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A.G.P. WRAP FEE PROGRAM BROCHURE
A.G.P / Alliance Global Partners (CRD 8361), brochure dated September 30, 2026. Text extracted from the firm's SEC Form ADV Part 2 brochure.
View firm on SEC ↗ · Current Form ADV (PDF) ↗
A.G.P. / ALLIANCE GLOBAL PARTNERS, LLC
Form ADV Part 2A – Appendix 1
Wrap Fee Program Brochure
September 30, 2026
nd
Corporate Headquarters
Floor
88 Post Road West, 2
Westport, CT 06880
(800) 727-7922
www.allianceg.com
www.EPCAdvisorsGroup.com
www.lundbladefinancialgroup.com
www.allianceglobalplanning.com
https://BoatmanFinancial.com
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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
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www.NTSBearing.com
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Revised September 30, 2026
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A.G.P. / Alliance Global Partners, LLC
Form ADV Part 2A Wrap Fee Program Brochure
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 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.
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Form ADV Part 2A Wrap Fee Program Brochure
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, 2025. These changes reflect the
following:
1. Items 4 and 5 (Advisory Business and Fees and Compensation) were updated to add Estate
Planning services, offered through A.G.P.'s partnership with Trust & Will, a third-party estate
planning document provider, including the associated fee structure for these services.
2. Item 5 (Fees and Compensation) has been updated to (i) modify the threshold for intra-quarter fee
adjustments and (ii) disclose that, in certain cases, advisory fees may be billed monthly in arrears
as agreed in the client’s investment advisory agreement.
3. The
addition
of
the website
addresses,
https://www.clexperus.com
and
https://www.zofingenpwm.com to the cover page.
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Form ADV Part 2A Wrap Fee Program Brochure
Item 4 - Services, Fees and Compensation
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 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 our 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 stripes1.
A.G.P. has full-service capabilities with a global reach and 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 represent an alliance prepared to meet the challenges of the future today.
Further information regarding A.G.P.’s products, structure and composition is provided on Part 1 of our
Form ADV, which is available online at 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.
Wrap Fee Services Offered
A.G.P. / Alliance Global Partners, LLC (“A.G.P.”) offers discretionary account management to retail clients
through a Wrap Fee Program (“the Program”), as described in this brochure. A.G.P. is the sponsor of the
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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Program, and Euro Pacific Asset Management, LLC (“EPAM”) acts as sub-advisor to the Program. The
Program primarily invests in international securities and certain domestic securities with exposure to
international markets. Our strategies may not be appropriate for clients seeking exposure to the U.S.
domestic securities markets.
A.G.P. also offers investment advisory management services to clients on a discretionary basis on
separately managed accounts (“SMAs”). Some of the SMAs may be billed to clients on a wrap fee
basis, as set forth in the Investment Advisory Agreement between A.G.P. and its clients. A.G.P.
services under the SMA programs are set forth in the Firm’s Brochure. This Brochure primarily
describes the Wrap Fee Program.
As of June 30, 2025, A.G.P. has total 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
Wrap Fee Program
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. A.G.P. then pays EPAM a portion
of the wrap fee for their sub-advisory services.
Typically, clients with account values of fifty thousand dollars ($50,000) or more will be eligible to
participate in the Wrap Fee Program. 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 proprietary mutual funds (“Euro Pacific Funds” or “the Funds”) to which EPAM
is the investment advisor. The six wrap strategies are designed for suitable clients with risk tolerance
levels ranging from low to high and by allocating varying percentages of the client’s portfolio to Euro
Pacific Funds representing asset class categories of core equity, regional equity, fixed income and hard
assets.
Fees for the Wrap Fee Program
Clients participating in our Wrap Fee Program pay a single bundled fee to A.G.P. for our advisory services
and commissions on transactions instead of paying these fees separately. 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; and (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. Participants in the Wrap Fee Program
are obligated to pay a wrap fee based on a percentage of the client’s assets under management, per the
following schedule:
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Form ADV Part 2A Wrap Fee Program Brochure
Assets Under Management
First $100,000
Next $100,000
Next $300,000
Next $500,000
Any additional amount over $1 million
Basic Annual Wrap Fee Schedule
2.00%
1.75%
1.50%
1.25%
1.00%
A.G.P. then pays 80 basis points of this fee to EPAM for their services as sub-advisor.
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 will be outlined in the Wrap Account Investment Management
Agreement (“WAIMA”). 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.
Participating in the Wrap Fee Program may cost a client more or less than purchasing investment
management and trading services separately. Factors that may affect the cost of a wrap fee program
relative to other compensation arrangements include the advisory fees the client would pay for A.G.P.’s
investment management services if the fees were unbundled; the transaction and execution fees the
custodian would charge to the client under a non-wrap fee arrangement; and the frequency and volume
of trading activity in the client’s account. Under the terms of this Wrap Fee Program, A.G.P. will pay
trading and execution costs imposed by the custodian for transactions in client accounts. This
arrangement presents a potential conflict of interest for A.G.P., as A.G.P. has a financial disincentive to
engage in active trading. However, transaction fees are not a material consideration for A.G.P. in deciding
whether to engage in any trading or the level of trading activity for client accounts.
The client’s A.G.P. IAR receives compensation when clients participate in this Wrap Fee Program. This
compensation may be more than what the advisory representative would receive if clients participated in
other programs at A.G.P. or paid separately for investment advice, brokerage, and other services, and
the A.G.P. IAR may therefore have a financial incentive to recommend the Wrap Fee Program over other
programs or services.
Billing Method
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
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right to liquidate any transferred securities, or decline to accept particular securities into a client’s account.
Transfers of assets into the wrap account will be liquidated by the manager in order to rebalance the
portfolio to the intended allocation. Transferred securities will 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 the WAIMA, they have directed A.G.P to have the custodian directly
debit the advisory fee without any 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.
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.
Additional Fees and Expenses
If existing securities are held in the client’s account when the client enters the Wrap Fee Program (from
an A.G.P. brokerage account or outside account), A.G.P. as broker-dealer will sell all securities within
the account prior to investing in the Funds within the chosen wrap model. Clients will be responsible for
paying all fees relating to the liquidation of existing securities. A.G.P. will pass these fees to the client
without markup. Additional fees charged to clients of the Wrap Fee Program may include wire
transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions, including possible SEC transaction fees, postage, handling or other miscellaneous
transaction related costs. A.G.P. does not believe that these additional fees will be material if incurred
at all. Clients in the Wrap Fee Program ultimately bear these costs in addition to the wrap fees charged
directly to the client.
Clients participating in the Wrap Fee Program will not be charged sales charges for shares of the Euro
Pacific Funds held in the client’s account. Mutual funds are subject to deferred sales charges, 12b-1
fees, early redemption fees, and other fund-related expenses. The Fund’s prospectus fully describes
the fees and expenses. The Euro Pacific Funds pay advisory fees to EPAM, which are indirectly
charged to all holders of the mutual fund shares. AGP manages this conflict of interest by reducing
or rebating the management fees by the amount of the advisory fees EPAM receives from the
Funds, by rebating the 12b-1 fees of the funds and by not charging commissions on purchases of the
funds.
Termination
Either party may terminate the WAIMA 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 WAIMA,
A.G.P. will refund any prepaid, unearned advisory fees based on the effective date of termination.
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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 WAIMA, A.G.P. will not liquidate any securities in the
account unless instructed in writing by the client 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.
Other Compensation
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 would pay commissions to A.G.P. on transactions in the brokerage account.
Item 5 - Account Requirements and Types of Clients
Generally, A.G.P. requires a minimum account size of $50,000 for accounts in our Wrap Fee Program.
Accounts below this minimum may be negotiable and accepted on an individual basis at A.G.P.’s
discretion. Clients in the Wrap Fee Program include individuals, high net worth individuals, trusts and
estates, and corporations or business entities.
Item 6 - Portfolio Manager Selection and Evaluation
Portfolio Management
EPAM is the sub-advisor to the Wrap Fee Program. EPAM also acts as sub-advisor to the EPC
Division’s other separately managed accounts outside of the Wrap Fee Program. EPAM has
incentive to utilize Euro Pacific Funds over unrelated mutual 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
may receive 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.
EPAM was selected as sub-advisor to the Wrap Fee Program due to the consistency of its
portfolio management style with the EPC Division’s investment philosophy and the close working
relationship between A.G.P. and EPAM. EPAM’s management strategy is overseen by an investment
team led by portfolio managers of both firms. Client accounts in the Wrap Fee Program are invested in
publicly traded
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mutual funds, and the Funds’ reported performance is calculated according to applicable regulations.
A.G.P. does not utilize any other sub-advisors or portfolio managers in the Wrap Fee Program. However,
some of the Euro Pacific Funds may be sub-advised by a third-party manager. EPAM, as the investment
advisor to the Euro Pacific Funds, is responsible for managing and overseeing the Funds and any sub-
advisors.
Advisory Business
Advisory Services Offered
The EPC Division offers investment management and supervisory services to clients on a discretionary
basis in separately managed accounts (SMAs) and the Wrap Fee Program. This Wrap Fee Program
brochure describes the services we provide to clients of the Wrap Fee Program and our investment and
trading policies as they relate to Wrap Fee Program clients. The other services A.G.P. offers are described
in more detail in our Form ADV Part 2A brochure, which is available upon request.
When an advisory account is opened, A.G.P. will perform an assessment of the client’s financial
information, which may include the client’s overall investment objectives, tax considerations, risk tolerance
and any investment restrictions the client may have. From there, A.G.P. will develop a written Investment
Policy Statement (“IPS”) that reflects the client’s investment objective 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: 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). The IPS is then used to implement and monitor the investments
in a client’s account. Generally, A.G.P. 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.
Tailored Services and Client Imposed Restrictions
A.G.P. manages client accounts based on the investment strategy selected for the client, as discussed
below under Methods of Analysis, Investment Strategies, and Risk of Loss.
A.G.P. assists the client in selecting an investment strategy suitable for the client’s individual
circumstances and financial situation. The sub-advisor then manages the client’s account according to
the selected strategy for the client. A.G.P. makes investment decisions for clients based on information
the client supplies about their financial situation, goals, and risk tolerance. It is important for clients to
keep A.G.P. informed of any changes to their investment objectives or restrictions. Our investment
decisions may not be suitable if the client does not provide us with accurate and complete information.
Client accounts will be invested in the Portfolio Wrap strategy we believe is most suitable for the account.
Because client accounts are invested in mutual funds which own underlying securities collectively for all
shareholders, clients participating in the Wrap Fee Program cannot direct us to avoid specific securities.
However, clients may request other restrictions on the account such as when a client needs to keep a
minimum level of cash in the account. A.G.P. reserves the right to not accept and/or terminate
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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.
Wrap Fee Program
Client accounts under the A.G.P. Wrap Fee Program will be invested in a diversified portfolio of
Euro Pacific mutual funds.
Performance-Based Fees and Side-by-Side Management
A.G.P. does not charge performance-based fees or other fees based on a share of capital gains on or
capital appreciation of the assets of a client.
Methods of Analysis, Investment Strategies and Risk of Loss
EPAM is responsible for determining the allocation of each Portfolio Wrap strategy among various Euro
Pacific Funds which represent asset classes including core equity, regional equity, fixed income, and hard
assets. The Portfolio Wrap strategies are designed to reflect a range of investment objectives with risk
tolerance levels from Low (Portfolio 1) to High (Portfolio 5).
Each client completes an investment questionnaire designed to collect information about the client’s
investment objectives and risk tolerance. Based on this questionnaire, the client’s advisory representative
will recommend a Portfolio Wrap strategy consistent with the client’s objectives. A.G.P. remains the
primary investment manager of the client’s account and is responsible for ongoing suitability review of the
strategy selected for each client.
EPAM is responsible for making all investment decisions concerning the investment and reinvestment of
the assets in the Euro Pacific Funds in accordance with each Fund’s investment objectives and policies
outlined in the Prospectus and Statement of Additional Information. For Funds sub-advised by EPAM,
EPAM is responsible for monitoring and supervising the activities of the sub-advisor. Day-to-day
management of the Fund is the responsibility of the Fund’s portfolio manager.
For additional information about Euro Pacific Funds, the Fund Prospectus and Statement of Additional
Information are available on-line at www.europacificfunds.com.
Investing Involves Risk
A.G.P. recommends portfolios utilized and managed by third-party investment managers. Securities
that may be underlying these portfolios used by investment managers selected by A.G.P., sub-advisers
and their potential risks are indicated in the forthcoming paragraphs in this section and in the Form
ADV of the sub-adviser.
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.
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Investing in Foreign Securities
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 maybe more volatile compared to domestic 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).
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.
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.
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.
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
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those trades.
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
advisor. 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.
Voting Client Securities
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. For
shares of Euro Pacific Funds in client accounts, EPAM will vote the proxies of the underlying
securities within the funds in accordance with their proxy voting policies and procedures but will not
vote the proxies of the fund shares held by the client.
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.
Item 7 –Client Information Provided to Portfolio Managers
For each client participating in the Wrap Fee Program, A.G.P. provides EPAM with the client’s account
information, including the Portfolio Wrap Strategy selected by the client, and any client-imposed
restrictions on the account. A.G.P. will notify EPAM of any changes to this information so that EPAM can
make appropriate management decisions for the client’s account.
Item 8 - Client Contact with Portfolio Managers
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. There are no restrictions on a client’s ability to contact
and consult with the sub-advisor, EPAM; however, any changes in the client’s investment objectives or
financial circumstances should be communicated directly to the client’s A.G.P. IAR. A.G.P. remains the
primary investment manager of the client’s account and will be the primary contact with the client.
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Item 9 - Additional Information
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.
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 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
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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.
Other Financial Industry Activities and Affiliations
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.
Investment Adviser
Although the entities are not affiliated, EPAM is an SEC registered investment adviser that acts as sub-
adviser to certain of A.G.P.’s 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 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 our IARs’ adherence to client investment objectives and to
otherwise meet our fiduciary duty to our clients.
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.
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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.
Private Fund
II, LLC (the “Fund”),
An associated person of A.G.P., Zachery Grodko, manages a private fund – AGP Alternative
Investment 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.
Selection of Other Advisors or Managers and How This Adviser is Compensated for Those
Selections
As previously disclosed in more detail in our Form ADV Part 2A brochure, 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 EuroPac 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.
Other Related Businesses to this Adviser and Possible Conflicts of Interests
Other than what is previously discussed in Item 9 above, A.G.P. does not have any other
related businesses.
Other Information Regarding Conflicts of Interest
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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 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 interest 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 at 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.
Codes of Ethics, Participation or Interest in Client Transactions and Personal Trading
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.
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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
advisory CCO at our main office or by calling A.G.P. at 800-727-7922.
Participation or Interest in Client Transactions
The following items represent situations where a conflict of interest exists 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.
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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.
Investing Personal Money in the Same Securities as Clients
recommending
the same securities
to clients
resulting
in
IARs profiting off
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
the
after
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.
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 IARs profiting off the 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.
Review of Accounts
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
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performed by 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.
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.
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. 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 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.
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Fidelity 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 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 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.
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
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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, 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
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revenue. Your
IAR will not
receive any portion of
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
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 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
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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 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.
Custody
We previously disclosed in the "Services, Fees and Compensation" section (Item 4) 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
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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.
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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.
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