View Document Text
Form ADV
Part 2A: The Brochure
March 31st, 202
5
Bronxville, New York
Form ADV
Part 2A: The Brochure
Capital Preservation Partners, Inc (CPP)
Part 2A of Form ADV
The Brochure
55 Pondfield Rd
Bronxville, NY 10708
www.cpp.bz.
Updated: March 31st, 202
5
CPP.
This brochure provides information about the qualifications and business practices of
If you have any questions about the contents of this brochure, please contact us by telephone
at (914) 337-2272, by facsimile at (914) 961-1715 or through our web site at www.cpp.bz.
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 and SEC registration
does not imply a certain level of skill or training.
CPP delivers its Form ADV Part 2 along with each new client’s investment advisory agreement.
Following signature of the investment advisory contract, client has 5 days to unconditionally
rescind the contract at no charge. Client is bound however to settle any transactions CPP may have
effected for the account during the 5 days at client’s risk. Form ADV Part 2 is also provided annually
to existing clients if there are material changes or upon request.
Additional information about CPP is also available on the SEC’s website at: www.adviserinfo.sec.gov.
2
Form ADV
Part 2A: The Brochure
Material Changes
The following is only a description of the material changes to this brochure since its
last annual update, dated
, 202
.
March 31st
4
Item 4 - Advisory Business;
•
In November 2024 our firm hired Madeline
Noveck, an investment advisor who specializes in portfolio management. This
addition enhances our ability to provide investment advice, financial planning
and portfolio management.
3
Form ADV
Part 2A: The Brochure
Table Of Contents
Item 2
Material Change
3
Item 3
Table of Content
4
Item 4
Advisory Business
5
Item 5
Fees and Compensation
5
Item 6
Performance-Based Fees and Side-by-Side Management
6
Item 7
Types of Clients
8
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
8
Item 9
Disciplinary Information
9
Item 10
Other Financial Industry Activities and Affiliations
10
Item 11
Code of Ethics
10
Item 12
Brokerage Practices
13
Item 13
Review of Accounts
17
Item 14
Clients Referrals and Other Compensation
17
Item 15
Custody
18
Item 16
Investment Discretion
19
Item 17
Voting Client Securities
19
Item 18
Financial information
20
4
Form ADV
Part 2A: The Brochure
4. ADVISORY BUSINESS
CPP was established in 1992 and became registered with the U.S. Securities and Exchange
Commission in 2009.
Kevin Mullins and Ilir Leo Gjoni are joint owners and share responsibility for all
operations of CPP. CPP provides its clients with financial planning and both discretionary
and, on occasion, non-discretionary investment advisory services. Further information
about CPP’s advisory services and financial planning can be found below. CPP generally
recommends to clients that they arrange for custody of their accounts at Charles Schwab &
Co. (“Schwab”)
5. FEES AND COMPENSATION
A. Investment Advisory Services
Prior to engaging CPP to provide investment advisory services, clients are required
to enter into a formal Investment Advisory Agreement with CPP setting forth the
terms and conditions under which CPP will manage the client's investments, and the
fees or other charges
the client will pay. Separate account application, bank
information and custodial documents may also be required prior to establishing an
account.
tenure,
December 31, 202
CPP determines a suitable portfolio based upon the information provided by the client as
to the Client's investment objectives, risk tolerance and financial circumstances. CPP
will create tailored investment portfolios though the use of but not limited to stocks,
bonds, mutual funds, ETF’s, equity linked CDs, preferred notes, etc. CPP will review client
portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, market conditions,
fund manager
factor exposure, asset class or style drift, account
additions/withdrawals, and/or a change in the client’s investment objective, financial
position, or tax situation. Based upon these factors, it is not uncommon that an extended
period of time will pass where CPP determines that changes to a client’s portfolio are
neither necessary nor prudent. CPP primarily recommends that clients allocate their
investment assets among various equity, fixed income and REIT products. CPP then
designs an investment portfolio in accordance with the client's investment objectives,
risk tolerance, and
investment restrictions (if any) imposed by the client. CPP
generally requires the client(s) to grant our firm discretionary authority to manage their
account(s). Discretionary authorization allows CPP to determine the specific securities,
and the securities, to be purchased or sold for your account without the client’s prior
consent. As of CPP’s fiscal year end (
), CPP manages
[$
] on a discretionary basis and [$
] on a non- discretionary basis.
4
194,742,020
5,843,056
5
Form ADV
Part 2A: The Brochure
B. Financial Planning
To the extent specifically requested , and as determined by a client, CPP may also
include planning in connection with (i) financial independence/retirement planning;
(ii) capital and liquidity needs analysis and related financial modelling; (iii)
philanthropy planning and implementation; (iv) education planning; (v) employee
stock option planning; (vi) consideration and evaluation of financing transactions
and risk reduction strategies for concentrated equity positions; (vii) advice incident
to major asset purchases and sales; and (viii) managing philanthropic plans, tax
strategies, wealth transfer strategies, and legacy plans as desired. Planning and
consulting services are offered to clients in varying combinations and with various
corresponding fee arrangements depending upon the level and scope of the
requested service(s) to be provided.
C. Wrap Fees Programs
A wrap fee program is an investment program where the investor pays one stated fee
that includes management fees, transaction costs, fund expenses, and other
administrative fees. CPP does not participate in any wrap programs
6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE
MANAGEMENT
A. Investment Advisory and Other Fees
installments based on
The client will pay CPP an investment advisory fee of 1.25% annually billed quarterly
in advance on assets from $0-500,00 and 1% on assets above $500,00 or as
individually negotiated. CPP reserves the right to negotiate investment management
fee arrangements with prospective and existing clients. CPP Advisors can agree to
make exceptions to its standard fee schedule on a case-by-case basis at its discretion.
Investment management and other fees assessed (including without limitation those
associated with financial planning, tax, estate planning and other services) vary from
client to client depending upon a number of factors, including the amount of assets
under management, the nature of the assets, the type of analysis required to manage
the account(s), the level of service required by the client, the longevity of the client
relationship with CPP Advisors, and other factors Payments are divided into
the assets under
Quarterly (see definition below)
management or as individually negotiated.
6
Form ADV
Part 2A: The Brochure
The client agrees to pay an annual asset management fee in advance divided into
Quarterly installments based on the market value of the portfolio at the beginning of
each of those four Quarters in accordance with the above fee schedule. The annual
management fee will be re-calculated every three (3) months. Asset management fees
are billed in advance of each Quarter and payment is due on or before the tenth (10th)
business day of the respective Quarter. Clients will have management fees directly
deducted from their account, unless different payment instructions have been
individually negotiated and agreed upon.
A Quarter is defined as three sequential months. The first chargeable Quarter is
the three-month period beginning on the first day of the month in which the
respective Investment Advisory Agreement is signed. The second, third and fourth
Quarters of that year, for purposes of the management fee, are the three-month periods that
follows. For the avoidance of doubt, the management fee may not align with the
calendar year.
CPP automatically prorates advisory fees
to account for capital flows in clients’
advisory accounts. If a deposit is made by a client, then in the following Quarter, CPP
will calculate an additional fee for the prior Quarter based upon the adjusted value of
the account from the date of the deposit through the last day of the Quarter in which
the deposit was made, and the fee will be debited from the client’s account. If a
withdrawal is made by a client, then in the following Quarter, CPP will calculate the fee
to be credited to the client for the prior Quarter based upon the adjusted value of the
account from the date of the withdrawal through the last day of the Quarter in which
the withdrawal was made, and a fee rebate will be credited to the client’s account. All
fees deducted will be reflected on client statements from Schwab.
Investment management fees are separate and distinct from, and in addition to, other
fees that the client may pay including financial planning and consulting fees,
transaction fees, short term redemption fees, underlying mutual fund fees and expenses
paid to the fund by shareholders of the fund as outlined in each fund's prospectus,
and custodial fees. In addition, clients will pay brokerage and transaction fees,
commissions, transfer taxes, exchange fees, and any other charges that may be
imposed with regard to the client's brokerage account and securities transactions. See
Item 12 for information regarding brokerage practices.
CPP and its supervised persons do not accept compensation for the sale of securities
or other investment products, including asset-based sales charges or service fees from
the sale of mutual funds such as 12b-l fees.
CPP reserves the right to liquidate client holdings in the event that clients are unable
to make advisory fee payments. CPP will provide clients with notice prior to effecting
such liquidations.
7
Form ADV
Part 2A: The Brochure
B. Termination a n d F e e R e f u n d s
The Client shall have five (5) business days from the execution date of the Investment
Advisory Agreement to terminate the services without penalty. Thereafter, the
Investment Advisory Agreement may be terminated i n a c c o r d a nce with the
termination provisions of the Agreement which is g e n e r a l l y 30 days after receipt
of written notice to terminate by either party to the other. The client's death, disability
or incompetence will not terminate or change the terms o f t h e a g r e e a greement.
However, the client's executor, guardian, attorney-in-fact or other authorized
representative may terminate the Agreement by providing CPP with proper written
notice. Termination of the Agreement will not affect (i) the validity of any action
previously taken by CPP under the Agreement; (ii) liabilities or obligations of the
parties from transactions initiated before termination of the Agreement; or (iii) the
client’s obligation to pay CPP fees that have already been earned under the Agreement.
Clients will receive a prorated refund of advisory fees which will be based on the date
of the termination notice signed by the client.
C. Performance-Based Fees and Side-by-Side Management
CPP does not charge clients any performance-based fees. Performance-based fees
would include, but not be limited to, any fee that would be based upon a share of capital
gains or capital appreciation of the assets in the client's account.
7. TYPES OF CLIENTS
CPP's clients are generally comprised of individuals, corporations, trusts, pensions and
profit-sharing pl a n s . CPP does not have any requirements for opening or
maintaining accounts such as minimum account size.
8. METHODS OF ANALYSIS, INVESTMENT
STATEGIES AND RISK LOSS
A. Methods of Analysis
CPP employs fundamental and technical analysis prior to purchasing or selling a
security for a client's account. The following is a brief description of the two types
of analysis:
▪
Fundamental Analysis - is a method of evaluating a security that entails
attempting to measure its intrinsic value by examining related economic,
financial and other qualitative and quantitative factors. In doing so, CPP
8
Form ADV
Part 2A: The Brochure
attempts to study market factors that can affect the value of the securities
(like the overall economy and industry conditions) and company-specific
factor (like financial condition and management). CPP’s analyses result in
value determinations for the securities which are compared with their current
market prices to determine what respective positions to take (if any).
▪ Technical Analysis - is a method of evaluating securities by analyzing
statistics generated by market activity, such as past prices and volume. When
analyzing securities using technical analyses, CPP does not attempt to
measure the securities’ intrinsic value, but instead uses charts and other
tools to identify patterns that can suggest future activity.
B. Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear.
The amount of risk assumed varies from investor to investor and is one of the
client-specific factors evaluated by CPP in determining suitable portfolios for their
clients. The following is a list of some of the risks that an clients may be exposed to:
▪
Systematic (Market) Risk- These are risks that affect the entire m a r k e t
and cannot be avoided through diversification. This risk may be caused
by events such as changing interest rates, a recession, or wars.
▪ Unsystematic Risk -These are risks specific to a company or industry sector
and may be avoided or mitigated by diversification.
▪ Credit Risk - The risk that a company or municipality will not be able
to repay its lenders. This is very important to those investing in fixed-
income investments such as bonds.
▪
▪
▪ Country Risk - This is risk associated with investing in foreign securities.
This risk includes political, exchange rate, economic, sovereign and transfer
risk (which is the risk of capital being locked up or frozen by government
action.)
Liquidity Risk -The risk that a given security or asset cannot be traded
quickly enough in the market to prevent a loss.
Interest Rate Risk - The risk of changing interest rates and their impact
on interest-bearing assets, such as bonds. In general, as interest rates
increase, the price of a fixed-rate bond will decrease, and vice versa.
9. DISCIPLINARY INFORMATION
Neither CPP nor it management has been involved in any legal or disciplinary actions or
administrative proceedings that would be material to a client’s evaluation of CPP or its
management.
9
Form ADV
Part 2A: The Brochure
10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND
AFFILIATES
CPP nor any of its management persons are registered, or have an application pending
to register, as a broker-dealer or a registered representative of a broker-dealer. CPP nor
any of its management persons are registered, or have an application pending to
register, as a futures commission merchant, commodity pool operator, a commodity
trading advisor, or an associated person of the foregoing entities. CPP does not
recommend or select other investment advisers for its clients, receive compensation
directly or indirectly from other advisers, or have business relationships with other
advisers that create a material conflict of interest. Kevin J. Mullins, JD, CPA, one of the
firm’s Managing Directors, owns and operates an independent legal and accounting
firm of the same name (hereinafter “KJM”). Kevin regularly recommends the investment
advisory services of CPP to KJM clients and, alternatively, recommends the legal and
accounting services of KJM to CPP clients. Kevin is incentivized to recommend the
services of both firms to clients to increase overall fees. CPP is not responsible for the
legal and accounting or other consulting work product and results of KJM nor does CPP
supervise or monitor the services or personnel of KJM or the satisfaction of KJM clients
(including CPP clients who may engage KJM). CPP does not provide legal or accounting
services. Fees charged by KJM are separate and exclusive of advisory fees charged by
CPP for investment management services provided by Kevin to CPP clients. Kevin’s
work for KJM may create a conflict for CPP clients as Kevin dedicates some of his time
to KJM business and clients instead of those of CPP. To mitigate this conflict, Kevin
ensures that CPP clients’ best interests are served and that he continuously devotes
appropriate time and attention to their portfolios. Kevin’s work for KJM may also lead
to increased risks for CPP related to confidentiality and data security which CPP
mitigates by enforcing appropriate compliance policies and procedures designed to
prevent the violation of applicable laws and a Code of Ethics the objective of which is
protecting the best interests of clients.
11. CODE OF ETHICS
A. Code of Ethics Disclosure
CPP has adopted a Code of Ethics (the “Code”). The Code sets forth a standard of
business conduct and fiduciary duty for CPP and all persons associated with CPP.
The purpose of the code is to set out accepted firm practices for integrity, objectivity,
competence, fairness, confidentiality, professionalism and diligence. In particular, the
Code is designed to:
▪ Protect clients;
▪ Guard against violations of the securities laws;
10
Form ADV
Part 2A: The Brochure
▪ Require all Access Persons to report, and CPP to review, Access Persons’ personal
securities transactions and holdings as required;
▪ Require Supervised Persons to report any violations of the Code to CPP’s CCO;
▪ Protect CPP's reputation.
▪ Ensure that CPP personnel always conduct themselves ethically.
In an effort to meet the above obligations, the Code and other compliance
policies and procedures of the firm set out expected conduct in the following
areas:
Insider trading
▪ Compliance
▪ Privacy and Confidentiality
▪ Personal securities transactions and reporting
▪
▪ Conflicts of interest I outside business activities
▪ Gifts and Entertainment
▪ Reporting violations and sanctions
▪ Recordkeeping
▪ Material Non-Public Information
CPP provides a copy of its Code and any amendments to its Supervised Persons
and, in return, requires that they provide CPP with a written acknowledgment of
their receipt of the Code and any amendments.
Clients and prospective clients may obtain a complete copy of the Code upon
request by contacting CPP in writing at 55 Pondfield Road Bronxville, NY, 10708
or calling them at (914) 337-2272.
B. Privacy Statement
CPP protects the material non-public information of its clients. Employees are
expected to exercise diligence and care in maintaining and protecting clients non -
public confidential information. CPP holds all personal information provided to the
firm in the s t r i c t e s t confidence. The records maintained by CPP include all
personal information collected from clients in connection with any of the services
provided by CPP. CPP does not disclose information to non- affiliated third parties,
except as permitted by law, and does not anticipate doing so in the future. If CPP
were to anticipate such a change in the firm's privacy policy, it would do so with
client consent and in accordance with the law. CPP uses health and financial
information the client provides in order to help meet clients’ personal financial goals
and has established the following procedures to mitigate any real or perceived
infringements of clients’ rights of privacy:
▪ CPP limits employee and agent access of information to only:
1. Those who have a business or professional reason for
knowing (i.e. broker/dealer or custodian);
2. Non-affiliated parties as permitted by law (i.e. federal
regulations permit CPP to share a limited amount of
information about the client with a brokerage firm in order
11
Form ADV
Part 2A: The Brochure
to execute securities transactions on their behalf, or so
that the Firm can discuss the client's financial situation
with their accountant or attorney.); or
3. Those required by judicial or regulatory process.
▪ CPP maintains a secure office and computer environment to ensure
that client information is not placed at unreasonable risk.
▪
▪ The categories of non-public personal information collected from clients
depend upon the scope of the client’s e n g a g e m e n t . It will include
information about their personal finances, information about their
health to the extent that it is needed for the planning process,
information about transactions between the client and third parties,
and information from consumer reporting agencies.
For u n a f f i l i a t e d third parties that require access to clients’
personal information, including financial services companies, service
providers, and auditors, CPP also requires strict confidentiality in its
agreements with them and expects them to keep this information
private. Federal and state regulators may also review firm records as
permitted by law.
▪ Personal information contained in any form or document the client
completes in order for CPP to facilitate the commencement, continuation
or termination of a business relationship between the client and a non-
affiliated third- p a r t y service provider, such as a broker/dealer,
investment adviser, or account custodian, shall be deemed as having
been automatically authorized by the client with respect to the
corresponding non-affiliated third party service provider.
▪ CPP does not provide personally identifiable information to mailing
list vendors or solicitors for any purpose.
▪ Personally identifiable information about a client will be maintained
during the time that they are a client and for the required time
thereafter that such records are required to be maintained by federal
and state securities laws and regulations, and, as applicable, consistent
with the CFP Board Code of Ethics and Professional Responsibility.
CPP’s Privacy Notice is init ial l y given to all clients upon signing a n I n v e s t m e n t
A d v i s o r y A g r e e m e n t a n d , a s a p p l i c a b l e , CPP’s Financial Planning Agreement
and is sent to all clients annually thereafter.
C. Personal Securities Trading Practices
CPP and/or employees may se l l or hold a position in securities which may also be
recommended to clients. As a fiduciary, CPP and its Access Persons owe its clients the
loyalty to refrain from effecting personal securities transactions that might conflict with
clients’ best interests. Conflicts arise when CPP Access Persons take advantage of
investment opportunities that should have been exercised for clients or when they
use their knowledge of pending client transactions to place their trades before clients’
transactions.
12
Form ADV
Part 2A: The Brochure
CPP has established the following guidelines to mitigate potential conflicts of interest
when placing personal security transactions. CPP's Access Persons may effect
personal securities transactions in the same holdings as clients only after client
transactions for the same security, unless the Access Persons’ transactions are part
of a block trade for the given security. Access
Person trade orders are aggregated with those of clients to increase trade efficiency only
when doing so is in the best interest of clients. There are no restrictions on Access
Persons for placing trades in open-end mutual funds on the same day as clients.
12. BROKERAGE PRACTICES
A. Recommending Broker/Dealers to Client
to
effect
trading
and
implement CPP’s
Currently, CPP recommends Schwab to clients as custodian and broker/dealer, though
clients may choose to arrange for custody and trade execution through other service
providers. If a client chooses to use another broker/dealer, then CPP will not have
trading authority over the client’s account. In such cases, it is the clients’
investment
responsibility
recommendations. CPP is independently owned and operated and is not affiliated with
or a related person of Schwab.
CPP considers a number of factors prior to selecting or recommending broker/dealers,
including but not limited to, their familiarity with the securities to be sold or
purchased, their execution skills, order-flow capabilities, their commission rates or
other fee schedules, their custodial services, their level of net capital (financial strength)
and excess SIPC. CPP routinely compares order execution disclosure information of
Schwab to other broker/ dealers to ensure that Schwab remains competitive in
providing best execution for their clients. Clients are advised, however, that they may be
able to effect transactions in securities through other securities broker/dealers at
lower commission rates, particularly with respect to securities listed on a national
securities exchange or in the over-the-counter market While Schwab may sometimes
charge commissions higher than those obtainable from other broker/dealers, CPP will
only cause its clients to pay brokerage commissions which it has determined, in good
faith, to be reasonable in relation to value of the brokerage and other services provided
by such securities broker/dealers. CPP will base its decision upon the transactions
involved and its overall responsibilities with respect to clients’ investment management
accounts.
B. Security Transactions
Securities transactions are generally executed through Schwab. However, CPP may
utilize other broker/dealers and custodians when requested by the client or when the
client's retirement plan sponsor selects the custodian. CPP's clients must be aware
that if they direct CPP to use a particular broker, it may limit CPP in their ability to
13
Form ADV
Part 2A: The Brochure
achieve best execution or negotiate commissions with other broker/dealers on behalf
of the client or limit the client's ability to participate in block trading. Aggregating orders
on behalf of clients may allow clients into funds with lower expense ratios as on an
individual level they do not meet the fund minimum. Aggregating securities purchases
may allow for the opportunity to purchase securities with better pricing due to the size
and having access to a larger market. The block purchases are then allocated to the
clients account based on client specific investment criteria at no additional cost to the
client.
C. Research and Other Soft Dollar Benefits
CPP d o e s n o t r e c e i v e research or other products or services other than execution
from Schwab or other broker/dealers in connection with client securities transactions
(“soft dollar benefits”), but does receive products and services from Schwab that benefit
CPP a n d may not necessarily benefit client accounts or all client accounts. Some of these
other products and services assist CPP in managing and administering client accounts.
These include software and other technology that provide access to client account data
(such as trade confirmations and account statements), facilitate trade execution (and
allocation of aggregated trade orders for multiple client accounts), facilitate payment of
CPP's fees from it client's accounts, and assist with back office functions, record keeping
and client reporting. These services may be used to service all or a substantial number of
client accounts, including accounts not maintained at Schwab and include:
Financial planning software;
▪
▪ Client reporting and consolidated statement software;
▪ Client communication software;
▪ Client relationship management software;
▪ Coaching; and
▪
Investment research
Currently, CPP has not purchased any discount pricing program through Schwab.
Clients should be aware that research reports obtained through Schwab and, in fact,
all other sources, is used to service all of CPP’s clients, regardless of whether they pay
o n l y for financial planning advice to CPP, w h i c h m a y b e by the hour, or
commissions to Schwab on transactions in securities effected by CPP in its capacity
as the client’s investment adviser.
CPP recommendations to clients to maintain their accounts with Schwab may be based
in part on the benefits to CPP described above, such as the availability of some of the
foregoing products and services and not solely on the nature, cost, or quality of custody
and brokerage services provided by Schwab, which may create a conflict of interest.
D. Brokerage for Client Referrals
It is the practice of some broker/dealers to give client referrals to investment advisors
as an Incentive for directing business through them. CPP does not receive client
referrals from Schwab or any broker/dealers. 3
14
Form ADV
Part 2A: The Brochure
E. Directed Brokerage
CPP may utilize broker/dealers and custodians other than Schwab when requested by
a client or when a client’s retirement plan custodian is selected by the Plan’s sponsor.
CPP's clients must be aware that if they direct CPP to use a particular broker/dealer
that it may limit CPP’ s ability to achieve best execution, negotiate commissions on
b e h a l f of t h e c l i e n t and aggregate trade orders. As a result, clients may pay higher
commissions, have higher transaction costs, and receive less favorable prices.
F. Best Execution
As stated earlier, CPP routinely compares order execution disclosure information of
Schwab to other broker dealers to ensure that Schwab remains competitive in
providing best execution for their clients’ s e c u r i t i e s transactions. The commissions
and/or transaction fees charged by Schwab may b e h i g h e r or lower than t h o s e
c h a r g e d by o t h e r broker/dealers. The commissions p a i d by C P P ’ s c l i e n t s
with CPP’s duty to obtain "best execution." However, a client may pay a commission
that is higher than another qualified broker/dealer might charge to effect the
same transaction where CPP determines, in good faith, that the commission is
reasonable in relation to the value of the brokerage services received. In seeking best
execution, the determinative factor is not the lowest possible cost, but whether the
transaction represents the best qualitative execution, taking into consideration the full
range of broker/dealer services, including among others, the value of research
provided, execution capability, commission rates, and responsiveness. Consistent with
the foregoing, while CPP will seek competitive rates; they may not necessarily obtain
the lowest possible commission rates for their client’s transactions.
G. Brokerage and Custodian Transaction Fees
CPP generally recommends Schwab to its clients for custody and trading of their
accounts. Advisory fees charged by CPP are separate and distinct from other fees the
client may be charged by Schwab and/or other third parties to service the accounts including but
not limited to:
Inactivity fees
▪ Transaction fees such as ticket charges charged by the broker/dealer or custodian.
▪ Mutual fund exchange fees
▪ Commissions, if applicable
▪
▪ Custodial fees for overnight mail, wire orders, checks returned for
insufficient funds for those clients with check writing privileges.
▪ Custodial maintenance and termination fees for IRA's
▪ Other service fees under special circumstances.
H. Trade error Policy and Procedures :
CPP has established the following procedures in the event that a trading error occurs
15
Form ADV
Part 2A: The Brochure
during the execution of a security, other than a mutual fund transaction:
1) Upon discovery of the trade error, CPP will immediately notify the Chief
Compliance Officer (CCO) who will, in turn, notify the broker/dealer or
custodian's trading department with details concerning the error. The
broker/dealer or custodian will counteract or “flatten” the incorrect
transaction with a covering transaction, regardless of whose fault it is. This
immediate action will be taken to limit the potential effects that capital market
fluctuations may have upon further price deterioration or appreciation.
2) The CCO will give the broker/dealer or custodian the correct transaction that
should have been executed.
3) The broker/dealer or custodian will confirm the correct price that the
client should have received had the order been processed correctly.
4) A trade error report containing the following information must be completed:
▪ Account registration and number;
▪ The trade and settlement dates;
▪ The number of shares or dollar value of the trade;
▪ An explanation of the error;
▪ The resolution of the error; and
▪
If the client lost money due to the error, include any information to
evidence that the client was made whole and not harmed in any way.
5) Any restitution to the client's account must be made through the
broker/dealer or custodian.
6) The CCO or a designated alternate will review the trade error report to
ensure that all documents regarding the trade error have been attached to
the report before filing the document in the trade error file.
CPP has established the following procedures in the event that a trading error occurs
during the execution of a mutual fund transaction:
1 ) Upon discovery a n d r e p o r t i n g of the trade error to the CPP CCO,
trading
the CCO will notify the broker/dealer or custodian's
department with details concerning the error.
2 ) The broker/dealer or custodian will reverse the errors and reenter the
correct transaction order in such a manner as to ensure that the client’s
correct trade is processed without detriment to the client. If required,
the broker/dealer’s Compliance Department will provide the custodial
or mutual fund company with a Letter of Indemnity.
3 ) A trade error report containing the following information must be
completed:
16
Form ADV
Part 2A: The Brochure
• Account registration and number;
• The trade and settlement dates;
• The number of shares or dollar value of the trade;
• An explanation of the error;
• The resolution of the error; and
• If the client lost money due to the error, include any
information to evidence that the client was made whole and not
harmed in any way.
4 ) Any restitution to the client's account must be made through the
broker/dealer.
The CCO or a designated alternate will review all trade error reports to ensure that
all documents regarding the trade error have been attached to the report before filing
the document in the trade error file.
13. REVIEW OF ACCOUNTS
All accounts are under regular review by CPP's Chief Compliance Officer and the
respective financial advisers. Client portfolio reviews occur at least quarterly by the
financial advisors to assess the asset classes, economic and market conditions, and
any extreme gains/losses in the portfolios, all of which are conditions that may trigger
portfolio adjustments.
All investment advisory and financial planning clients are advised that it remains
their responsibility to advise CPP of any changes in their investment objectives
and/or financial situation. All clients (in person or via telephone) are encouraged to
financial planning issues, investment objectives and
comprehensively review
account performance with CPP at a minimum on an annual basis, or as applicable.
At a minimum, clients are provided with transaction confirmation notices and regular
summary account statements directly from the broker/dealers used to trade in the
respective accounts, and/or the custodian for their accounts quarterly, but may
receive more frequent notices depending on the trading activity in the account.
Any client that does not receive an account statement from the custodian should
call CPP immediately so that CPP can help correct the problem.
14. CLIENT REFERRALS AND
OTHER COMPENSATION
CPP relies on client referrals and advertising to introduce new clients to their business. It
is CPP's policy not to compensate clients for referring potential clients to their
17
Form ADV
Part 2A: The Brochure
business, because the client would be considered a solicitor and would have to
satisfy requirements under Rule 206(4)-1 of the Investment Advisers Act of 1940
before a cash referral fee could be paid to them.
15. CUSTODY
Due to increased regulatory concerns over advisors with what the SEC construes as
‘custody by a Registered Investment Adviser’, it is CPP's intention not to have custody
over client assets as a regular course of business. CPP will, only to the extent that it
procures a client's prior consent deduct advisory fees directly from the client’s
account(s) but sh a l l have no other access to client funds or securities through the
clients’ custodians. CPP calculates advisory fees on a quarterly basis (see definition
above), which are payable in advance.
CPP has established the following procedures that are designed to help ensure that
CPP does not obtain custody of client assets, other than for the deduction of
advisory fees:
A. Account Custodian
All clients are required to open an account with a qualified custodian where the
clients’ assets will be held. CPP's personnel will assist clients in preparing
paperwork to open new custodial accounts but only the clients are permitted to
actually authorize, by their signature, the opening of the account and the direction and
management of the account thereafter.
Once the account is established, it is the custodian's responsibility to send clients
account statements, transaction confirmations, proxy material, and any other
information relating to
their account. CPP will not route original custodial
statements to its clients on behalf of a custodian. However, CPP is responsible, within
reason, to ensure that clients receive custodial statements directly from the custodian
on, at a minimum, a quarterly basis. To meet this responsibility, CPP will request
duplicate copies of its clients’ statements. Any client that does not receive an account
statement from the custodian should call the custodian directly and CPP immediately
so that the problem can be corrected.
B. Handling Client Assets
Due to custody regulations, CPP's personnel can only handle or forward checks clearly
made payable to a third party, such as the client's independent custodian. CPP may not
handle or forward any other client check or security certificate received by the firm.
All such instruments must be returned to the client within three (3) business days,
and may not be forwarded to any party other than the client or a client's
representative.
Clients must be aware that if they personally deliver securities certificates to CPP's
18
Form ADV
Part 2A: The Brochure
Office, CPP and/or office personnel is not allowed to physically handle the securities
certificates. CPP may provide direction to clients in completing the transfer and
shipping o f
paperwork to help ensure that the securities certificates are properly
deposited with the client’s custodians. However, it is the clients’ responsibility to
deposit overnight pouches with the respective couriers for forwarding of securities
certificates to their designated custodians. Securities certificates inadvertently
received in the mail will be returned to clients within three business days.
C. Other Custody Related Issues
CPP has invoked the following restrictions to ensure that custody is not inadvertently
obtained:
▪ Supervised Persons are prohibited from obtaining, maintaining or utilizing
client- assigned log-ons and passwords to access and/or service any client self-
directed accounts.
▪ S u p e r v i s e d P e r s o n s will not accept signatory power over any client's
checking or custodial account(s).
▪ CPP will not hold client securities in CPP's name or in bearer form.
▪ Proceeds from sales or redemption of client securities will not be directed to the
custody of CPP.
▪ Advisors will not require clients to prepay fees six months or more in advance.
16. INVESTMENT DISCRETION
For discretionary accounts, CPP is granted complete discretionary authority in writing
Investment Advisory Agreement. This
by the client when the client signs CPP's
discretionary authorization gives CPP the authority to buy, sell, hold, exchange,
invest, and otherwise deal with the client’s investment assets at CPP’s sole
discretion and without consulting with the client in advance. This authorization is
perpetual and will remain in full force and effect until the agreement is terminated.
CPP does not have discretionary authority on the amount of commissions that are
charged by the broker/dealer or custodian.
17. VOTING CLIENT SECURITIES
CPP will not take any action on behalf of clients, and is not obligated to render any
advice to clients, with respect to:
▪ The voting of proxies solicited by, or with respect to, the issuers of any securities
held in the clients’ portfolios or,
▪ The legal proceedings involving securities or other investments presently or
formerly held in the clients’ portfolios, or the issuers thereof, including
bankruptcies.
19
Form ADV
Part 2A: The Brochure
The c l i e n t s ’ custodians are expected to send all such proxy and legal proceedings
information and documents
it receives to the clients so that the clients may take
whatever action they deem appropriate.
18. FINANCIAL INFORMATION
As previously discussed in this brochure, CPP provides financial planning and
investment management services on a discretionary basis for which clients are
billed quarterly in advance. Clients are not required to prepay planning or
management fees to CPP or its Supervised Persons more than three months in
advance, and if clients terminate their financial planning or investment advisory
agreements prior to the end of a Quarter, as defined herein, the clients are reimbursed
any unearned fees.
CPP has never been petitioned or been subject to bankruptcy proceedings, and
there are no financial conditions that would prevent CPP from meeting any
contractual commitment to its clients.
20