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Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
September 4, 2025
442 Main Street (Route 202)
Bedminster, NJ 07921
www.HeritageFinancialCounselors.com
Firm Contact:
Charles P. Weidman, CFP®, MBA
Managing Partner
firm
is also available on
This brochure provides information about the qualifications and business practices of Heritage
Financial Counselors, LLC. If clients have any questions about the contents of this brochure, please
contact us at 862-579-2899. 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.
the SEC’s website at
information about our
Additional
www.adviserinfo.sec.gov by searching CRD # 288232.
Please note that the use of the term “registered investment adviser” and description of our firm
and/or our associates as “registered” does not imply a certain level of skill or training. Clients are
encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise
clients for more information on the qualifications of our firm and our employees.
Item 2: Material Changes
Heritage Financial Counselors, LLC is required to make clients aware of information that has changed
since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them.
Clients can then determine whether to review the brochure in its entirety or to contact us with
questions about the changes. At this time, we have no changes to disclose.
At this time, there are no material changes to report about the Brochure since the last annual
amendment filed on March 11, 2025.
Although not material, the Firm has made disclosure changes, enhancements and additions at Item
15, below.
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Item 3: Table of Contents
Item 1: Cover Page ....................................................................................................................................... 1
Item 2: Material Changes ............................................................................................................................ 2
Item 3: Table of Contents ............................................................................................................................ 3
Item 4: Advisory Business .......................................................................................................................... 4
Item 5: Fees & Compensation ..................................................................................................................... 7
Item 6: Performance-Based Fees & Side-By-Side Management .............................................................. 9
Item 7: Types of Clients & Account Requirements ................................................................................... 9
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ........................................................ 9
Item 9: Disciplinary Information .............................................................................................................. 14
Item 10: Other Financial Industry Activities & Affiliations .................................................................... 14
Item 11: Code of Ethics, Participation or Interest in .............................................................................. 14
Client Transactions & Personal Trading .................................................................................................. 15
Item 12: Brokerage Practices ................................................................................................................... 16
Item 13: Review of Accounts or Financial Plans ..................................................................................... 18
Item 14: Client Referrals & Other Compensation ................................................................................... 18
Item 15: Custody ....................................................................................................................................... 19
Item 16: Investment Discretion ............................................................................................................... 20
Item 17: Voting Client Securities .............................................................................................................. 20
Item 18: Financial Information ................................................................................................................ 21
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Item 4: Advisory Business
Our professional mission is to help individuals, couples and families develop holistic, comprehensive
financial plans and asset management strategies. As Certified Financial Planner™ CFP®, professionals,
we honor our fiduciary responsibility and are ethically bound to act in clients’ best interests. As
independent financial advisors, we have no proprietary products to sell nor any corporate agenda to
fulfill.
Heritage Financial Counselors is a limited liability company formed under the laws of the State of
New Jersey in 2016, and is wholly owned by Charles P. Weidman, CFP®, Managing Partner.
Types of Advisory Services Offered
GENERAL:
Heritage Financial Counselors provides a variety of financial planning, investment management and
consultation services.
Financial Planning:
Our integrated financial planning approach is designed to educate clients and to create a strategic
collaboration regarding retirement planning, tax planning, multigenerational estate planning,
insurance planning, and investment management, all within the context of their life plan/situation.
Heritage Financial Counselors’ five-step financial planning process includes (1) discovering client
financial goals and priorities, (2) analyzing client financial situation, (3) developing the financial plan,
(4) implementing financial strategies, and (5) monitoring financial progress. Clients are provided
summary reports (net worth, cash flow, retirement projections), detailed analysis where
appropriate, and a secure login to access their financial planning information online. Financial plans
generally include recommendations for a course of activity/action(s) to be taken by the client and by
Heritage Financial Counselors, as appropriate. The Financial Planning & Consulting Agreement
describes services, roles and responsibilities, including the fee arrangement.
Limitations of Financial Planning and Non-Investment Consulting/Implementation Services.
To the extent requested and engaged by the client to do so, Heritage Financial Counselors will
generally provide financial planning and related consulting services regarding matters such as tax
and estate planning, insurance, etc. per the terms and conditions of a separate agreement and a
separate fee as discussed at Item 5 below, the fee for which shall generally be based upon the
individual providing the service and the scope of the services to be provided. Prior to engaging
Heritage Financial Counselors to provide planning or consulting services, clients are generally
required to enter into a Financial Planning and Consulting Agreement with Heritage Financial
Counselors setting forth the terms and conditions of the engagement (including termination),
describing the scope of the services to be provided, and the portion of the fee that is due from the
client prior to Heritage Financial Counselors commencing services.
Clients recognize that the value and usefulness of Heritage Financial Counselors’ services will be
dependent upon the information the client provides and the client’s active participation in the
formulation and implementation of Planning objectives. We believe that it is important for the client
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to address financial planning issues on an ongoing basis. It remains each client’s responsibility to
promptly notify Heritage Financial Counselors if there is ever any change in his/her/its financial
situation or objectives.
Investment Management:
Investment management is the process of aligning the goals in a client’s financial plan/situation with
targeted investment strategies. Our objective is to help clients clarify the purposes for their wealth,
both near term and longer term. We then develop investment management strategies to help clients
achieve their aims. We base our portfolio recommendations on client goals, time horizon and risk
profile. Investment portfolios are primarily comprised of Exchange Traded Funds (ETFs) and no-
load, low cost, asset-class mutual funds. Once a client’s asset allocation strategy is established, we
utilize the operational, administrative, and information reporting services provided by Focus
Partners. Heritage Financial Counselors provides non-discretionary investment advisory services on
a fee basis as discussed at Item 5 below. The Wealth Advisory Agreement describes roles and
responsibilities, as well as the fee arrangement.
For individual retail (i.e., non-institutional) clients, Heritage Financial Counselors’ annual investment
advisory fee shall generally (exceptions can occur-see below) include investment advisory services,
and, to the extent specifically requested by the client, financial planning and consulting services. In
the event that the client requires extraordinary planning and/or consultation services (to be
determined in the sole discretion of Heritage Financial Counselors), Heritage Financial Counselors
may determine to charge for such additional services, the dollar amount of which shall be set forth in
a separate written notice to the client.
Please Note: Non-Discretionary Service Limitations. Clients that determine to engage Heritage
Financial Counselors on a non-discretionary investment advisory basis must be willing to accept that
Heritage Financial Counselors cannot effect certain account transactions without express consent to
such transaction(s) from the client. Thus, in the event that Heritage Financial Counselors would like
to make a transaction for a client’s account, and client is unavailable, Heritage Financial Counselors
may be unable to effect the account transaction (as it would for its discretionary clients) without first
obtaining the client’s consent.
Cash Positions. Heritage Financial Counselors continues to treat cash as an asset class. As such,
unless determined to the contrary by Heritage Financial Counselors, all cash positions (money
markets, etc.) shall continue to be included as part of assets under management for purposes of
calculating Heritage Financial Counselors’ advisory fee.
Portfolio Activity. Heritage Financial Counselors has a fiduciary duty to provide services consistent
with the client’s best interest. Heritage Financial Counselors 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 tenure, style drift, account
additions/withdrawals, and/or a change in the client’s investment objective. Based upon these
factors, there may be extended periods of time when Heritage Financial Counselors determines that
changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5
below during periods of portfolio inactivity. Of course, as indicated below, there can be no assurance
that investment decisions made by the Heritage Financial Counselors will be profitable or equal any
specific performance level(s).
Other Assets. A client may:
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hold securities that were purchased at the request of the client or acquired prior to
the client’s engagement of Heritage Financial Counselors. Generally, with potential
exceptions, Heritage Financial Counselors does not/would not recommend nor
follow such securities, and absent mitigating tax consequences or client direction to
the contrary, would prefer to liquidate such securities. Please Note: If/when
liquidated, it should not be assumed that the replacement securities purchased by
Heritage Financial Counselors will outperform the liquidated positions. To the
contrary, different types of investments involve varying degrees of risk, and there
can be no assurance that future performance of any specific investment or
investment strategy (including the investments and/or investment strategies
recommended or undertaken by Heritage Financial Counselors) will be profitable or
equal any specific performance level(s)In addition, there may be other securities
and/or accounts owned by the client for which Heritage Financial Counselors does
not maintain custodian access and/or trading authority; and,
hold other securities and/or own accounts for which Heritage Financial Counselors
does not maintain custodian access and/or trading authority.
Corresponding Services/Fees: When agreed to by Heritage Financial Counselors, Heritage
Financial Counselors shall: (1) remain available to discuss these securities/accounts on an ongoing
basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including,
where applicable, rebalancing with client consent;(3) shall generally consider these securities as part
of the client’s overall asset allocation; and, (4) report on such securities/accounts as part of regular
reports that may be provided by Heritage Financial Counselors; and, (5) include the market value of
all such securities for purposes of calculating advisory fee.
Please Note: Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”) considerations into
the investment due diligence process. We do not have or recommend an ESG strategy.
WE DON’T RECOMMEND Cryptocurrency: For clients who want exposure to cryptocurrencies,
including Bitcoin, Heritage Financial Counselors, will advise the client to consider a potential
investment in corresponding exchange traded securities, or an allocation to separate account
managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency
that can be used to buy goods and services, but uses an online ledger with strong cryptography (i.e.,
a method of protecting information and communications through the use of codes) to secure online
transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are
generally not controlled or regulated and their price is determined by the supply and demand of their
market. Because cryptocurrency is currently considered to be a speculative investment, a client must
expressly authorize the purchase of the cryptocurrency investment. Please Note: Heritage Financial
Counselors does not recommend or advocate the purchase of, or investment in, cryptocurrencies.
The Registrant considers such an investment to be speculative. Please Also Note: Clients who
authorize the purchase of a cryptocurrency investment must be prepared for the potential for
liquidity constraints, extreme price volatility and complete loss of principal.
for
Client Obligations. In performing our services, Heritage Financial Counselors shall not be required
to verify any information received from the client or from the client’s other professionals, and is
expressly authorized to rely thereon. Moreover, it remains each client’s responsibility to promptly
notify Heritage Financial Counselors if there is ever any change in his/her/its financial situation or
investment objectives
the purpose of reviewing/evaluating/revising our previous
recommendations and/or services.
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Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it
should not be assumed that future performance of any specific investment or investment strategy
(including the investments and/or investment strategies recommended or undertaken by Heritage
Financial Counselors) will be profitable or equal any specific performance level(s).
Cybersecurity Risk. The information technology systems and networks that Heritage Financial
Counselors and its third-party service providers use to provide services to Heritage Financial
Counselors’ clients employ various controls that are designed to prevent cybersecurity incidents
stemming from intentional or unintentional actions that could cause significant interruptions in
Heritage Financial Counselors’ operations and/or result in the unauthorized acquisition or use of
clients’ confidential or non-public personal information. Clients and Heritage Financial Counselors
are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to
incur financial losses and/or other adverse consequences. Although Heritage Financial Counselors
has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that
these efforts will always be successful, especially considering that Heritage Financial Counselors does
not control the cybersecurity measures and policies employed by third-party service providers,
issuers of securities, broker-dealers, qualified custodians, governmental and other regulatory
authorities, exchanges and other financial market operators and providers.
Disclosure Brochure. A copy of Heritage Financial Counselors’ written Brochure as set forth on Part
2A of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client prior
to, or contemporaneously with, the execution of an agreement between the client and Heritage
Financial Counselors.
Tailoring of Advisory Services
Our firm offers individualized investment advice to our Asset Management clients. We also tailor
financial consulting engagements to meet specific situations, including estate settlements, business
succession planning, or charitable giving strategies. Each Asset Management client has the
opportunity to place reasonable restrictions on the types of investments to be held in the portfolio.
Restrictions on investments in certain securities or types of securities may not be possible due to the
level of difficulty this would entail in managing the account.
Participation in Wrap Fee Programs
Our firm does not offer or sponsor a wrap fee program.
Regulatory Assets Under Management
As of December 31, 2024, our firm manages $201,217,560 on a non-discretionary basis.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Asset Management:
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The maximum fee to be charged to the client for the services provided by our firm and Focus Partners
will not exceed 2%. Fees to be assessed will be outlined in the advisory agreement to be signed by
the Client. Our firm bills on cash unless indicated otherwise in writing. Annualized fees are billed on
a pro-rata basis quarterly in advance, based upon the market value of such assets on the last day of
the previous quarter, and are deducted from client account(s). Adjustments will be made for deposits
and withdrawals, $10,000 or greater, during the quarter. In rare cases, our firm will agree to directly
invoice. As part of this process, Clients understand the following:
a) Focus Partners will calculate the advisory fees for all fee schedules and deduct them from the
client’s account(s). Clients receive statements showing the fee amount, the value of the assets
upon which the fee is based, and the specific manner in which the fee is calculated.
b) Clients provide Focus Partners with written authorization permitting direct payment of
advisory fees from their account(s) maintained by a custodian who is independent of our firm
and Focus Partners; and
c) The account custodian sends a statement to the client showing all account disbursements,
including advisory fees.
Financial Planning & Consulting:
Our firm charges on a flat fee basis for financial planning and consulting services. The total estimated
fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with
the client. Flat fees will not exceed $15,000. Our firm requires a retainer of 50% of the ultimate
financial planning or consulting fee at the time of signing. The remainder of the fee will be directly
billed to the client and due within 30 days of a financial plan being delivered or consultation
rendered. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered
within 6 months.
Other Types of Fees & Expenses
Clients will incur transaction charges for trades executed in their accounts. These transaction fees
are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Charles
Schwab & Co. Inc. (“Schwab”), does not charge transaction fees for U.S. listed equities and exchange
traded funds. Clients may also pay charges imposed directly by a mutual fund, index fund, or
exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees
and other fund expenses). Our firm does not receive a portion of these fees.
Clients may also be invested in other mutual funds (“DFA Funds”) managed by Dimensional Fund
Advisors, Inc. (“DFA”), a third-party investment adviser that is unaffiliated with our firm and Focus
Partners. Clients may also pay holdings charges imposed by the chosen custodian for certain
investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which
shall be disclosed in the fund’s prospectus (e.g., fund management fees, distribution fees, surrender
charges, variable annuity fees, IRA and qualified retirement plan fees, mark-ups and mark-downs,
spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and
other fees and taxes on brokerage accounts and securities transactions). Our firm does not receive a
portion of these fees.
Termination & Refunds
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The Focus Partners Structured Investing Advantage Agreement may be terminated in writing at any
time. Upon notice of termination a pro-rata refund of the unearned portion of the advisory fees
charged in advance at the beginning of the quarter will be processed.
Financial Planning & Consulting clients may terminate their agreement at any time before the
delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work
performed by us up to the point of termination shall be calculated at the hourly fee currently in effect.
Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our
firm.
Commissionable Securities Sales
Our firm and representatives do not sell securities for a commission in advisory accounts.
Item 6: Performance-Based Fees & Side-By-Side Management
Our firm does not charge performance-based fees.
Item 7: Types of Clients & Account Requirements
Our firm has the following types of clients:
Individuals and High Net Worth Individuals;
Trusts or Estates;
Corporations, Limited Liability Companies and/or Other Business Types.
Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging
us.
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
The following methods of analysis and investment strategies may be utilized in formulating our
investment advice and/or managing client assets, provided that such methods and/or strategies are
appropriate to the needs of the client and consistent with the client's investment objectives, risk
tolerance, and time horizons, among other considerations.
General Risks of Owning Securities
The prices of securities held in client accounts and the income they generate may decline in response
to certain events taking place around the world. These include events directly involving the issuers
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of securities held as underlying assets of mutual funds in a client’s account, conditions affecting the
general economy, and overall market changes. Other contributing factors include local, regional, or
global political, social, or economic instability and governmental or governmental agency responses
to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also
affect security prices and income.
The prices of, and the income generated by, most debt securities held by a client’s account may be
affected by changing interest rates and by changes in the effective maturities and credit ratings of
these securities. For example, the prices of debt securities in the client’s account generally will decline
when interest rates rise and increase when interest rates fall. In addition, falling interest rates may
cause an issuer to redeem, “call” or refinance a security before its stated maturity, which may result
in our firm having to reinvest the proceeds in lower yielding securities. Longer maturity debt
securities generally have higher rates of interest and may be subject to greater price fluctuations than
shorter maturity debt securities. Debt securities are also subject to credit risk, which is the possibility
that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make
timely payments of principal or interest and the security will go into default.
The guarantee of a security backed by the U.S. Treasury or the full faith and credit of the U.S.
government only covers the timely payment of interest and principal when held to maturity. This
means that the current market values for these securities will fluctuate with changes in interest rates.
Investments in securities issued by entities based outside the United States may be subject to
increased levels of the risks described above. Currency fluctuations and controls, different
accounting, auditing, financial reporting, disclosure, regulatory and legal standards and practices
could also affect investments in securities of foreign issuers. Additional factors may include
expropriation, changes in tax policy, greater market volatility, different securities market structures,
and higher transaction costs.
Various administrative difficulties, such as delays in clearing and settling portfolio transactions, or in
receiving payment of dividends can increase risk. Finally, investments in securities issued by entities
domiciled in the United States may also be subject to many of these risks.
Mutual Fund and/or Exchange Traded Fund Analysis: Analysis of the experience and track record
of the manager of the mutual fund or ETF in an attempt to determine if that manager has
demonstrated an ability to invest over a period of time and in different economic conditions. The
underlying assets in a mutual fund or ETF are also reviewed in an attempt to determine if there is
significant overlap in the underlying investments held in another fund(s) in the Client’s portfolio. The
funds or ETFs are monitored in an attempt to determine if they are continuing to follow their stated
investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments,
past performance does not guarantee future results. A manager who has been successful may not be
able to replicate that success in the future. In addition, as our firm does not control the underlying
investments in a fund or ETF, managers of different funds held by the Client may purchase the same
security, increasing the risk to the Client if that security were to fall in value. There is also a risk that
a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which
could make the holding(s) less suitable for the Client’s portfolio.
Third-Party Money Manager Analysis: The analysis of the experience, investment philosophies,
and past performance of independent third-party investment managers in an attempt to determine
if that manager has demonstrated an ability to invest over a period of time and in different economic
conditions. Analysis is completed by monitoring the manager’s underlying holdings, strategies,
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concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of
the due-diligence process, the manager’s compliance and business enterprise risks are surveyed and
reviewed. A risk of investing with a third-party manager who has been successful in the past is that
they may not be able to replicate that success in the future. In addition, as our firm does not control
the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager
may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable
investment for our clients. Moreover, as our firm does not control the manager’s daily business and
compliance operations, our firm may be unaware of the lack of internal controls necessary to prevent
business, regulatory or reputational deficiencies.
Exchange Traded Funds: An ETF is a type of Investment Company (usually, an open-end fund or
unit investment trust) whose primary objective is to achieve the same return as a particular market
index. The vast majority of ETFs are designed to track an index, so their performance is close to that
of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between
the returns of a fund and the returns of the index, can arise due to differences in composition,
management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they
can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like
stocks, you can place orders just like with individual stocks - such as limit orders, good-until-canceled
orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and
redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at
the market prices on the exchanges, which resemble the underlying NAV but are independent of it.
However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying
securities. Although an investor can buy as few as one share of an ETF, most buy in board lots.
Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any
ETF no matter where in the world it trades. This provides a benefit over mutual funds, which
generally can only be bought in the country in which they are registered.
One of the main features of ETFs are their low annual fees, especially when compared to traditional
mutual funds. The passive nature of index investing, reduced marketing, and distribution and
accounting expenses all contribute to the lower fees. However, individual investors must pay a
brokerage commission to purchase and sell ETF shares; for those investors who trade frequently,
this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost
brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient.
Fixed Income: Fixed income is a type of investing or budgeting style for which real return rates or
periodic income is received at regular intervals and at reasonably predictable levels. Fixed-income
investors are typically retired individuals who rely on their investments to provide a regular, stable
income stream. This demographic tends to invest heavily in fixed-income investments because of the
reliable returns they offer. Fixed-income investors who live on set amounts of periodically paid
income face the risk of inflation eroding their spending power.
Some examples of fixed-income investments include treasuries, money market instruments,
corporate bonds, asset-backed securities, municipal bonds and international bonds. The primary risk
associated with fixed-income investments is the borrower defaulting on his payment. Other
considerations include exchange rate risk for international bonds and interest rate risk for longer-
dated securities. The most common type of fixed-income security is a bond. Bonds are issued by
federal governments, local municipalities and major corporations. Fixed-income securities are
recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio
dedicated to fixed income depends on your own personal investment style. There is also an
opportunity to diversify the fixed-income component of a portfolio. Riskier fixed-income products,
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such as junk bonds and longer-dated products, should comprise a lower percentage of your overall
portfolio.
The interest payment on fixed-income securities is considered regular income and is determined
based on the creditworthiness of the borrower and current market rates. In general, bonds and fixed-
income securities with longer-dated maturities pay a higher rate, also referred to as the coupon rate,
because they are considered riskier. The longer the security is on the market, the more time it has to
lose its value and/or default. At the end of the bond term, or at bond maturity, the borrower returns
the amount borrowed, also referred to as the principal or par value.
Individual Stocks: A common stock is a security that represents ownership in a corporation. Holders
of common stock exercise control by electing a board of directors and voting on corporate policy.
Investing in individual common stocks provides us with more control of what you are invested in and
when that investment is made. Having the ability to decide when to buy or sell helps us time the
taking of gains or losses. Common stocks, however, bear a greater amount of risk when compared to
certificate of deposits, preferred stock and bonds. It is typically more difficult to achieve
diversification when investing in individual common stocks. Additionally, common stockholders are
on the bottom of the priority ladder for ownership structure; if a company goes bankrupt, the
common stockholders do not receive their money until the creditors and preferred shareholders
have received their respective share of the leftover assets.
Interval Funds: Interval funds can expose investors to liquidity risk, and that risk is greater in funds
that invest in securities of companies with smaller market capitalizations, derivatives or securities
with substantial market and/or credit risk. Even though interval funds make periodic offers to
repurchase a portion of outstanding shares, investors should consider interval fund shares to be an
illiquid investment. There is no guarantee that investors will be able to sell interval fund shares at
any given time or in the quantity that they desire. The price that shareholders will receive on a
repurchase will be based on the per share NAV determined as of a specified date. This date will occur
sometime after the close of business on the date that shareholders must submit their acceptances of
the repurchase offer so investor may not know the exact price they will receive for their redemption
when effecting the transaction. Additionally, this price may be subject to a redemption fee that
further erodes the value of the position upon redemption.
Focus Partners DFA Funds: Our firm may instruct Focus Partners to purchase shares of the DFA
Funds for the client’s Structured Investing Advantage account in accordance with client’s
instructions. Neither the client nor our firm will be entitled to any rebate, credit or waiver of fees
received by Focus Partners in connection with Focus Partners' services to the DFA Funds.
Mutual Funds: A mutual fund is a company that pools money from many investors and invests the
money in a variety of differing security types based the objectives of the fund. 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). Investors typically cannot
ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence
which securities the fund manager buys and sells or the timing of those trades. With an individual
stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by
checking financial websites or by calling a broker or your investment adviser. Investors can also
monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with
a mutual fund, the price at which an investor purchases or redeems shares will typically depend on
the fund’s NAV, which is calculated daily after market close.
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The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed
by an investment adviser who researches, selects, and monitors the performance of the securities
purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an
investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading
investments across a wide range of companies and industry sectors can help lower the risk if a
company or sector fails. Some investors find it easier to achieve diversification through ownership of
mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds
accommodate investors who do not have a lot of money to invest by setting relatively low dollar
amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual
fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed
on redemption.
Mutual funds also have features that some investors might view as disadvantages: (a) Investors must
pay sales charges, annual fees, and other expenses regardless of how the fund performs. 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.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at
any given time, nor can they directly influence which securities the fund manager buys and sells or
the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close
to real-time) pricing information with relative ease by checking financial websites or by calling a
broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour
to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor
purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not
calculate until many 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.
When investors buy and hold an individual stock or bond, the investor must pay income tax each year
on the dividends or interest the investor receives. However, the investor will not have to pay any
capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When
an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary
dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes
on any personal capital gains when the investor sells shares, the investor may have to pay taxes each
year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital
gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains.
Cash and/or Cash Equivalents: Focus Partners generally invests client cash balances in money
market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government
backed debt instruments. Ultimately, our firm tries to achieve the highest return on client cash
balances through relatively low-risk conservative investments. In most cases, at least a partial cash
balance will be maintained in a money market account so that Focus Partners may debit advisory
fees for our services related to our Asset Management services, as applicable.
Other Assets. A client may:
hold securities that were purchased at the request of the client or acquired prior to
the client’s engagement of the Heritage Financial Counselors. Generally, with
potential exceptions, the Heritage Financial Counselors does not/would not
recommend nor follow such securities, and absent mitigating tax consequences or
client direction to the contrary, would prefer to liquidate
such securities. Please Note: If/when liquidated, it should not be assumed that the
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replacement securities purchased by the Heritage Financial Counselors will
outperform the liquidated positions. To the contrary, different types of
investments involve varying degrees of risk, and there can be no assurance that
future performance of any specific investment or investment strategy (including
the investments and/or investment strategies recommended or undertaken by
the Heritage Financial Counselors) will be profitable or equal any specific
performance level(s)In addition, there may be other securities and/or accounts
owned by the client for which the Heritage Financial Counselors does not maintain
custodian access and/or trading authority; and,
hold other securities and/or own accounts for which the Heritage Financial
Counselors does not maintain custodian access and/or trading authority.
ANY QUESTIONS: The Heritage Financial Counselors’ Chief Compliance Officer, Charlie P.
Weidman, remains available to address any questions regarding the above.
Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear. While the stock
market may increase and the account(s) could enjoy a gain, it is also possible that the stock market
may decrease and the account(s) could suffer a loss. It is important that clients understand the risks
associated with investing in the stock market, are appropriately diversified in investments, and ask
any questions.
Item 9: Disciplinary Information
There are no legal or disciplinary events that are material to the evaluation of our advisory business
or the integrity of our management.
Item 10: Other Financial Industry Activities & Affiliations
As indicated at Item 4 above, Heritage Financial Counselors does not serve as an attorney, accountant,
or insurance agent, and no portion of our services should be construed as same. Accordingly, Heritage
Financial Counselors does not prepare legal documents, prepare tax returns, or sell insurance
products. To the extent requested by a client, we may recommend the services of other professionals
for non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.) Our firm is
not registered, nor does it have an application pending to register, as a broker-dealer, registered
representative of a broker dealer, investment company or pooled investment vehicle, other
investment adviser or financial planner, futures commission merchant, commodity pool operator,
commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or
law firm, insurance company or agency, pension consultant, real estate broker or dealer or a sponsor
or syndicator of limited partnership, or an associated person of the foregoing entities. Our firm has
no other financial industry affiliations to disclose.
Item 11: Code of Ethics, Participation or Interest in
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Client Transactions & Personal Trading
As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material
facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the
underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities
transaction and insider trading. Our firm requires all representatives to conduct business with the
highest level of ethical standards and to comply with all federal and state securities laws at all times.
Upon employment with our firm, and at least annually thereafter, all representatives of our firm will
acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and
representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances
that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure
is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to
review our Code of Ethics in its entirety, a copy will be provided promptly upon request.
Our firm recognizes that the personal investment transactions of our representatives demands the
application of a Code of Ethics with high standards and requires that all such transactions be carried out
in a way that does not endanger the interest of any client. At the same time, our firm also believes that if
investment goals are similar for clients and for our representatives, it is logical, and even desirable, that
there be common ownership of some securities.
In order to prevent conflicts of interest, our firm has established procedures for transactions effected by
our representatives for their personal accounts1. In order to monitor compliance with our personal
trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting
system for all of our representatives.
Neither our firm nor a related person recommends, buys or sells for client accounts, securities in
which our firm or a related person has a material financial interest without prior disclosure to the
client.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. In order to minimize this conflict of interest, our related persons will place
client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which
is available upon request.
Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they
buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our
related persons will place client interests ahead of their own interests and adhere to our firm’s Code of
Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying
or selling the same securities prior to buying or selling for our clients in the same day unless included in
a block trade.
Please Note: Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client
leaving an employer typically has four options regarding an existing retirement plan (and may engage
in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii)
roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll
over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could,
1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse,
his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our
associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect
beneficial interest in.
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depending upon the client’s age, result in adverse tax consequences). If Heritage Financial Counselors
recommends that a client roll over their retirement plan assets into an account to be managed by
Heritage Financial Counselors, such a recommendation creates a conflict of interest if Heritage Financial
Counselors will earn new (or increase its current) compensation as a result of the rollover. If Heritage
Financial Counselors provides a recommendation as to whether a client should engage in a rollover or
not (whether it is from an employer’s plan or an existing IRA), Heritage Financial Counselors is acting as
a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the
Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under
any obligation to roll over retirement plan assets to an account managed by Heritage Financial
Counselors, whether it is from an employer’s plan or an existing IRA. Heritage Financial
Counselors’ Chief Compliance Officer, Charles P. Weidman, remains available to address any
questions that a client or prospective client may have regarding the potential for conflict of
interest presented by such rollover recommendation.
Cybersecurity Risk. The information technology systems and networks that Heritage Financial
Counselors and its third-party service providers use to provide services to Heritage Financial
Counselors’ clients employ various controls, which are designed to prevent cybersecurity incidents
stemming from intentional or unintentional actions that could cause significant interruptions in
Heritage Financial Counselors’ operations and result in the unauthorized acquisition or use of clients’
confidential or non-public personal information. Clients and Heritage Financial Counselors are
nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur
losses, including for example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or interruption to
systems. Although Heritage Financial Counselors has established processes to reduce the risk of
cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially
considering that Heritage Financial Counselors does not directly control the cybersecurity measures and
policies employed by third-party service providers. Clients could incur similar adverse consequences
resulting from cybersecurity incidents that more directly affect issuers of securities in which those
clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities,
exchange and other financial market operators, or other financial institutions.
Item 12: Brokerage Practices
Selecting a Brokerage Firm
As part of our Asset Management and Referrals to Third Party Money Managers services, our firm
may recommend the services provided by Focus Partners.
Our firm participates in the Schwab Institutional program and recommends it to clients. Schwab
Institutional is a division of Charles Schwab & Co. Inc. (“Schwab”) member FINRA/SIPC. Schwab is an
independent [and unaffiliated] SEC-registered broker-dealer. Schwab offers services to independent
investment advisers which includes custody of securities, trade execution, clearance and settlement
of transactions. Schwab enables us to obtain many no-load mutual funds without transaction charges
and other no-load funds at nominal transaction charges. Schwab does not charge client accounts
separately for custodial services. Client accounts will be charged transaction fees, commissions or other
fees on trades that are executed or settle into the client’s custodial account. Transaction fees are
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negotiated with Schwab and are generally discounted from customary retail commission rates. This
benefits clients because the overall fee paid is often lower than would be otherwise.
Research and Benefits: Although not a material consideration when determining whether to
recommend that a client utilize the services of a particular broker-dealer/custodian, Heritage
Financial Counselors can receive from Schwab (or another broker-dealer/custodian, investment
manager, platform sponsor, mutual fund sponsor, or vendor) without cost (and/or at a discount)
support services and/or products, certain of which assist Heritage Financial Counselors to better
monitor and service client accounts maintained at such institutions. Included within the support
services that can be obtained by Heritage Financial Counselors can be investment-related research,
pricing information and market data, software and other technology that provide access to client
account data, compliance and/or practice management-related publications, discounted or gratis
consulting services (including those provided by unaffiliated vendors and professionals), discounted
and/or gratis attendance at conferences, meetings, and other educational and/or social events,
marketing support (including client events), computer hardware and/or software and/or other
products used by Heritage Financial Counselors in furtherance of its investment advisory business
operations. Certain of the benefits that could be received can also assist Heritage Financial
Counselors to manage and further develop its business enterprise and/or benefit Heritage Financial
Counselors’ representatives.
Heritage Financial Counselors’ clients do not pay more for investment transactions effected and/or
assets maintained at Schwab as the result of this arrangement. There is no corresponding
commitment made by Heritage Financial Counselors to Schwab, or any other any entity, to invest any
specific amount or percentage of client assets in any specific mutual funds, securities or other
investment products as result of the above arrangement.
ANY QUESTIONS: Heritage Financial Counselors’ Chief Compliance Officer, Name of CCO,
remains available to address any questions that a client or prospective client may have
regarding the above arrangements and the corresponding conflicts of interest presented by
such arrangements.
Directed Brokerage. Heritage Financial Counselors recommends that its clients utilize the
brokerage and custodial services provided by Schwab. The Firm generally does not accept directed
brokerage arrangements (but could make exceptions). A directed brokerage arrangement arises
when a client requires that account transactions be effected through a specific broker-
dealer/custodian, other than one generally recommended by Heritage Financial Counselors (i.e.,
Schwab). In such client directed arrangements, the client will negotiate terms and arrangements for
their account with that broker-dealer, and Firm will not seek better execution services or prices from
other broker-dealers or be able to "batch" the client’s transactions for execution through other
broker-dealers with orders for other accounts managed by Heritage Financial Counselors. As a result,
a client may pay higher commissions or other transaction costs or greater spreads, or receive less
favorable net prices, on transactions for the account than would otherwise be the case. Please Note:
In the event that the client directs Heritage Financial Counselors to effect securities transactions for
the client’s accounts through a specific broker-dealer, the client correspondingly acknowledges that
such direction may cause the accounts to incur higher commissions or transaction costs than the
accounts would otherwise incur had the client determined to effect account transactions through
alternative clearing arrangements that may be available through Heritage Financial Counselors.
Please Also Note: Higher transaction costs adversely impact account performance. Please Further
Note: Transactions for directed accounts will generally be executed following the execution of
portfolio transactions for non-directed accounts.
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Soft Dollars
Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities
Exchange Act of 1934. The safe harbor research products and services obtained by our firm will
generally be used to service all of our clients but not necessarily all at any one particular time.
Aggregation of Purchase or Sale
Focus Partners and DFA provide investment management services for various clients. There are
occasions on which portfolio transactions may be executed as part of concurrent authorizations to
purchase or sell the same security for numerous accounts served, which involve accounts with similar
investment objectives. Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to any one or more particular accounts, they are affected only when
it is believed that to do so will be in the best interest of the effected accounts. When such concurrent
authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable
to the accounts involved. In any given situation, our firm attempts to allocate trade executions in the
most equitable manner possible, taking into consideration client objectives, current asset allocation and
availability of funds using price averaging, proration and consistently non-arbitrary methods of
allocation.
Item 13: Review of Accounts or Financial Plans
Our Financial Counselors and/or Professional Staff review accounts on at least an annual basis for
our Asset Management clients. The nature of these reviews is to learn whether client accounts are in
line with their investment objectives, appropriately positioned based on market conditions, and
investment policies, if applicable. Our firm does not provide written reports to clients, unless asked
to do so. Verbal reports to clients take place on at least an annual basis. Our firm may review client
accounts more frequently than described above. Among the factors which may trigger an off-cycle
review are major market or economic events, the client’s life events, requests by the client, etc.
Our firm provides ongoing services to Financial Planning clients, and are willing to meet with such
clients upon their request to discuss updates to their plans, changes in their circumstances, etc.
Financial Planning clients receive updated reports regarding their financial plans.
Item 14: Client Referrals & Other Compensation
Our firm may recommend Schwab to clients for custody and brokerage services. There is no direct
link between our firm’s participation in the program and the investment advice given to clients,
although we receive economic benefits through our participation in the program that are typically
not available to Schwab retail investors. These benefits include the following products and services
(provided without cost or at a discount): receipt of duplicate client statements and confirmations;
research related products and tools; consulting services; access to a trading desk serving our firm’s
participants; access to block trading (which provides the ability to aggregate securities transactions
for execution and then allocate the appropriate shares to client accounts); the ability to have advisory
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fees deducted directly from client accounts; access to an electronic communications network for
client order entry and account information; access to mutual funds with no transaction fees and to
certain institutional money managers; and discounts on compliance, marketing, research,
technology, and practice management products or services provided to us by third party vendors.
Schwab may also have paid for business consulting and professional services received by our firm’s
related persons. Some of the products and services made available by Schwab through the program
may benefit our firm but may not benefit our client accounts. These products or services may assist
us in managing and administering client accounts, including accounts not maintained at Schwab.
Other services made available by Schwab are intended to help us manage and further develop our
business enterprise. The benefits received by our firm or our personnel through participation in the
program do not depend on the amount of brokerage transactions directed to Schwab. As part of our
fiduciary duties to our clients, we endeavor at all times to put the interests of our clients first. Clients
should be aware, however, that the receipt of economic benefits by our firm or our related persons
in and of itself creates a potential conflict of interest and may indirectly influence our firm’s choice of
Schwab for custody and brokerage services.
Referral Fees
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide
cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or
endorsements (which include client referrals).
Item 15: Custody
Our firm does not have custody of client funds or securities. All of our clients receive account
statements directly from their qualified custodians at least quarterly upon opening of an account.
Clients are encouraged to raise any questions with us about the custody, safety or security of their
assets and our custodial recommendations.
Heritage Financial Counselors and/or Focus Partners shall have the ability to deduct its advisory
fee from the client’s custodial account. Clients are provided with written transaction confirmation
notices, and a written summary account statement directly from the custodian (i.e., Schwab, etc.) at
least quarterly. Please Note: To the extent that Heritage Financial Counselors and/or Focus
Partners provides clients with periodic account statements or reports, the client is urged to
compare any statement or report provided by Heritage Financial Counselors and/or Focus Partners
with the account statements received from the account custodian. Please Also Note: The account
custodian does not verify the accuracy of Heritage Financial Counselors’ and/or Focus Partners
advisory fee calculation.
Custodian Charges-Additional Fees. As discussed above at Item 12 below, when requested to
recommend a broker-dealer/custodian for client accounts, Heritage Financial Counselors generally
recommends that Schwab serve as the broker-dealer/custodian for client investment management
assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other
type fees for effecting certain types of securities transactions (i.e., including transaction fees for
certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.).
The types of securities for which transaction fees, commissions, and/or other type fees (as well as
the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain
custodians, including Schwab, generally (with exceptions) do not currently charge fees on
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individual equity transactions (including ETFs), others do. Please Note: there can be no assurance
that Schwab will not change its transaction fee pricing in the future. Please Also Note: Schwab may
also assess fees to clients who elect to receive trade confirmations and account statements by
regular mail rather than electronically. ANY QUESTIONS: Heritage Financial Counselors’ Chief
Compliance Officer, Charles P. Weidman, remains available to address any questions that a
client or prospective client may have regarding the above.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account
transactions or new deposits, be swept to and/or initially maintained in a specific custodian
designated sweep account. The yield on the sweep account will generally be lower than
those available for other money market accounts. When this occurs, to help mitigate the
corresponding yield dispersion, Heritage Financial Counselors shall (usually within 30 days
thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other
type security) available on the custodian’s platform, unless Heritage Financial Counselors
reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to
purchase additional investments for the client’s account. Exceptions and/or modifications can and
will occur with respect to all or a portion of the cash balances for various reasons, including, but not
limited to the amount of dispersion between the sweep account and a money market fund, the size
of the cash balance, an indication from the client of an imminent need for such cash, or the client
has a demonstrated history of writing checks from the account. Please Note: The above does not
apply to the cash component maintained within a Heritage Financial Counselors actively managed
investment strategy (the cash balances for which shall generally remain in the custodian designated
cash sweep account), an indication from the client of a need for access to such cash, assets allocated
to an unaffiliated investment manager, and cash balances maintained for fee billing purposes.
Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance
decisions and corresponding transactions for cash balances maintained in any Heritage Financial
Counselors unmanaged accounts. ANY QUESTIONS: Heritage Financial Counselors’ Chief
Compliance Officer, Charlie P. Weidman, remains available to address any questions that a client or
prospective client may have regarding the above.
Item 16: Investment Discretion
Clients have the option of providing our firm with investment discretion on their behalf, pursuant to
an executed investment advisory client agreement. By granting investment discretion, our firm is
authorized to execute securities transactions, determine which securities are bought and sold, and
the total amount to be bought and sold. Limitations may be imposed by the client in the form of
specific constraints on any of these areas of discretion with our firm’s written acknowledgement.
Item 17: Voting Client Securities
Our firm does not accept the proxy authority to vote client securities. Clients maintain exclusive
responsibility for: (1) directing the manner in which proxies solicited by issuers of securities owned
by the client shall be voted; and (2) making all elections, decisions, and filings relative to any mergers,
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acquisitions, tender offers, bankruptcy proceedings, class actions, or other type actions or events
pertaining to the client’s investment assets. Clients will receive proxies or other solicitations directly
from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will
forward them to the appropriate client and ask the party who sent them to mail them directly to the
client in the future. Clients may call, write or email us to discuss questions they may have about
particular proxy votes or other solicitations.
Item 18: Financial Information
Our firm has never been the subject of a bankruptcy proceeding. Our firm is not required to provide
financial information in this Brochure because:
Our firm does not require the prepayment of more than $1,200 in fees when services cannot
be rendered within 6 months.
Our firm does not take custody of client funds or securities.
Our firm does not have a financial condition or commitment that impairs our ability to meet
contractual and fiduciary obligations to clients.
Our firm has obtained financial assistance by participating in Paycheck Protection Program (“PPP”)
established by the U.S. Small Business Administration (“SBA”). PPP is intended to assist us with
maintaining our firm’s business in response to the COVID-19 pandemic by providing low-interest
loans for business essentials such as payroll expenses. These loans are eligible for forgiveness, which
our firm received.
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