interest and
will not engage in trading that operates to the client’s disadvantage when similar securities are
being bought or sold.
D.
Trading Securities At/Around the Same Time as Clients' Securities:
From time to time, IARs of A.G.P. may buy or sell securities for themselves at or around the same
time as clients. This provides an opportunity for IARs of A.G.P. to buy or sell securities before or
after recommending securities to clients resulting in representatives profiting off the
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recommendations they provide to clients. Such transactions create a conflict of interest; however,
A.G.P. will not engage in trading that operates to the client’s disadvantage if IARs of A.G.P. buy
or sell securities at or around the same time as clients.
Item 12 – Brokerage Practices
A.
Factors Used to Select Custodian and/or Broker/Dealers
A.G.P. requires clients to establish a brokerage account with our brokerage division and custody their
assets with a third-party custodian/broker chosen by A.G.P. (“Custodial Broker”). A.G.P. requires that
clients maintain their accounts with A.G.P.’s clearing firm National Financial Services, LLC (“NFS”), a
subsidiary of Fidelity Investments or with the Royal Bank of Canada (“RBC”). Factors considered by
A.G.P. in choosing the Custodial Broker include, but are not limited to, the reasonableness of their
commissions, product availability, research and other services available to both the client and A.G.P.
A.G.P. continually attempts to obtain any and all services available from the Custodial Broker.
As an investment adviser and broker-dealer, A.G.P. has a duty to seek best execution for client
transactions. While best execution is difficult to define and challenging to measure, there is some
consensus that it does not solely mean the achievement of the best price on a given transaction.
Rather, it appears to be a collective consideration of factors concerning the trade in question. Such
factors include the security being traded, the price of the trade, the timelines of the execution, apparent
market conditions at the time the trade is placed (including the float and efficiency of the market) and
the need of the particular client. A.G.P. seeks to obtain best execution for our clients’ transactions,
which may not necessarily mean the best price or lowest commission available but rather the best
overall qualitative execution given the particular circumstances. The sub-adviser is responsible for
managing client accounts on a day-to-day basis and selecting the broker-dealer for client transactions
in accordance with their best execution policies.
Support Products and Services
The Custodial Broker may provide A.G.P. with access to their institutional trading and custody
services, which are typically not available to retail investors. These services are generally
available to independent investment advisers on an unsolicited basis. Some of the services
provided by the Custodial Broker also include brokerage, custody, research and access to certain
mutual funds and other investments that may not otherwise be available to non-institutional
investors or would require a significantly higher minimum initial investment.
The Custodial Broker may also make available to A.G.P. other products and services that benefit
A.G.P. but may not benefit our clients. Some of these other products and services may assist
A.G.P. in managing and administering clients’ accounts. These may include software and other
technology that provide access to client account data (such as trade confirmations and account
statements), facilitation of trade execution (and allocation of aggregated trade orders for multiple
client accounts), providing research pricing information and other market data and assisting with
back-office functions, recordkeeping and client reporting. Many of these services may be used to
service all or a substantial number of A.G.P.’s accounts, including accounts not maintained at the
Custodial Broker providing the services. The Custodial Broker may also make available to A.G.P.
other services intended to help A.G.P. manage and further develop our business enterprise.
These services may include consulting, publications and conferences on practice management,
information technology, business succession, regulatory compliance and marketing. In addition,
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the Custodial Broker may make available, arrange and/or pay for these types of services rendered
to A.G.P. by other independent third parties. As such, A.G.P. has an incentive to select or
recommend a Custodial Broker based on its interest in receiving the research or other products
or services, rather than on the clients’ interest in receiving most favorable execution. While as a
fiduciary, A.G.P. endeavors to act in our clients’ best interests, A.G.P.’s requirement that clients
maintain their assets in accounts at the Custodial Broker may be based in part on the benefit to
A.G.P. of the availability of some of the foregoing products and services.
In addition, due to the fact that A.G.P. does not directly pay for these services, including any
research received, it may be construed as receipt of an economic benefit by A.G.P. and therefore,
a conflict of interest exists between A.G.P. and the client.
B.
Research and Other Soft-Dollar Benefits
A.G.P. does not currently participate in soft dollar arrangements. The sub-adviser may utilize soft
dollars in accordance with their soft dollar policies.
C.
Aggregating and Allocation of Transactions
Trade Aggregation
The sub-adviser is responsible for managing client portfolios and entering client transactions on an
individual or aggregated basis, according to the sub-adviser’s policies.
Allocation of Initial Public Offerings and Private Offerings
If appropriate for the client’s overall situation, we may recommend that clients invest in other types
of securities such as an initial or secondary public or private offering (“Limited Offering”). Typically,
such securities are maintained in a separate brokerage account of the client and are not part of the
client’s managed advisory account.
Administrative Trade Errors
From time-to-time we may make an error in submitting a trade order on your behalf. Trading errors
may include a number of situations, such as:
• The wrong security is bought or sold for a client;
• A security is bought instead of sold;
• A transaction is executed for the wrong account,
• Securities transactions are completed for a client that had a restriction on such security;
or
• Securities are allocated to the wrong accounts.
When this occurs, we may place a correcting trade with the broker-dealer which has custody of your
account. If an investment gain results from the corrective action, the gain will remain in your account
unless it is legally not permissible for you to retain the gain, or we confer with you and you decide
to forego the gain (e.g., due to tax reasons). If a loss occurs due to our administrative trade error,
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we are responsible and will pay for the loss to ensure that you are made whole.
Note: To limit the respective administrative expenses and burden of processing small trade errors,
it should be noted some custodians (at their own discretion) may elect not to invoice us if the trade
error involves a de minimis dollar amount (usually less than $100). Generally, if related trade errors
result in both gains and losses in your account, they may be netted.
Item 13 – Review of Accounts
A.
Advisory Account Reviews
Accounts are reviewed on an ongoing basis to ensure their conformity with the client’s stated
investment objectives. The review process is based on a variety of factors, which include but are
not limited to the client’s investment objectives, the economic environment, outlook for the
securities markets and the merits of the securities in which the accounts are invested. In addition,
a special review of an account may be triggered by one or more of the following: (1) a change in
the client’s investment objectives, guidelines and/or financial situation communicated by the client;
(2) a change in diversification; (3) tax considerations; (4) cash added to or withdrawn from
account; (5) a purchase or sale of a security in the account; (6) a major change in the markets;
and (7) a request by a client. Reviews of accounts are usually performed by the IAR assigned to
the account. There is no limit to the number of accounts that could be assigned to an individual
IAR.
The IAR typically offers one-on-one client portfolio reviews (either in-person or telephonically) to the
clients at least annually. Clients are encouraged to contact A.G.P. at any time via email or phone to
address any questions or concerns.
B.
Account Reporting
Clients are provided monthly or quarterly account statements from the qualified custodian,
depending on the activity in the account. Reports include details of client holdings, asset allocation,
and other transaction information. See the section titled “Custody” below for additional information
on custodian and account statements. A.G.P. or your IAR may provide clients with additional written
account review reports. Comparisons to market indices and account performance may be used to
evaluate account performance in connection with these reports. We recommend comparing the
account statements you receive from the independent custodian with those you receive from us.
You should immediately inform us of any discrepancy noted between the custodian records and the
reports you receive from us. The reports may contain or refer to information provided by clients or
third parties. A.G.P. does not independently verify information provided by a custodian, client or
other third party, nor does A.G.P. guarantee the accuracy or validity of such information. A.G.P. is
not liable in connection with its use of any information provided by a client, a custodian, or other
third party in the account review reports.
Item 14 – Client Referrals and Other Compensation
Promoter Relationships
We have arrangements whereby from time-to-time A.G.P will compensate unaffiliated
persons or firms for client referrals and/or service. Under such arrangements, A.G.P.
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generally pays a percentage of the investment advisory fee payable to us by the client. This fee
may vary according to each agreement. Clients referred to A.G.P. will not be charged more than
similarly situated clients who were not referred to A.G.P. Clients referred to us by a Promoter will
receive a copy of this Disclosure Brochure along with disclosure (either orally or in writing) of the
terms of the referral arrangement and any conflicts of interest related to the arrangement at
the time of the referral. Referral arrangements are entered into in accordance with Advisers Act
Rule 206(4)-1.
Sponsorships of client events by mutual fund companies or insurance companies:
From time to time, insurance companies, mutual fund companies or the managers of mutual funds
sponsor and pay for client luncheons, or other events that A.G.P. hosts. This may include
third-party speakers that A.G.P. does not have to compensate (although A.G.P. may also pay
consultants to attend these events or other client meetings to offer their expertise). These
arrangements may give rise to conflicts of interest, or perceived conflicts of interest in that
A.G.P. has an incentive to invest client assets in investment products managed or sold by
companies that provide such benefits to A.G.P. A.G.P.’s commitment to its clients and the policies
and procedures it has adopted that require the review of such arrangements by the advisory CCO
are designed to limit any interference with A.G.P.’s independent decision making when
choosing the best investment products for our clients.
NTF mutual fund revenue sharing though Fidelity:
A.G.P. has an agreement with Fidelity pursuant to which Fidelity pays A.G.P. a small percentage
of revenue based on total A.G.P. client assets invested in eligible no transaction fee ("NTF") funds
(Fidelity funds are not eligible for this revenue sharing agreement). Under the agreement, Fidelity
pays A.G.P. up to 10 basis points (or $.10 for every $100 every year, depending on the total
amount of eligible assets in client accounts). Because these fees are based on assets under
management, as A.G.P.’s total assets grow in eligible NTF funds the greater the compensation
A.G.P. will receive. In addition, A.G.P. does not track the amount of compensation earned off
individual client investments or provide an accounting or summary of such fees to clients. A.G.P.
has worked with Fidelity to rebate such fees back to advisory clients and A.G.P. has implemented
procedures to periodically review this process to identify, and rectify, accounts that have not
rebated. A.G.P. This additional compensation arrangement should be
been properly
considered when a client considers opening an account at A.G.P. Although A.G.P. has practices
in place to rebate these fees in advisory accounts, this arrangement gives rise to conflicts of
interest, or perceived conflicts of interest, as
A.G.P. has an incentive to steer client assets to Fidelity for custodial services in general and more
specifically into eligible NTF funds that generate such revenue rather than into the Fidelity funds,
which do not generate such revenue. Notwithstanding this conflict, A.G.P. believes that this
arrangement does not interfere with its provision of advice to clients because of its practices and
controls described above. Eligible NTF funds change periodically and A.G.P. is not made aware
of which funds are considered eligible by Fidelity. In addition, A.G.P. has procedures in place to
periodically review client accounts for adherence to client investment objectives, adherence
to applicable federal securities laws, and to ensure that client assets are invested in, what we
believe, are the best available mutual funds for the strategies we are implementing and monitoring.
We will invest client assets into the Fund(s) that we feel is most advantageous to our clients,
regardless of additional fee revenues. Clients should note that this additional compensation to
A.G.P. does not directly increase clients’ expenses since they are collected by the mutual funds
themselves anyway, which revenue is then shared with Fidelity. If A.G.P. does not accept this
revenue, Fidelity retains it.
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Fidelity Cash Sweep Vehicles:
A.G.P. has entered into a “distribution assistance” arrangement with Fidelity related to the
cash sweep vehicles (i.e., money market funds or FDIC-insured sweep products) used for
cash management services provided through Fidelity. For client assets held in cash sweep
vehicles while awaiting reinvestment, Fidelity pays A.G.P. a “distribution assistance” fee based
on the average fund balance. This can range from 15 to 50 basis points (or from $0.15 to
$0.50 for every $100 per year, depending on the total amount of eligible assets in the
fund(s)). It is important to note that this arrangement has no impact on the yield of the product.
Clients should refer to the Prospectus and Statements of Additional Information for applicable
products for further information regarding such payments. A.G.P. has entered into these
arrangements to help offset the costs of running our internal trade desk and other back-office
functions, which we believe help us provide enhanced customer service. A.G.P. also has access
to cash sweep vehicles that do not pay a distribution assistance fee to A.G.P., have no minimum
initial purchase requirement, and have a potentially higher yield. Therefore, clients have the option
of utilizing any FDIC-insured sweep product or a money market fund offered by our custodian to
hold their cash balances. Our custodian offers more than 100 options for holding cash balances.
Clients are not obligated to use a cash sweep vehicle that pays us a distribution assistance fee,
and we encourage you to discuss your available options with your IAR. It is important to note
that A.G.P. recommends that clients choose a cash sweep product that allows the funds to be
readily available for new purchases. Otherwise, if the cash is deposited into certain money market
funds, we must purchase the fund, sell it, and wait for the proceeds to settle before those
proceeds are available to make new purchases. The cash sweep vehicles we recommend afford
your IAR greater flexibility to react to market conditions and opportunities than certain money
market fund options. If you intend to hold cash positions for a greater time period, the money
market fund would be the better option. We encourage you to discuss this process and your
options with your IAR to determine what best fits your needs. The distribution assistance
arrangement gives rise to conflicts of interest as
A.G.P. has an incentive to steer client assets to Fidelity to generate additional revenue,
rather than to products or custodians that do not provide such revenue. Your IAR will not receive
any portion of this compensation. Notwithstanding this conflict, A.G.P. believes this arrangement
does not interfere with its provision of advice to clients because of its practices and controls.
A.G.P. periodically reviews the fees it has negotiated with Fidelity against the services it receives,
and A.G.P. IARs and supervisors review client accounts to ensure they are consistent with their
stated needs, objectives, and financial situation.
Fidelity Margin Debit Balances:
Similar to the cash sweep arrangement described above, A.G.P. has entered into a “margin debit
participation” arrangement with Fidelity that allows A.G.P. to share in revenue from interest
charged on margin balances in client accounts. Through this program, A.G.P. will receive a
financial benefit from Fidelity for the difference between A.G.P.’s cost of funds and the loan rate
applied to margin debits. This rate can vary depending on margin rates set by the marketplace,
the Fidelity base lending rate, the aggregate amount of the margin debit balance, and
potentially other factors. Thus, A.G.P receives a portion of the margin interest charged on a client’s
margin debit balance. This means A.G.P. can determine (mark-up) the ultimate client margin debit
interest schedule that clients will pay, and the interest rate could be as high as a Fidelity Base
Lending Rate (“FBLR”) plus 300 basis points. Furthermore,
A.G.P. is paid interest on short sale transactions. As with the cash sweep arrangements,
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A.G.P. has entered into these arrangements to help offset the costs of running our internal
trade desk and other back-office functions, which we believe help us provide enhanced customer
service. The margin debit participation arrangement gives rise to conflicts of interest as A.G.P has
an incentive to recommend margin accounts and steer client assets to Fidelity to generate
additional revenue, rather than to accounts (i.e., non-margin) or to custodians that do not provide
such revenue. Your IAR will not receive any portion of this compensation. Notwithstanding this
conflict, A.G.P. believes this arrangement does not interfere with its provision of advice to clients
because of its practices and controls. We believe this conflict of interest is mitigated by the review
of each client’s application for margin to ensure it is consistent with the client’s stated needs,
objectives, and financial situation.
RBC Margin Debit Balances and Credit Interest
A.G.P. has an agreement RBC Correspondent Services pursuant to which RBC may rebate
A.G.P. under one or more circumstances. Under an interest sharing rebate, RBC may provide a
monthly rebate to A.G.P. of 100% of the spread between the margin rate provided to A.G.P.
customers and the Call Money Rate published by The Wall Street Journal plus a floating rate
depending on the total average customer margin balance. Additionally, RBC may provide a
rebate of 100% of the spread between the effective Federal Funds Rate plus 15 basis points
and the customer CIP rate, with a cap of 25 basis points. Through these programs, A.G.P. will
receive a financial benefit from RBC for the difference between A.G.P.’s cost of funds and the
loan rate applied to either margin debits or credit. This rate can vary depending on margin rates
set by the marketplace, the RBC base lending rate, the aggregate amount of the margin debit
balance or credit balance, and potentially other factors. Thus, A.G.P. receives a portion of the
margin interest charged or credit interest charged on a client’s balance. A.G.P. has entered
into these arrangements to help offset the costs of running our internal trade desk and other
back-office functions, which we believe help us provide enhanced customer service.
A.G.P.’s participation in these programs, however, gives rise to conflicts of interest as A.G.P.
has incentive to recommend margin accounts or credit accounts, and steer client assets to
RBC to generate additional revenue, rather than to accounts (e.g. non-margin) or to custodians
that do not provide such revenue. Your IAR will not receive any portion of this compensation.
Notwithstanding this conflict, A.G.P. believes this arrangement does not interfere with its
provision of advice to clients because of its practices and controls. We believe this conflict
of interest is mitigated by the review of each client’s application for margin or credit, as the
case may be, to ensure it is consistent with the client’s stated needs, objectives, and
financial situation.
Insured Deposit Rebate
RBC may also provide a rebate to A.G.P. for insured deposits of up to 60 basis points based on
A.G.P.’s monthly average daily balance held at RBC. For balances that exceed the FDIC
insurance limit, A.G.P. may receive sharing based on the monthly average balance in U.S.
Government Money Market Fund; such sharing equals 13.5 basis points less 100% of the
fees waived by the Fund (if the Fund waives 50 basis points or more, no sharing will be paid to
A.G.P. A.G.P. has entered into these arrangements to help offset the costs of running our
internal trade desk and other back-office functions, which we believe help us provide
enhanced customer service. A.G.P.’s participation in these programs, however, gives rise to
conflicts of interest as A.G.P. has incentive to steer client assets to RBC to generate additional
revenue, rather than to custodians that do not provide such revenue; A.G.P. also has incentive to
recommend that its clients deposit cash assets at RBC that exceed FDIC insurance limits.
Notwithstanding these conflicts, A.G.P. believes this arrangement does not interfere
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with its provision of advice to clients because of its practices and controls. A.G.P. periodically
review the fees it has negotiated with RBC against the services it receives, and A.G.P. IARs
and supervisors review client accounts to ensure they are consistent with their stated needs,
objectives, and financial situation.
Credit Access Line Rebate
Under the RBC Credit Access Line program, RBC may provide a rebate to A.G.P. of up to 25
basis points plus any A.G.P. mark-ups on non-negotiated lines of credit provided by RBC via
such program. Through this program, A.G.P. will receive a financial benefit from RBC for the
difference between A.G.P.’s cost of funds and the loan rate applied to credit. This rate can
vary depending on margin rates set by the marketplace, the RBC base lending rate, the
aggregate amount of the credit balance, and potentially other factors. Thus, A.G.P. receives
a portion of the margin interest charged or credit interest charged on a client’s balance. This
means A.G.P. can determine (mark-up) the ultimate client credit interest schedule that clients
will pay. A.G.P. has entered into this arrangement to help offset the costs of running our
internal trade desk and other back-office functions, which we believe help us provide
enhanced customer service. A.G.P.’s participation in this program, however, gives rise to
conflicts of interest as A.G.P. has incentive to recommend a credit accounts, and steer client
assets to RBC to generate additional revenue, rather than to accounts or to custodians that
do not provide such revenue. Notwithstanding this conflict, A.G.P. believes this arrangement
does not interfere with its provision of advice to clients because of its practices and controls.
We believe this conflict of interest is mitigated by the review of each client’s application for
margin or credit, as the case may be, to ensure it is consistent with the client’s stated needs,
objectives, and financial situation.
RBC Volume and Size Discounts
RBC may provide certain discounts to A.G.P. based upon the number of trades per month
that RBC clears for A.G.P. and the product type of the trade; such clearance charges are
typically $10.00 per trade with discounts bringing the per trade charge to approximately $2.50
depending on volume and product type; however, under certain circumstances the clearance
charge could exceed $10. RBC may also provide discounts to the annual basis point custody
fee charged to A.G.P. depending on account size; such fees may be reduced from 35 basis
points to 1 basis point depending on the type of account, size of the account, and RBC
services provided. Because these fees may be based on account size, as the accounts
managed or advised by A.G.P. grow, the size of the discounts to A.G.P. may increase. A.G.P.
does not track the amount of discounts from individual client investments or accounts or
provide an accounting or summary of such fees or discounts to clients. A.G.P. has worked
with RBC to rebate such fees back to advisory clients and A.G.P. has implemented
procedures to periodically review this process to identify and rectify accounts that have not
been properly rebated. This additional compensation arrangement should be considered
when a client considers opening an account at A.G.P. Although A.G.P. has practices in place
to rebate these fees in advisory accounts, this arrangement gives rise to conflicts of interest,
or perceived conflicts of interest, as A.G.P. has an incentive to steer client assets to RBC for
custodial and other services that generate such revenue rather than to other entities which do
not generate such revenue. Notwithstanding this conflict, A.G.P. believes that this
arrangement does not interfere with its provision of advice to clients because of its practices
and the controls described above. A.G.P. has procedures in place to periodically review client
accounts for adherence to client investment objectives, adherence to applicable federal
securities laws, and to ensure that client assets are invested in what we believe are the best
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Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
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available vehicles or investments for the strategies we are implementing and monitoring. We
will invest client assets in the most advantageous way for our clients regardless of additional
potential fee revenues to A.G.P. Clients should note that this additional compensation to
A.G.P. does not directly increase clients’ expenses since they are collected by RBC or rebated
back to clients following the discounted fee structure.
Notwithstanding the above noted conflicts, A.G.P. believes that these arrangements do not
interfere with its provision of advice to clients because of its practices and controls. As noted
above, A.G.P. periodically reviews the fees (and rebates due) it has negotiated with Fidelity
against the services it receives. Also, A.G.P.’s IARs and supervisors review client accounts
to ensure they are consistent with their stated needs, objectives, and financial situation.
Item 15 – Custody
We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that,
by signing the applicable agreement, the client has directed the custodian to pay the advisory fee
to A.G.P. on a scheduled basis without any prior notice to the client. All account assets,
transactions, and advisory fees will be shown on the monthly or quarterly statements provided by
the custodian. As part of this billing process, the client's custodian is advised of the amount of the
fee to be deducted from that client's account. On at least a quarterly basis, the custodian is
required to send to the client a statement showing all transactions within the account during the
reporting period. As described under “Review of Accounts”, certain IARs may provide to you
reports regarding your portfolio. You are encouraged to review these reports and compare them
against reports received from the custodian that services your advisory account. You should
immediately inform us of any discrepancy noted between the custodian records and the reports
you receive from your IAR. Discrepancies may occur because of reporting dates, accrual methods
of interest and dividends and other factors. The custodial statements received are the official
record of your accounts maintained with the qualified custodian for tax purposes. Any account
information provided by A.G.P. or your IAR is for informational purposes only.
Because the custodian calculates the amount of the fee to be deducted, it is important for clients
to carefully review their custodial statements to verify the accuracy of the calculation, among other
things. Clients should contact us directly if they believe that there may be an error in their
statement.
When performing retirement plan services, custody of all retirement plan assets will be maintained
with a third-party custodian selected by the Sponsor, and the retirement plan recordkeeping will
be provided by a third-party record keeper selected by the Sponsor. We will not serve as a
custodian of a retirement plan for which we provide advisory or investment management services.
Our firm does not have actual or constructive custody of client accounts.
Item 16 – Investment Discretion
Unless specifically agreed upon in advance in writing, A.G.P. has full discretion to decide the specific
security to trade, the quantity and the timing of transactions for client accounts, the broker or dealer in
which to execute such securities transactions and determine what transaction fee rate shall be paid on
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
42
client’s behalf. A.G.P. will not contact clients before placing trades in their account. Clients will receive
confirmations directly from the broker for any trades placed. Clients grant us discretionary authority in
the applicable agreement they sign with us, and clients also give us trading authority within their
accounts when they sign the custodian paperwork. Certain client-imposed conditions may limit our
discretionary authority, such as where the client prohibits transactions in specific security types.
It is A.G.P.’s intention to keep all clients informed, usually via email updates, webinars and reports
published on the Internet, of the basic structure of investment portfolios and possible future changes
that may be made to those portfolios. Investment and brokerage discretion is maintained legally in
order to facilitate the ability to make changes quickly to client accounts should market conditions
warrant. The intent of discretion is one of speed and efficiency rather than a desire to reduce
communication and interaction with clients. Prospective clients are encouraged to discuss the use of
A.G.P.’s discretion in managing their accounts prior to becoming a client. Discretion is used
primarily for the timing, magnitude, and scope of portfolio changes. A.G.P. maintains an open-
door policy in terms of the client’s ability to ask questions concerning their account(s) or their
current investment strategy. In order to faithfully execute a fiduciary duty and allocate the proper
amount of time to investment research and client account management, A.G.P. seeks to find a
reasonable balance between one-on-one client interaction and maintaining a focus on the primary
task of money management.
Through the applicable agreement, clients have granted trading authority to A.G.P. and our IARs.
Since A.G.P. is compensated on advisory accounts based on the value of the client’s account, A.G.P.
is financially motivated to reduce third-party custodial fees (just as an individual investor would be).
A.G.P. feels that the best way to make a prudent business decision on third-party custodial fees (or
any third-party fee) is to review the fee in terms of the percentage of the client’s principal.
Item 17 – Voting Client Securities
A. Proxy Voting
A.G.P. does not accept or have the authority to vote client securities. However, clients may call us if
they have questions about a particular solicitation. A.G.P. will not be deemed to have proxy voting
authority solely as a result of providing advice or information about a particular proxy vote to a client.
Clients will receive their proxies or other solicitations directly from their custodian or a transfer agent.
Our agreement and/or the plan’s written documents will evidence and outline this authority.
B. Class Actions
A.G.P. does not instruct or give advice to clients on whether or not to participate as a member of
class action lawsuits and will not automatically file claims on the client’s behalf. However, if a client
notifies us that they wish to participate in a class action, we will provide the client with any
transaction information pertaining to the client’s account that is required by the client to file a proof
of claim in a class action.
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
43
Privacy Policy Statement
We recognize the importance of protecting the confidentiality of nonpublic personal information
that we collect about our customers (for the purpose of this document, the term “our customers”
refers to you). The information is used to ensure accuracy in reporting and record keeping, to
maintain our customers’ accounts, and to carry out requested transactions. Keeping this
information secure is a top priority for us, and we are pleased to share with you our privacy policy.
1. We collect nonpublic personal information about our customers from the following sources:
• Applications or other forms (such as name, address, social security number, assets and
income).
• Customers’ transactions with us, their financial organizations or others.
• Consumer reporting agencies (such as credit worthiness and credit history).
2. Our internal data security policies restrict access to nonpublic personal information to
authorized employees only. We maintain physical, electronic and procedural safeguards that
are designed to comply with federal standards to protect our customers’ nonpublic personal
information. Employees who violate our data security policies are subject to disciplinary action,
up to and including termination.
3. We may disclose nonpublic personal information about our customers to nonaffiliated third-
parties with whom we have contracted to perform services on our behalf, such as, printing,
mailing, fraud prevention, and data processing services, as well as nonaffiliated financial
organizations with which we have clearing agreements. We may disclose all of the information
that we collect, as described above. We may also disclose nonpublic personal information
about our customers as permitted or required by law.
4. We do not disclose nonpublic personal information about former customers, except as
permitted or required by law.
If our customers visit the A.G.P. websites, we may occasionally use a “cookie” in order to provide
better service, to facilitate our customers’ use of the website, to track usage of the website and to
address security hazards. A cookie is a small piece of information that a website stores on a
personal computer and which it can later retrieve. We may use cookies for some administrative
purposes, for example, to store our customers’ preferences for certain kinds of information. None
will contain information that will enable anyone to contact our customers via telephone, email, or
any other means. If our customers are uncomfortable with the use of cookie technology, they can
set their browsers to refuse cookies. Certain of our services, however, may be dependent on
cookies and our customers may disable those services by refusing cookies.
A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A – Disclosure Brochure
Revised October 29, 2025
44