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Brian D. Lowder Inc.
March 15, 2026
FIRM BROCHURE
(Part 2A of Form ADV)
March 15, 2026
BRIAN D. LOWDER, INC
12760 High Bluff Drive, Ste. 370
.
San Diego, CA 92130
(858) 794-6800
www.bdlowder.com
mail@bdlowder.com
This Brochure provides information about the qualifications and business practices of BRIAN D.
LOWDER, INC. [“ADVISER”]. If you have any questions about the contents of this Brochure, please
contact us at 858-794-6800 or mail@bdlowder.com. The information in this Brochure has not
been approved or verified by the United States Securities and Exchange Commission or by any
state securities authority.
BRIAN D. LOWDER, INC. is a registered investment adviser. Registration of an Investment Adviser
does not imply any level of skill or training. The oral and written communications of an Adviser
provide you with information about which you determine to hire or retain an Adviser.
Delivering a brochure or brochure supplement in compliance with this section does not relieve
BRIAN D. LOWDER, INC. of any other disclosure obligations we have to our advisory clients or
prospective clients under any federal or state laws or regulations. Additional information about
BRIAN D. LOWDER, INC. also is available on the SEC’s website at www.adviserinfo.sec.gov.
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Item 1: Cover Page
See previous page.
Item 2: Material Changes
On July 28, 2010, the United State Securities and Exchange Commission published
“Amendments to Form ADV” which amends the disclosure document that we provide to
clients as required by SEC Rules. This Brochure dated March 15, 2026 is a new document
prepared according to the SEC’s new requirements and rules. As such, this Document is
materially different in structure and requires certain new information that our previous
brochure did not require.
In the future, this Item will discuss only specific material changes that are made to the
Brochure and provide clients with a summary of such changes. We will also reference the
date of our last annual update of our brochure.
In the past we have offered or delivered information about our qualifications and business
practices to clients on at least an annual basis. Pursuant to new SEC Rules, we will ensure
that you receive a summary of any material changes to this and subsequent Brochures
within 120 days of the close of our business’ fiscal year. We may further provide other
ongoing disclosure information about material changes as necessary.
We will further provide you with a new Brochure as necessary based on changes or new
information, at any time, without charge.
Currently, our Brochure may be requested by contacting Tayler Foster, Office
Manager at 858 794-6800 or tayler@bdlowder.com. Our Brochure is also available
on our web site www.bdlowder.com , also free of charge.
Additional information about BRIAN D. LOWDER, INC. is also available via the SEC’s web
site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any
persons affiliated with BRIAN D. LOWDER, INC. who are registered, or are required to be
registered, as investment adviser representatives of BRIAN D. LOWDER, INC.
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Item 3: Table of Contents
Item 1 – Cover Page ............................................................................................................................................... i
Item 2 – Material Changes.................................................................................................................................. ii
Item 3 – Table of Contents ................................................................................................................................ iii
Item 4 – Advisory Business ............................................................................................................................... 1
Item 5 – Fees and Compensation..................................................................................................................... 3
Item 6 – Performance-Based Fees and Side-By-Side Management .................................................... 5
Item 7 – Types of Clients .................................................................................................................................... 6
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 6
Item 9 – Disciplinary Information ................................................................................................................... 8
Item 10 – Other Financial Industry Activities and Affiliations ............................................................. 8
Item 11 – Code of Ethics ..................................................................................................................................... 9
A.
Participation or Interest in Client Transactions and Personal Trading .............................. 9
A.
Item 12 – Brokerage Practices ...................................................................................................................... 10
Research and Soft Dollar Benefits ................................................................................................. 11
B.
Referral Fees .......................................................................................................................................... 11
Item 13 – Review of Accounts ........................................................................................................................13
Item 14 – Client Referrals and Other Compensation ............................................................................ 14
A.
Item 15 – Custody .............................................................................................................................................. 14
Brian Lowder, President Trustee Activities ............................................................................. 16
Item 16 – Investment Discretion .................................................................................................................. 16
Item 17 – Voting Client Securities ................................................................................................................ 17
Item 18 – Financial Information ................................................................................................................... 17
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Item 4: Advisory Business
BRIAN D. LOWDER, INC. (“ADVISER”) provides fee-only financial planning and investment
management services to individuals, families, trusts, corporations and charitable
organizations. The firm was established in October, 1987 by Brian D. Lowder and remains
100% owned by Mr. Lowder. BRIAN D. LOWDER, INC. is a Registered Investment Adviser
with the Securities and Exchange Commission.
Financial planning and investment management services are suitable for individuals and
small business owners across a broad range of occupations, ages and financial
circumstances. The common theme is each business, person or family is facing a major
financial decision or a life transition such as; growth of a business, a pending retirement,
need to develop an investment plan, receiving an inheritance, a change in marital status,
job transition, college education expenses, or the birth of a child.
BRIAN D. LOWDER, INC. receives compensation under one or more of the following three
methods described below. Under all circumstances, all compensation is fee-only and no
commissions or referral fees are paid to or received by employees or owners of BRIAN D.
Wealth Management/Financial Planning:
LOWDER, INC.
Applicant provides, on a fee-only basis: a)
investment advice, counseling, selection and management; b) tax planning; c) retirement
planning; d) estate planning; e) business planning; f) college funding and planning
strategies and; g) risk management. These services, depending on client needs, may be
contracted for separately or coordinated and integrated in a comprehensive financial plan.
Fees are determined based on either: a) an hourly rate not to exceed $275.00 per hour,
which includes the preparation of the written analyses and recommendations or b) a fixed
fee quoted in advance for Financial Planning services. The lesser of one-half the total fee or
$500.00 is due and payable upon signing the Financial Planning Agreement. The balance is
due and payable upon presentation and delivery of the written financial plan. Clients may
implement the financial advisory recommendations themselves, through other
professionals or through the ADVISER.
Continuing Services
provided under a Financial Planning Agreement or
Fees for
Continuing Services Agreement (e.g. counseling, reviews, implementation, periodic updates
or other specific tasks) are based on the hourly rate not to exceed $275.00 per hour or flat
Investment Management
fees quoted in advance, and are billed periodically for services rendered.
: BRIAN D. LOWDER, INC. offers investment management
services defined as the process of preserving and increasing your wealth by creating,
Investment Policy
selecting, and continuously monitoring a portfolio of securities. The investment
Statement (IPS).
management process begins with the ADVISER creating a written
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The IPS is tailored to each company, trust, individual or family’s specific
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needs and circumstances by identifying and stating each client’s unique objectives, risk
tolerance, constraints, target investment return, time horizon, income tax implications, and
unique circumstances. The IPS is presented, reviewed with or without changes, and
approved by clients before any securities are selected, purchased or sold.
Investment selection process begins with assessing the macro economic environment,
identifying trends and assessing their likely impact on each type of investment or asset class
performance. A recommended asset allocation (the process of choosing what proportion
of a total portfolio should be invested in each asset class or category) is
developed based on the preceding economic analysis, the client objectives and client risk
profile. The portfolio design is tailored to meet each client’s specific objectives and risk
tolerance. Managed accounts are not assigned to a pre-determined model portfolio or
generic risk profile and invested in the same securities. Clients may impose restrictions on
investing in certain securities or types of securities and those restrictions, if any, must be
clearly identified and included in the IPS. ADVISER reserves the right to accept or
terminate the investment management agreement if restrictions requested and imposed by
the client would prevent or hinder ADVISER’s ability to manage the portfolio according to
the stated objectives.
The ADVISER’S core investment philosophy places a high priority on fundamental
investment analysis, diversification, a long-term investment horizon and infrequent
trading. However, the ADVISER can and will make infrequent tactical (short-term) changes
or shifts to the overall asset allocation when opportunities arise, exogenous events warrant
changes and when the ADVISER’S confidence level is high regarding the necessity of a
tactical change. Portfolio holdings are monitored continuously and adjustments are made
when necessary to reflect changing market conditions, new investment opportunities, or
when changes occur in client needs or circumstances. All investment selections and
holdings are marketable (able to sell daily) and quarterly portfolio and performance
reports are delivered to clients following each calendar quarter.
Prior to the implementation and management of client portfolios, a written agreement
setting forth the terms, conditions and fees must be signed by both parties. ADVISER will
provide this Brochure and Supplemental Brochure(s) to each client and prospective client
and will continue the advisory relationship until terminated by either party. ADVISER will
request current and historical portfolio information on existing account holdings from each
client including, but not limited to, cost basis of investments and purchase dates. ADVISER
will NOT assume responsibility for the accuracy of the information provided by the client
or the client’s other professionals (accountant, former advisor, broker-dealer). Clients are
responsible for notifying ADVISER of any and all material changes to the client’s financial
situation, risk tolerance, retirement status or any other event that may warrant changes to
the overall portfolio asset allocation or individual holdings.
Annual fees are charged for Portfolio or Investment Management services. Fees are based
on a fixed annual amount or a percentage of assets managed, and are payable quarterly.
Under special circumstances investment management fees are negotiable. One-fourth of
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the total annual fee is payable quarterly, computed in arrears, and based on the ending
quarterly asset value. Quarterly fees are deducted from the investment accounts upon
written authorization from each client or invoiced to the client and paid by check. Either
party may terminate the Investment Management Agreement at any time by written notice
delivered to the other party. A prorated refund, if any, of the annual investment
management fee will be determined and delivered no later than 30 days from receipt of
termination notice.
Late Fees:
Clients are subject to a late fee computed at the rate of 1.5% per month, on any
unpaid and outstanding billing statements unpaid after a thirty-day grace period. The
computation period begins 10 days after the date of the billing statement.
As of December 31, 2025, the total number of client assets under management by BRIAN
D. LOWDER, INC. on a discretionary and non-discretionary basis was:
Type of Account
Assets Under Management
Discretionary
$388,077,258
Non-Discretionary
$
0.00
The total number of discretionary investment management clients or client relationships
was 197. The total number of investment accounts belonging to the 197 clients was 643.
Item 5: Fees and Compensation
All investment management, financial planning, wealth management and consultation
services are defined in a written agreement (contract) setting forth the terms, conditions
and fees before BRIAN D. LOWDER, INC. will render its services. All fees are subject to
negotiation at the sole discretion of the ADVISER. The primary determinants of fee
reductions are based on the complexity and/or the amount of time estimated to prepare
and deliver the financial advisory services. For investment management services, fee
reductions may be negotiated based on the size of the total assets under management
and whether the target return and risk objective is below- average or relatively
Financial Planning/Wealth Management Fees
conservative.
These services may involve an analysis of a client’s entire financial situation all at once or
the initial services may be focused on addressing or resolving a specific area of immediate
concern such as retirement planning, education funding, business planning, income tax
planning, debt refinancing, etc. These services, depending on client needs, may be
coordinated and integrated in a comprehensive financial plan or addressed individually as
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needed or requested by the client. Under either circumstance, a written proposal is
provided which specifies the scope of the services requested or recommended and the fees
Fixed Fee:
are determined as follows:
A fixed or flat fee is identified in advance before a written contract is
executed. A portion of financial planning fee up to a maximum of $500 is collected in
advance and the balance of the flat fee is due and payable upon completion and
Hourly Consultation Fee:
presentation of the financial plan.
Fees charged for consultations or continuing services
are based on an hourly rate not to exceed $375.00 per hour. Invoices are billed directly to
Investment Advisory
clients and are due and payable upon completion of the consultation(s).
Portfolio Review:
Occasionally, clients may request an overall review of their current
one-third of 1% (0.3%)
investment accounts and the specific individual securities held within the accounts with
expressed the intent to retain the ongoing investment management responsibilities
themselves. ADVISER may elect to perform the portfolio review and provide specific buy,
hold and sell recommendations within a prescribed asset allocation. The portfolio review
fee is
on the total value of the account(s) under review and is due
upon presentation and delivery of the portfolio review. ADVISER does not implement the
recommended changes nor assume any ongoing responsibilities of monitoring, evaluating
or making recommended changes upon completion of the portfolio review. The portfolio
Investment Management:
review service excludes ongoing asset management (discussed below).
The specific manner in which fees are charged by BRIAN D.
LOWDER, INC. for ongoing or continuous asset management services is established in a
client’s written agreement (contract). BRIAN D. LOWDER, INC. will generally bill its
ongoing asset management fees on a quarterly basis. All new clients are billed in arrears at
the end of each calendar quarter. Clients may elect to be billed directly for fees or to
authorize BRIAN D. LOWDER, INC. to directly debit fees from client accounts. Management
fees shall be prorated when capital contributions and/or withdrawals equal or exceed 10%
of the account value when made during the applicable calendar quarter. Accounts initiated
or terminated during a calendar quarter will be charged a prorated fee. Upon termination
of any account, any prepaid, unearned fees will be promptly refunded, and any earned,
unpaid fees will be due and payable.
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BRIAN D. LOWDER, INC.’s investment management fees are exclusive of discount
brokerage commissions, transaction fees, and other related costs and expenses which shall
be incurred by the client. BRIAN D. LOWDER, INC. and supervised persons recommend
discount brokerage firms to custody client accounts and to implement securities
transactions. Clients may incur certain charges imposed by custodians, brokers, and other
third parties such as fees charged by mutual fund managers, custodial fees, odd-lot
differentials, transfer taxes, wire transfers, electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Mutual funds and exchange traded funds
also charge internal management fees, which are disclosed in a fund’s prospectus. Such
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charges, fees and commissions are exclusive of and in addition to BRIAN D. LOWDER, INC.’s
fee and BRIAN D. LOWDER, INC. shall not receive any portion of these commissions, fees,
and costs. All mutual fund recommendations do not charge commissions or more
commonly known as are no-load mutual funds.
ADVISER and employees of ADVISER will generally recommend discount brokerage firms
to custody and implement securities transactions. Although transaction costs are a primary
consideration when selecting a brokerage firm, the discount brokerage firms
recommended may not necessarily provide the absolute lowest cost for trade executions as
broker size, financial stability, years in business, execution, reporting services and other
parameters are also considered in the selection process. Clients may purchase or sell
securities through any broker of their choice and are under no obligation to purchase
securities through ADVISER. For those clients who prefer to conduct trades on their own
behalf, several discount brokers will be identified by the ADVISER.
client
e.g.
Item 12 further describes the factors that BRIAN D. LOWDER, INC. considers in selecting or
recommending broker-dealers for
transactions and determining the reasonableness
of their compensation (
, commissions).
Portfolio or Investment Management
services. Fees are
Annual fees are charged for
based on a fixed annual amount or a percentage of assets managed, and are payable
quarterly. Fixed annual fees are negotiable. Percentage fees are as follows:
(a)
(b)
(c)
(d)
(e)
The minimum annual fee is $ 5,000.00 or $ 1,250.00 per quarter
1.00% on asset value up to $750,000, plus
0.90% on asset value between $750,000 and $1,000,000 plus,
0.70% on asset value between $1,000,000 and $2,000,000, plus
Negotiated from $2,000,001 and up
Late Fees: Clients are subject to a late fee computed at the rate of 1.5% per month, on any
unpaid and outstanding billing statement(s) that remain unpaid after a thirty-day grace
period. The computation for the grace period begins ten (10) days following the date on
the billing statement.
Item 6: Performance-Based Fees and Side-By-Side Management
BRIAN D. LOWDER, INC. does not charge any performance-based fees (fees based on a
share of capital gains on or capital appreciation of the assets of a client).
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Item 7: Types of Clients
BRIAN D. LOWDER, INC. provides portfolio management and financial planning services to
individuals, retirees, executives and professionals, business owners, high net worth
individuals, corporate pension and profit-sharing plans, trust accounts, charitable
institutions, foundations, endowments, and IRA accounts. For investment management
clients, the minimum account size is $500,000. However, BRIAN D. LOWDER, INC. may, in
its sole discretion, accept and retain clients with combined minimum account size of less
than $500,000.
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear. To
properly address the tradeoff between risk and return, each client portfolio is uniquely
designed. BRIAN D. LOWDER, INC. does not create and maintain a set number of “model”
portfolios and require all clients to be assigned and similarly invested in one of the
categories; for example, conservative, moderate, income or growth oriented.
Investment Policy Statement (IPS).
ADVISER’S primary method in formulating investment advice begins with a thorough
analysis and evaluation of each client’s investment goals, objectives, desired or target rate
of return, risk tolerance, time horizon, income tax implications and several other
parameters and unique circumstances. This evaluation and assessment is provided to each
client in a written and signed
With a clear understanding of each client’s risk and return objectives, investment strategies
are developed that place a high priority on fundamental investment analysis,
diversification, portfolio balance and infrequent trading. Our methods of analysis begin
with a macro view or “top-down” evaluation of the overall economy and financial markets.
The purpose for beginning with a macro view is to develop an opinion as to whether stocks,
bonds, and other asset categories are relatively fairly priced, undervalued, or over-valued
and to identify which industries or segments of the economy may perform better or worse
given current conditions.
Second, ADVISER will recommend a target asset allocation (asset allocation is the process
of determining what proportions of a client’s total assets should be invested in various
asset classes such as stocks, bonds, real estate, etc.) and further recommend how assets
should be allocated within each primary asset class (i.e. growth, income, large companies,
small companies, international, etc.). Lastly, ADVISER will provide specific investment
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recommendations and identify which portfolio holdings should be bought, sold, or held in
the portfolio.
Strategic, Tactical, and Core and Satellite asset allocation methods are the primary
strategies used to implement investment recommendations and ascertain that the
fundamental features of all investment holdings coincide with the clients’ investment
objectives and risk tolerance.
Strategic asset allocation is a traditional approach and core concept to determine how
much of each individual’s total assets should be invested in various investment categories in
order to achieve his/her objective without exceeding his/her risk tolerance. Once the asset
allocation is determined (such as 50% stocks, 40% bonds and 10% cash), the
proportion should be maintained over long periods of time rather than reacting to market
changes. Periodically, the portfolio is rebalanced back to its original allocation. Simply
stated, this approach is a static buy-and-hold strategy. The primary benefits of using
Strategic asset allocation are a) achieving predictable results equivalent to the performance
of the overall financial markets, b) less costly (lower trading expenses) than actively
managed strategies, and c) income tax efficient (fewer changes minimize taxable
gains/losses). Therefore, a Strategic or static asset allocation model is an appropriate
strategy for the “core” portion of investment portfolios. The primary risk of this approach is
staying fully invested within the prescribed asset allocation even when financial markets
drop or when certain asset classes become overvalued. There is no allowance for adjusting
the portfolio towards or away from more conservative or aggressive categories.
Tactical asset allocation begins with creating a static or fixed asset allocation or mix of
investment categories but permits changes or tactical deviations to take advantage of
unusual or exceptional investment opportunities. This flexibility allows for participation
in economic conditions that are more favorable for one asset class over others. Once the
purpose for making the change or when the opportunity has run its course, then the
portfolio is rebalanced back to its long-term asset mix or position. The primary risk of this
approach is incorrect analysis or surprise events may occur and produce unexpected or
inferior results when compared to a buy-and-hold strategy.
The Core and Satellite or core-and-explore asset allocation is a hybrid of the strategic and
core
tactical allocations identified above. Here the portfolio is made up of two components. The
portion is made of stocks, bonds, real estate, etc. using index funds and individual
satellite
securities that closely match the market returns in each asset class and represent the
strategic portion of the portfolio – usually 50% to 80% of the total. The remaining portion
represents the
portion of the portfolio where a tactical approach is implemented
to take advantage of short-term opportunities or to emphasize certain investments classes
or individual selections.
BRIAN D. LOWDER, INC. uses the Core and Satellite asset allocation approach in most cases
because it allows for both discipline and flexibility in the investment management process.
Investment Policy
The core portion of the portfolio provides diversification, market returns, reduced
Statement
expenses and a framework to stay within the guidelines established in the
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that are unique to each client. In addition, each asset class is assigned a
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range rather than a specific percentage number. For example, ADVISER may recommend
that large-company U.S. stocks represent 30% of the total portfolio. To allow for flexibility,
the range of large U.S. stock holdings may be assigned a 20% to 40% range in order to
reduce and minimize risk in down markets or increase exposure during a growing
economic environment. The satellite portion allows flexibility to pursue short-term
investment opportunities or to emphasize specific investments or categories agreeable to
both investment manager and client without having to stay within the rigid boundaries of a
static, long-term buy-hold framework.
BRIAN D. LOWDER, INC. may recommend a variety of particular investments such as
individual securities, index funds, exchange-traded funds (ETF’s), mutual funds, etc. In all
cases, investment selections and recommended securities are marketable and trade on
organized stock exchanges. ADVISER does not recommend illiquid securities, private
placements, partnerships, or other securities that are not marketable and cannot be sold
readily through an organized stock exchange. Although ADVISER does not purchase or
manage illiquid securities, clients may already own or hold ongoing interests in
partnerships that were purchased previously to the advisory relationship and the ADVISER
may provide advice and recommendations for these securities.
The main sources of information ADVISER uses for investment selection include: Financial
newspapers, magazines, corporate and mutual fund rating services, research materials
prepared by others, quarterly/annual reports, mutual fund prospectuses, filings with the
Securities and Exchange Commission, company press releases, and other research services.
Item 9: Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any
legal or disciplinary events that would be material to a client’s or prospective client’s
evaluation of BRIAN D. LOWDER, INC. or the integrity of its management. BRIAN D.
LOWDER, INC. and all management persons with the firm have not been subject to any
legal or disciplinary event and thus have no disciplinary information to disclose with
respect to this Item.
Item 10: – Other Financial Industry Activities and Affiliations
Neither BRIAN D. LOWDER, INC., nor any member of its management is registered as a
securities broker-dealer. ADVISER does not have any affiliation with any related person
who is a broker-dealer, investment company, insurance company or agency, hedge fund,
financial planning firm, commodities trading advisor, futures merchant, banking or thrift
institution, accounting or law firm, real estate broker or dealer or any entity that creates or
markets private partnerships.
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Neither BRIAN D. LOWDER, INC., nor any member of its management has any
arrangements, oral or in writing, to receive cash or any economic benefit (such as referral
fees, equipment, free subscriptions, etc.) from a non-client in connection with giving
financial planning or investment advice to clients.
Item 11: Code of Ethics Participation or Interest in Client Transactions
BRIAN D. LOWDER, INC. has adopted a Code of Ethics (“the Code”) that requires all
principals, officers and staff, hereafter referred to as “supervised persons”, to observe and
comply with the Code and the principles that guide the Code. The purpose of the Code is to
assure uniform standards of ethical conduct are maintained by supervised persons to
protect the integrity of BRIAN D. LOWDER INC., avoid circumstances that might reflect
unfavorably upon the firm and to demonstrate loyalty, good faith and fiduciary duty
towards its clients. The Code includes provisions relating to the confidentiality of client
information, a prohibition on insider trading, restrictions on the acceptance of significant
gifts and the reporting of certain gifts and business entertainment items, personal
securities trading procedures, distribution of the Code of Ethics, and general ethical
principles. All supervised persons at BRIAN D. LOWDER, INC. must acknowledge the terms
of the Code of Ethics and Compliance Manual annually, or as amended. BRIAN D. LOWDER,
INC. will provide a copy of the Code of Ethics to any client or prospective client upon
request.
B. Participation or Interest in Client Transactions and Personal Trading
BRIAN D. LOWDER, INC does not act as principal or conduct principal transactions where
ADVISER buys securities for itself and then sells securities to its own advisory clients.
Further, neither ADVISER nor any supervised persons act as general partner in a
partnership or any other entity where clients are solicited to invest. Additionally, neither
ADVISER nor any supervised persons act as an adviser or solicitor for any mutual fund or
investment company that is recommended to clients.
ADVISER and/or supervised persons may own shares of securities, directly or indirectly,
that are also recommended to clients. Investment recommendations made to clients may
differ or be similar depending upon the client’s stated objectives. Purchases or sales of any
exchange-listed security for the personal accounts of supervised persons must first be
approved by the Compliance Officer, Brian Lowder, or a member of investment/oversight
committee. Client securities transactions have priority over transactions of supervised
persons and must follow the transactions made of behalf of clients, except for index and
mutual funds. In addition, supervised persons may participate in block trades with clients.
Block trades occur when all buy or sell orders for clients and supervised persons for a
specific security are totaled, executed together in one large trade, the lower transaction
costs are shared equally, and all accounts receive the same average price.
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All supervised persons must submit to the Compliance Officer an initial holding report of all
securities in which they, their families or trusts of which they are trustees or primary
beneficiaries (indirect ownership), own within 30 days of becoming a supervised person
and thereafter on at least a quarterly basis. The report or copies of statements shall
include the name of the security, trading symbol, date of the transaction, price and the
name of the broker-dealer. This requirement may be satisfied and currently is being
satisfied by each supervised person by authorizing duplicate confirmations of all trades
and monthly brokerage statements to Brian Lowder. Presently, all investment account
statements and confirmations of all supervised persons are automatically delivered daily
via electronic download to the Compliance Officer. Employee trading is continually
monitored under the Code of Ethics, and to reasonably prevent conflicts of interest
between BRIAN D. LOWDER, INC. and its clients.
It is BRIAN D. LOWDER, INC.’s policy that the firm will not affect any principal or agency
cross securities transactions for client accounts except in the case of individual fixed
income (bond) transactions. On occasion, ADVISER may initiate a cross transaction with
prior approval from both parties and when it is beneficial for both parties to do so. Cross
transactions occur when a specific fixed income security (a bond) of one client is sold
(purchased) and simultaneously purchased (sold) by another client. For example, this
situation may arise when one client needs liquidity for an immediate withdrawal of funds
while another client has received a buy recommendation from ADVISER to purchase the
same or a similar fixed income security. When executing a cross transaction, both parties
(clients) receive a median price that is better than what either client would normally
receive if each transaction was executed individually.
Item 12: Brokerage Practices
A. Custodians and Brokers
). Client assets or accounts must be maintained in an account
BRIAN D. LOWDER, INC. has no economic relationships with any broker-dealer and does
not maintain custody of client assets that we manage or assets under which we may provide
advice for a one-time fee or hourly rate (although ADVISER may be deemed to have
see Item 15 Custody, below
custody of your assets if client gives us the authority to withdraw assets from your account
–
at a “qualified custodian”, generally a broker-dealer, bank, or mutual fund company.
ADVISER may execute securities transactions on behalf of clients either through the client’s
existing broker-dealer, directly with mutual fund companies or discount broker-dealers.
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ADVISER may recommend or request that clients use Charles Schwab & Co., Inc (Schwab), a
FINRA-registered broker-dealer, member SIPC, as the qualified custodian. BRIAN D.
LOWDER, INC. is independently owned and operated and not affiliated with Charles
Schwab & Company. Schwab will hold your assets in a brokerage account and buy and sell
securities when ADVISER or clients instruct them to execute a trade. While ADVISER may
recommend that clients use Schwab as custodian/broker, clients will decide whether to do
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so. While ADVISER has paper and electronic access to opening an account agreement with
Schwab, clients are responsible for entering into an account agreement directly with
Schwab. Even though CLIENT account(s) are maintained at Schwab, ADVISER may use
other brokers to execute trades in the account as described in the next section below.
B. How ADVISER Selects Brokers/Custodians
•
ADVISER’s Chief Compliance Officer and Investment/Oversight Committee are responsible
for identifying, evaluating and approving broker-dealers to use when executing securities
trades for clients’ accounts. ADVISER seeks to recommend and use a custodian/broker who
will hold CLIENT assets and execute transactions on terms that are overall most
advantageous when compared to other providers and their services. Various factors are
included in selecting a broker-dealer including:
•
Financial Strength and Stability
•
Record Keeping
•
Client Statement Reporting
•
Transaction Costs and Asset Custody Services
•
Ability to Obtain Best Execution Pricing (capability and competitiveness to buy and
sell securities)
•
Responsiveness
•
Reputation and Integrity
•
Advisor Services
•
Prior Service to ADVISER and CLIENTS
•
Capability to Facilitate Transfers and Payments to and from accounts (wire and
overnight transfers, check requests, bill payments, etc.)
Breadth of Investment Products Made Available (stocks, bonds, mutual funds,
exchange-traded funds, etc.)
C. Products and Services Available to ADVISER from Schwab
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Schwab Advisor Services is Schwab’s business serving independent investment advisory
firms like BRIAN D. LOWDER, INC. They provide us and our clients with access to its
institutional brokerage – trading, custody, reporting and related services which typically
are not made available to retail (accounts not working with an independent advisory firm)
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customers. Schwab also makes available various support services to ADVISER that help
manage and administer client’s accounts while other services help us manage and grow our
business.
Services that Benefit Clients.
Schwab’s institutional brokerage services include
access to a broad range of investment products, execution of securities transactions and
custody of client assets. Some investment products available through Schwab include some
to which ADVISER might not otherwise have access or that would require a significantly
higher minimum initial investment.
Services that May Not Directly Benefit Clients. Other products and services may
assist ADVISER in managing and administering client accounts. Examples include;
research, access to client data (duplicate statements and trade confirmations), aggregate or
block trade orders, better pricing, and facilitate payment of ADVISER fees paid from client
accounts.
Services that Generally Benefit ADVISER. Schwab also offers other services
intended to help ADVISER manage and further develop our business practices. These
services include:
*
Educational conferences and events
*
Technology, compliance, legal and business consulting
*
Publications and conferences on practice management
Schwab may provide some of these services itself or arrange for third party vendors to
provide the services. Schwab may also discount or waive its fees for some of these services
or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits
such as occasional business entertainment for ADVISER personnel.
Specifically, ADVISER has received a 50% discount on the annual cost of portfolio
management software (PortfolioCenter) and ADVISER has occasionally accepted tickets to
the Farmers Open Golf at Torrey Pines Golf Course.
D. Research and Soft Dollar Benefits
BRIAN D. LOWDER, INC. does not have any economic relationships with any broker-dealer
or any arrangements to receive soft dollar benefits in connection with client securities
transactions with any broker-dealer. Soft dollar arrangements are ways of paying
brokerage firms for their services through commission revenue as opposed to paying direct
payments (hard dollars). For example, a money manager wants to receive or buy research
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from a brokerage firm and agrees to execute trades through that brokerage firm that would
generate $10,000 of commissions or transaction costs in return for the research at no
direct cost.
BRIAN D. LOWDER, INC. does not require clients to custody their account or direct trade
executions through a specified broker-dealer. However, ADVISER generally recommends
that client investment accounts be established at Charles Schwab & Company, Inc.
ADVISER does receive products and services from Charles Schwab & Co. such as technology
and software capabilities to monitor and execute client trade transactions for all or most of
ADVISER’s accounts. Charles Schwab & Co. provides ADVISER with access to its
institutional trading and custody services, which are generally not available to Schwab
retail investors.
These services are not contingent upon ADVISER committing to or maintaining any specific
amount of business (accounts held at Schwab or trade executions). Schwab products and
services that assist ADVISER in managing and administering clients’ accounts include
software and other technology that i) provide online and computer access to client account
data (such as trade confirmations and account statements); ii) facilitate trade execution
and allocate aggregated trade orders (block trades) for multiple client accounts; iii) provide
research, pricing, and other market data; iv) facilitate payment of ADVISER management
fees from its client’ accounts; and v) assist with back-office functions, recordkeeping and
client reports.
A. Referral Fees Broker-Dealers
Charles Schwab & Company’s advisor division (Schwab Institutional) may waive or
discount fees for products and services. Most of the services are designed to help the
ADVISER manage investment accounts and share advisors’ best practices, ideas, technology,
marketing and regulatory compliance issues through meetings, publications or conferences.
Schwab Institutional may discount or waive fees from third party vendors
that would otherwise charge for some of these services or publications. The ADVISER’s
Chief Compliance Officer and Investment/Oversight Committee’s preference of using
Schwab Institutional and Charles Schwab & Company as custodian for client accounts is
based upon a superior evaluation of the selection factors identified above. ADVISER is
aware that including the availability and usage of the foregoing products and services in
the total mix of factors it considers in selecting a broker-dealer or custodian of client
accounts may create a potential conflict of interest.
BRIAN D. LOWDER, INC. does not have any agreements, arrangements or relationships to
receive or pay for client referrals from any broker-dealer, mutual fund company or other
professionals (accountants, lawyers, etc.).
Item 13: Review of Accounts
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BRIAN D. LOWDER, INC. performs financial planning reviews and updates for clients based
on their individual circumstances or needs, upon request, or as agreed in advance. Regular
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reports may include updated statements of financial position, education funding, income
tax projections, and retirement accumulation/spending schedules. Reports are prepared
and delivered according to the initial or subsequent agreement, or as requested by the
client.
Investment management accounts are continuously monitored and reviewed with written
reports issued at least on a quarterly basis. These reports include Portfolio Summary,
Performance Summary, information regarding contributions, withdrawals, current
valuation and investment performance for the current quarter, year-to-date, and from the
inception of the investment management services with ADVISER.
In addition, ADVISER reviews investment management accounts more frequently if and
when the Investment/Oversight Committee determines a tactical shift in the overall asset
allocation of clients’ portfolios is recommended, new investment selections are approved or
when changes have occurred in client ‘s overall objectives, goals, risk tolerance and unique
circumstances (such as retirement, health concerns, etc.). Other events may also trigger
reviews such as changes in tax laws, receipt of an inheritance, employment change or
exogenous events that may occur throughout the world.
All reviews and updates are performed by the president of the applicant, Brian Lowder, or
Associate Financial Advisers, Michael Kinnear and/or Rebecca Ludford. All reviewers are
instructed to review and compare each client’s total asset allocation with the risk
guidelines and target asset allocation contained in client's Investment Policy Statement,
actual performance of the account and review the account holdings when
deposit/withdrawals may change the overall asset allocation.
Item 14: Client Referrals and Other Compensation
BRIAN D. LOWDER, INC. does not pay referral fees, compensation or any other kind of
economic benefit from other professionals (accountants, attorneys, etc.) or broker-dealers
when a prospective client is referred to the firm and/or subsequently becomes a client of
the firm. Similarly, BRIAN D. LOWDER, INC. does not accept referral, finder’s fees or any
other economic benefit when ADVISER clients are referred to other professionals.
Item 15: Custody
BRIAN D. LOWDER, INC. does not accept custody or take possession of securities or cash of
client investment accounts or any other assets in the firm’s Investment Management or
Financial Planning programs. Because the ADVISER has the authority and ability to bill or
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debit the client’s investment account(s) for payment of quarterly asset management fees,
Rule 206(4)-2 of the Advisers Act considers the ADVISER to have constructive custody of
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client assets. If and when ADVISER does have client authorization to bill the client’s
investment account for quarterly management fees, the client always receives a copy of the
invoice. However, clients are under no obligation to authorize ADVISER to bill their
account for management fees and may elect to pay billings by personal check.
To avoid conflicts of interest and unauthorized possession of client assets, all accounts are
registered in the name of the client and are established and maintained with independent
broker-dealers such as Charles Schwab, or directly with Investment Companies (commonly
referred to as mutual fund companies). Clients receive monthly or at least quarterly
statements from the broker dealer, bank or other qualified custodian that holds and
maintains client’s investment assets. BRIAN D. LOWDER, INC. urges clients to carefully
review such statements and compare them to the quarterly statements provided by BRIAN
D. LOWDER, INC. Our statements may vary from custodial statements based on accrual
accounting procedures, reporting dates, or valuation methodologies of certain securities.
not
In September 2017, the SEC - through a no-action letter, has changed, expanded and
clarified the definition of what it means for a Registered Investment Adviser to “have
custody” of client assets. BRIAN D. LOWDER, INC. believes it is an important safeguard for
investors/clients
to give the Advisor custody of your investments – meaning clients
should use a separate Custodian (brokerage firm, bank, etc.) to hold and safeguard your
assets.
include
The SEC has now clarified and expanded the meaning of Advisors’ having custody to
routine and common SLOA or Standing Letter Of Authorization. SLOAs are
commonly used to move client funds, upon client request, from one custodial/brokerage
account to another. Examples include moving an IRA distribution from an IRA to a
personal or joint account and a second example is sending funds overnight from a
brokerage account to the client’s bank account (overnight fund transfers).
Clients have the sole discretion whether to sign a Custodian’s authorization form (SLOA)
allowing their Advisor, BRIAN D. LOWDER, INC. to transfer funds between Custodian-held
accounts or overnight funds to their bank/credit union account. It is the Client who
provides a signature with written instructions to the Custodian, identifies the third-party
name (such as a bank account), the third party’s address or account number to which the
transfer should be directed.
In addition, the Custodian performs appropriate verification such as a signature review or
other method to verify the Client’s authorization, and provides a “Transfer of Funds”
notice promptly after each transfer. In addition, the Client has the ability to terminate or
change the instruction to the custodian (i.e. Charles Schwab & Co.). Further, BRIAN D.
LOWDER, INC. has no authority or ability to designate or change the identity of the third
party (i.e. client bank account), or any other information about the third party contained
in the Client’s instruction (SLOA). Finally, the Custodian sends the client, in writing, an
initial notice confirming the transfer or overnight funds request AND an annual notice
confirming the instruction should remain active.
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A. Brian Lowder, President, Trustee Activities
Brian D. Lowder, President and employee of ADVISER, personally serves as co-trustee for a
parent and one existing client, the trustee of one Generation-Skipping Trust, and trustee of
Brian D. Lowder, Inc. 401(k) & Profit-Sharing Plan. Brian D. Lowder may serve as Trustee
for additional clients in the future. Although BRIAN D. LOWDER, INC. as a firm does not
serve as the trustee, as Mr. Lowder serves as trustee as an individual, therefore the
relationship of the owner of the firm and the ADVISER should be disclosed.
Item 16: Investment Discretion
BRIAN D. LOWDER, INC. usually receives discretionary authority from the client at the
outset of an advisory relationship to select the identity and amount of securities to be
bought or sold. In all cases, however, such discretion is to be exercised in a manner
consistent with the stated investment objectives, risk tolerance, and other parameters
identified in the Investment Policy Statement (IPS) for each particular client. Within the
IPS, clients may identify any reasonable restrictions or limitations on the ADVISER’s
authority to manage the account including a list, if any, of restricted securities. The
restrictions or limitations must be clearly identified in writing before the management
process begins or may be amended later by both ADVISER and client agreement. Further,
ADVISER’s authority to trade securities may be limited by certain federal securities and tax
laws that require diversification of investments and favor the holding of investments once
made.
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This discretionary authority described above is formally implemented through the use of a
custodian’s (Charles Schwab, mutual fund company, etc.) limited power of attorney form.
Under this type of agreement, ADVISER has the authority to determine and execute
purchases and sales of securities. Under a limited power of attorney agreement, each client
may grant ADVISER the authority to perform one or more of the following powers: a)
execute trades, b) disburse funds from the account per the directive(s) of the account
holder (the most common directive is to send funds overnight to the client’s bank account)
or directly to the client and c) fee payment authorization allowing ADVISOR to bill and
collect the quarterly asset management fee directly from the account. In most instances,
clients choose all three authorizations under the limited power of attorney agreement.
Item 17: Voting Client Securities
BRIAN D. LOWDER, INC.’s policy and practice is not to accept authority to vote proxies on
behalf of its advisory clients, except for those accounts where Brian D. Lowder serves as
trustee, relatives, and one additional client’s account. Clients retain the responsibility for
receiving and voting proxies for any and all securities maintained in client portfolios.
Proxies, information related to the proxy vote and all securities solicitations are delivered
directly to clients from the custodian/broker-dealer (i.e. Charles Schwab). However,
ADVISER may and often does discuss proxy voting material in response to client requests as
an accommodation to help assist the client in determining how to vote the proxy. Proxy
voting assistance is generally limited to explaining the proxy voting material and decision
in greater detail as well as answering questions, but this assistance does not imply or deem
the ADVISER as responsible or having proxy voting authority.
Item 18: Financial Information
Registered investment advisers are required to provide clients or prospective clients with
certain financial information or disclosures about the ADVISER’S financial condition. This
requirement is waived if the ADVISER does not require or solicit prepayment of fees of
more than $1,200 six months or more in advance. BRIAN D. LOWDER, INC. does not
charge more than $1,200 six months in advance. Investment management clients are billed
in arrears at the end of the quarter for the preceding quarter. However, six clients who
began investment management services prior to 1990 pay investment management fees
three months in advance. Financial planning clients may pay up to a maximum of $500
deposit before the financial planning services begin and the balance is due and payable
upon presentation and delivery of the financial plan or financial planning advice.
Therefore, ADVISER is not required to provide a balance sheet for the most recent fiscal
year. Brian D. Lowder, Inc. has no financial commitment that impairs its ability to meet
contractual and fiduciary commitments to clients, and has not been the subject of a
bankruptcy proceeding.
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