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Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
February 2026
Ignite Planners LLC
109 E. Escalones
San Clemente, CA 92672
www.IgnitePlanners.com
Firm Contact:
Dominick Zizzo
Chief Compliance Officer
This brochure provides information about the qualifications and business practices of Ignite Planners
LLC. If clients have any questions about the contents of this brochure, please contact us at 619-504-
1907. 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. Additional information
about our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD
#289797.
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
Ignite Planners 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.
Since our firms last filing on 11/13/2025, the following material changes have been made:
• The brochure has been amended throughout in connection with the launch of two new
private funds sponsored and advised by Ignite Planners, Helion Strategies Horizon Fund and
Helion Strategies Meridan Fund. For additional information or questions, please reach out to
Ignite Planners LLC.
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Ignite Planners LLC
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 ................................................................................................................. 6
Item 6: Performance-Based Fees & Side-By-Side Management ....................................................... 9
Item 7: Types of Clients & Account Requirements ........................................................................... 11
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss .............................................. 11
Item 9: Disciplinary Information ......................................................................................................... 27
Item 10: Other Financial Industry Activities & Affiliations ............................................................ 27
Item 11: Code of Ethics, Participation or Interest in ........................................................................ 29
Client Transactions & Personal Trading ............................................................................................ 29
Item 12: Brokerage Practices ............................................................................................................... 30
Item 13: Review of Accounts or Financial Plans ............................................................................... 34
Item 14: Client Referrals & Other Compensation ............................................................................. 34
Item 15: Custody ...................................................................................................................................... 35
Item 16: Investment Discretion............................................................................................................ 36
Item 17: Voting Client Securities .......................................................................................................... 36
Item 18: Financial Information ............................................................................................................ 38
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Ignite Planners LLC
Item 4: Advisory Business
Our firm is dedicated to providing individuals and other types of clients with a wide array of
investment advisory services. Our firm is a limited liability company formed under the laws of the
State of Delaware in 2017. Our firm is owned by Jena Schuster, Andrew Labas, Greg Cooley, and David
Allred.
The purpose of this Brochure is to disclose the conflicts of interest associated with the investment
transactions, compensation and any other matters related to investment decisions made by our firm
or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is
accomplished in part by knowing our client. Our firm has established a service-oriented advisory
practice with open lines of communication for many different types of clients to help meet their
financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to
understand their investment objectives while educating them about our process, facilitates the kind
of working relationship we value.
Types of Advisory Services Offered
Asset Management:
As part of our Asset Management service, a portfolio is created, consisting of individual stocks, bonds,
exchange traded funds (“ETFs”), options, mutual funds and other public and private securities or
investments. The client’s individual investment strategy is tailored to their specific needs and may
include some or all of the previously mentioned securities. Portfolios will be designed to meet a
particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate
portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary,
rebalanced based upon the client’s individual needs, stated goals and objectives.
Financial Planning & Consulting:
Our firm provides a variety of standalone financial planning and consulting services to clients for the
management of financial resources based upon an analysis of current situation, goals, and objectives.
Financial planning services will typically involve preparing a financial plan or rendering a financial
consultation for clients based on the client’s financial goals and objectives. This planning or
consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable
Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study,
Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of
Credit Evaluation, or Business and Personal Financial Planning.
Written financial plans or financial consultations rendered to clients usually include general
recommendations for a course of activity or specific actions to be taken by the clients.
Implementation of the recommendations will be at the discretion of the client. Our firm provides
clients with a summary of their financial situation, and observations for financial planning
engagements. Financial consultations are not typically accompanied by a written summary of
observations and recommendations, as the process is less formal than the planning service. Assuming
that all the information and documents requested from the client are provided promptly, plans or
consultations are typically completed within 6 months of the client signing a contract with our firm.
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Ignite Planners LLC
Pontera:
We provide an additional service for accounts not directly held in our custody, but where we do
have discretion, and may leverage an Order Management System “Pontera” to implement tax-
efficient asset location and opportunistic rebalancing strategies on behalf of the client. These are
primarily 401(k) accounts, HSAs, and other assets we do not custody. We regularly review the
available investment options in these accounts, monitor them, and rebalance and implement our
strategies in the same way we do other accounts, though using different tools as necessary.
“Pontera” is a third party platform to facilitate management of held away assets such as defined
contribution plan participant accounts, with discretion. The platform allows us to avoid being
considered to have custody of Client funds since we do not have direct access to Client log-in
credentials to affect trades. We are not affiliated with the platform in any way and receive no
compensation from them for using their platform. A link will be provided to the Client allowing
them to connect an account(s) to the platform. Once Client account(s) is connected to the platform,
Adviser will review the current account allocations. When deemed necessary, Adviser will
rebalance the account considering client investment goals and risk tolerance, and any change in
allocations will consider current economic and market trends. The goal is to improve account
performance over time, minimize losses during difficult markets, and manage internal fees that
harm account performance. Client account(s) will be reviewed at least quarterly and allocation
changes will be made as deemed necessary.
Referrals to Third Party Money Managers:
Our firm utilizes the services of a third-party money manager for the management of client accounts.
Investment advice and trading of securities will only be offered by or through the chosen third party
money manager. Our firm will not offer advice on any specific securities or other investments in
connection with this service. Prior to referring clients, our firm will provide initial due diligence on third
party money managers and ongoing reviews of their management of client accounts. In order to assist
in the selection of a third-party money manager, our firm will gather client information pertaining to
financial situation, investment objectives, and reasonable restrictions to be imposed upon the
management of the account.
Our firm will periodically review third party money manager reports provided to the client at least
annually. Our firm will contact clients from time to time in order to review their financial situation
and objectives; communicate information to third party money managers as warranted; and assist
the client in understanding and evaluating the services provided by the third-party money manager.
Clients will be expected to notify our firm of any changes in their financial situation, investment
objectives, or account restrictions that could affect their financial standing.
Advisor to Private Funds
When suitable to an investor’s financial situation and investment objectives, Ignite Planners
recommends investment opportunities to individuals and entities that qualify as accredited
investors, as defined under the Securities Act of 1933, and qualified clients, under the Investment
Company Act of 1940, as amended, where required by the applicable fund governing documents.
These private investment vehicles are sponsored and offered by Ignite Planners.
Ignite Planners, through its partner, Atlas Investment Management, Inc., manages private funds,
including the Helion Strategies Horizon Fund, LLC and the Helion Strategies Meridan Fund LLC, both
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Delaware limited liability companies. Certain beneficial owners of Ignite Planners will receive
compensation related to investments in both funds. A client considering investing in a fund will be
provided with a private placement memorandum (“PPM”), governing documents and subscription
documents (collectively, “Offering Documents”). An investor should read Offering Documents
carefully before investing in a fund, which requires execution of subscription documents separately
from the IMA executed with Ignite planners. Investors in a private fund, including one of the Ignite
Planners Private Funds, will pay management fees, performance-based fees, and expenses of the fund
pursuant to the fund’s governing documents. See Item 5 for more information regarding fees and
expenses.
Clients are under no obligation to invest in private funds.
Tailoring of Advisory Services
Our firm offers individualized investment advice to our Asset Management clients. General
investment advice will be offered to our Financial Planning & Consulting and Referrals to Third Party
Money Management clients. 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, 2025, our firm manages $1,003,953,564 on a discretionary basis and
$132,992,997on a non-discretionary basis.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Asset Management:
The maximum annual fee charged for this service will not exceed 2.00%. 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 or arrears
based on the value of the account(s) on the last day of the previous quarter. Fees are negotiable and
will be deducted from client account(s). In rare cases, our firm will agree to directly invoice. As part
of this process, Clients understand the following:
a) Clients must provide our firm with written authorization permitting direct payment of
advisory fees from their account(s) maintained by a custodian who is independent of our
firm;
b) Our firm sends quarterly statements to the client 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 as
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Ignite Planners LLC
well as disclosing that it is the client’s responsibility to verify the accuracy of fee calculation,
and that the custodian does not determine its accuracy; and
c) The account custodian sends a statement to the client, at least quarterly, showing all account
disbursements, including advisory fees.
Financial Planning & Consulting:
Our firm charges on an hourly or 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. The maximum hourly fee to be charged will not exceed $500. Flat fees
will not exceed $50,000. The fee-paying arrangements will be determined on a case-by-case basis
and will be detailed in the signed consulting agreement. Our firm will not require a retainer exceeding
$1,200 when services cannot be rendered within 6 months.
Pontera:
Our firm does not charge an additional fee for held away assets such as defined contribution plan
participant accounts. Pontera charges a 0.25% fee for those assets. Our firm will not charge clients
the 0.25% Pontera fee and will cover the additional cost of this service.
Referrals to Third Party Money Managers:
The total annual advisory fee for this service shall not exceed 2.50%. A portion of this fee will be paid
to our firm and will be outlined in the third-party money manager’s advisory agreement to be signed
by the client. Clients will be provided with a copy of the chosen third party money manager’s Form
ADV Part 2, all relevant Brochures, a solicitation disclosure statement detailing the fees to be paid to
both firms and the third-party money manager’s privacy policy. All fees that our firm receives from
the third-party money managers and the written separate disclosures made to clients regarding
these fees comply with applicable state statutes and rules. The billing procedures for this service vary
based on the chosen third-party money manager. The total fee to be charged, as well as the billing
cycle, will be detailed in the third-party money manager’s ADV Part 2A and separate advisory
agreement to be signed by the client.
Other Types of Fees & Expenses
Clients will incur transaction charges for trades executed by their custodian via individual
transaction charges. These transaction fees are separate from our firm’s advisory fees and will be
disclosed by the custodian. Charles Schwab & Co., Inc. (“Schwab”) does not charge transaction fees
for U.S. listed equities and exchange traded funds.
Clients may also pay holdings charges imposed by the 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 and other fund expenses), 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.
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Ignite Planners LLC
Private Fund Fees
Subject to disclosures in the Ignite Planners Private Funds respective Offering Documents, investors
will pay a management fee and an annual performance-based allocation (the “Performance
Allocation”)- as further described in Item 6 below.
For the services it renders to the Funds, the Adviser shall receive a quarterly management fee equal
to 0.50% (2.00% annually) of each Investor’s capital account (the “Management Fee”). The
Management Fee is accrued as of the first business day of each calendar quarter. The Management
Fee is payable quarterly in advance. A pro rata Management Fee will be charged to Investors on any
amounts permitted to be invested during any quarter, but will not be refunded on any amounts
permitted to be withdrawn during any quarter. The Adviser, in its sole and absolute discretion, may
waive any or all of the Management Fee in respect of any Investor without notice to or the consent of
other Investors.
Administrator fees: NAV Consulting Inc, the funds administrator, charges fees based on the size of
the fund, subject to a monthly minimum. The fees are paid out of the fund’s assets.
Fees are billed separately on a quarterly billing cycle through the clients Schwab account.
These fees are subject to the terms outlined in the funds’ Offering Documents and the manager has
discretion to adjust certain fees for specific investors. See Item 10 for more information.
Termination & Refunds
Either party may terminate the advisory agreement signed with our firm for Asset Management
services in writing at any time. Upon notice of termination our firm will process a pro-rata refund of
the unearned portion of the advisory fees charged in advance. If advisory fees cannot be deducted,
our firm will send an invoice for due advisory fees to the client.
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
Representatives of our firm are registered representatives of SA Stone Wealth Management, Inc. (“SA
Stone”). As such they are able to accept compensation for the sale of securities or other investment
products, including distribution or service (“trail”) fees from the sale of mutual funds. Clients should
be aware that the practice of accepting commissions for the sale of securities presents a conflict of
interest and gives our firm and/or our representatives an incentive to recommend investment
products based on the compensation received, rather than on a clients needs. Our firm generally
addresses commissionable sales conflicts that arise when explaining to clients these sales create an
incentive to recommend based on the compensation to be earned and/or when recommending
commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not
prohibit clients from purchasing recommended investment products through other unaffiliated
brokers or agents.
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Ignite Planners LLC
Fair allocation of private fund expenses.
Clients are responsible for the payment of all third-party fees (including, but not limited to, custodian
fees, brokerage fees, private fund fees, mutual fund fees, transaction fees, Independent Manager fees,
and management fees or performance compensation paid to underlying private funds in which
clients invest). To the extent clients invest in the Ignite Planners Private Funds, such clients are also
responsible for the payment of all fees and expenses to Ignite Planners, as provided in the Offering
Documents of the respective Fund. The foregoing fees are separate and distinct from the investment
advisory fees charged by Ignite Planners. Please see Item 12, which provides additional detail
regarding brokerage and custodial relationships.
Item 6: Performance-Based Fees & Side-By-Side Management
Performance based fees can only be assessed a Qualified Client, with at least $1,100,000 under
management with our firm or a net worth of at least $2,200,000. A performance fee is a fee based on
a share of capital gains on or capital appreciation of the managed assets of a client.
In addition to the advisory fee charged in Item 5 of this brochure, our firm charges up to 20% of the
net profits (i.e., profits after our management fee has been deducted) achieved for the previous
quarter’s account management. The performance fee is payable only if the net profits in the client
account(s) exceed the performance calculation of the previous year (a “high water mark”). At our
discretion, our firm may waive all or any portion of the performance fee or may agree with a client
to other changes to the performance fee by written agreement only.
In charging performance fees to some client accounts, our firm faces a conflict of interest as our firm
can potentially receive greater fees from client accounts having a performance-based compensation
structure than from accounts only charged an advisory fee. As a result, there exists an incentive to
direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays
a performance fee. Our firm has taken important steps to ensure that our performance based
accounts are not favored over our client’s non-performance fee based accounts.
Performance based and non-performance based accounts are periodically reviewed and compared.
In the event that our firm finds performance based accounts are being unduly (i.e., consistently)
favored over non-performance based accounts, our firm would take action to address the situation
on a case-by-case basis. This could include allowing non-performance based accounts to trade before
performance based accounts to the extent practicable, or if the problem persists, not allowing new
performance based accounts, waiving our performance based fees or cancelling our performance
based fee arrangements altogether and in some cases, termination of firm personnel.
Our firm also makes use of block trades and allocations made based on client’s risk tolerance,
investment objectives and restrictions. Our firm will periodically review block trade allocations to
detect whether profitable trades are being disproportionately allocated to performance based
accounts, while unprofitable trades are being disproportionately allocated to pure-fee based
accounts with no performance fee. If a problem is detected in the allocation of block trades, our firm
will take measures as previously described above.
Performance Based Fees for Ignite Planners Private Funds
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Ignite Planners LLC
The Manager, Helion Strategies, LLC will receive an annual Performance Allocation from the Funds,
as described below (the “Performance Allocation”). In general, the Performance Allocation will be an
amount equal to 20% of the net capital appreciation (less any net capital depreciation) otherwise
allocable for such year, to each Investor’s capital account for the applicable period, subject to the soft
hurdle and high watermark methodology described below. An Incentive Allocation will be charged
with respect to such Investor’s capital account and declared and paid on the last day of the calendar
year in which the Performance Allocation was earned. Accordingly, the first Incentive Allocation with
respect to an investment generally will be calculated based upon a period of less than 12 months.
Thereafter, the Incentive Allocation will be based upon the net capital appreciation, if any, allocable
to such Investor’s capital account. The Manager, in its sole and absolute discretion, may waive or
reduce the Performance Allocation with respect to any Investor; any such waiver or reduction will
not increase the Performance Allocation with respect to other Investors whose Performance
Allocation is not so waived or reduced. The Manager may, in its sole and absolute discretion, decide
that certain capital accounts be subject to different Performance Allocation arrangements as it deems
appropriate, all without notice to or consent of the Investors.
The Manager’s Performance Allocation described above is subject to an 8% soft hurdle. If the
Investor’s capital account has not increased by at least 8% of such Investor’s Capital Contribution,
then the Manager will not be entitled to any Performance Allocation. However, if the Investor’s capital
account has increased by 8% or more of such Investor’s Capital Contribution, then the Manager will
be entitled to the full 20% Performance Allocation. For the avoidance of doubt, this is intended to
operate as a soft hurdle, such that once a Member has received allocations equal to the 8% of such
Investor’s Capital Contribution for the applicable Fiscal Year, the Manager shall be entitled to a
Performance Allocation based on the entire amount of net profits allocated to such Member (not just
the portion in excess of 8%).
The Funds will employ a high watermark methodology in calculating the Performance Allocation
payable to the Manager. Under this methodology, the Manager will only be entitled to receive a
Performance Allocation with respect to any Investor to the extent that the Investor’s capital account
exceeds the highest value previously achieved at the end of any prior fiscal period (after taking into
account withdrawals, contributions, and prior Performance Allocations). This ensures that the
Manager will not receive Performance Allocations on the same gains more than once, and that any
prior losses must be fully recovered before additional performance-based compensation is earned.
The performance allocation creates an incentive for the advisor to make investments that are riskier
or more speculative and would be the case in the absence of such compensation.
Side-By-Side Management of Funds
The Funds will operate in parallel with one or more investment vehicles managed by the Manager
and advised by the Adviser. The investment objectives and strategies of the Funds are expected to be
substantially similar. The Manager anticipates that the Funds will generally participate pro rata
(based on available capital) in the same investment opportunities.
The existence of parallel Funds may create potential conflicts of interest for the Manager, including
with respect to the allocation of investment opportunities, expenses, and other matters. The Manager
intends to allocate such opportunities amongst the Funds in a manner it deems to be fair and
equitable over time, but there can be no assurance that an investment opportunity will be allocated
proportionately.
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Ignite Planners LLC
Item 7: Types of Clients & Account Requirements
Our firm has the following types of clients:
•
Individuals and High Net Worth Individuals;
• Trusts, Estates or Charitable Organizations;
• Corporations, Limited Liability Companies and/or Other Business Types.
• Pension and profit sharing plans
• Sovereign wealth funds and foreign official institutions
• Private Funds
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
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.
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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.
Methods of Analysis
Securities analysis methods rely on the assumption that the companies whose securities are
purchased and/or sold, the rating agencies that review these securities, and other publicly-available
sources of information about these securities, are providing accurate and unbiased data. While our
firm is alert to indications that data may be incorrect, there is always a risk that our firm’s analysis
may be compromised by inaccurate or misleading information.
Cyclical Analysis: Statistical analysis of specific events occurring at a sufficient number of relatively
predictable intervals that they can be forecasted into the future. Cyclical analysis asserts that cyclical
forces drive price movements in the financial markets. Risks include that cycles may invert or
disappear and there is no expectation that this type of analysis will pinpoint turning points, instead
be used in conjunction with other methods of analysis.
Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the
business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing
a stock, futures contract, or currency using fundamental analysis there are two basic approaches one
can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis
from other types of investment analysis, such as quantitative and technical. Fundamental analysis is
performed on historical and present data, but with the goal of making financial forecasts. There are
several possible objectives: (a) to conduct a company stock valuation and predict its probable price
evolution; (b) to make a projection on its business performance; (c) to evaluate its management and
make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the
intrinsic value of the share.
When the objective of the analysis is to determine what stock to buy and at what price, there are two
basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may
misprice a security in the short run but that the "correct" price will eventually be reached. Profits can
be made by purchasing the mispriced security and then waiting for the market to recognize its
"mistake" and reprice the security.; and (b) Technical analysis maintains that all information is
reflected already in the price of a security. Technical analysts analyze trends and believe that
sentiment changes predate and predict trend changes. Investors' emotional responses to price
movements lead to recognizable price chart patterns. Technical analysts also analyze historical
trends to predict future price movement. Investors can use one or both of these different but
complementary methods for stock picking. This presents a potential risk, as the price of a security
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Ignite Planners LLC
can move up or down along with the overall market regardless of the economic and financial factors
considered in evaluating the stock.
Modern Portfolio Theory (“MPT”): A mathematical framework for assembling a portfolio of assets
such that the expected return is maximized for a given level of risk, defined as variance. Its key insight
is that an asset's risk and return should not be assessed by itself, but by how it contributes to a
portfolio's overall risk and return. MPT assumes that investors are risk averse, meaning that given
two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an
investor will take on increased risk only if compensated by higher expected returns. Conversely, an
investor who wants higher expected returns must accept more risk. The exact trade-off will be the
same for all investors, but different investors will evaluate the trade-off differently based on
individual risk aversion characteristics. The implication is that a rational investor will not invest in a
portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for
that level of risk an alternative portfolio exists that has better expected returns.
The risk, return, and correlation measures used by MPT are based on expected values, which means
that they are mathematical statements about the future (the expected value of returns is explicit in
the above equations, and implicit in the definitions of variance and covariance). In practice, investors
must substitute predictions based on historical measurements of asset return and volatility for these
values in the equations. Very often such expected values fail to take account of new circumstances
that did not exist when the historical data were generated. Mathematical risk measurements are also
useful only to the degree that they reflect investors' true concerns—there is no point minimizing a
variable that nobody cares about in practice. MPT uses the mathematical concept of variance to
quantify risk, and this might be justified under the assumption of elliptically distributed returns such
as normally distributed returns, but for general return distributions other risk measures (like
coherent risk measures) might better reflect investors' true preferences.
Mutual Fund and/or Exchange Traded Fund (“ETF”) 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.
Technical Analysis: A security analysis methodology for forecasting the direction of prices through
the study of past market data, primarily price and volume. A fundamental principle of technical
analysis is that a market's price reflects all relevant information, so their analysis looks at the history
of a security's trading pattern rather than external drivers such as economic, fundamental and news
events. Therefore, price action tends to repeat itself due to investors collectively tending toward
patterned behavior – hence technical analysis focuses on identifiable trends and conditions.
Technical analysts also widely use market indicators of many sorts, some of which are mathematical
transformations of price, often including up and down volume, advance/decline data and other
inputs. These indicators are used to help assess whether an asset is trending, and if it is, the
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probability of its direction and of continuation. Technicians also look for relationships between
price/volume indices and market indicators. Technical analysis employs models and trading rules
based on price and volume transformations, such as the relative strength index, moving averages,
regressions, inter-market and intra-market price correlations, business cycles, stock market cycles
or, classically, through recognition of chart patterns. Technical analysis is widely used among traders
and financial professionals and is very often used by active day traders, market makers and pit
traders. The risk associated with this type of analysis is that analysts use subjective judgment to
decide which pattern(s) a particular instrument reflects at a given time and what the interpretation
of that pattern should be.
Alternative Investments: Hedge funds, commodity pools, Real Estate Investment Trusts (“REITs”),
Business Development Companies (“BDCs”), and other alternative investments involve a high degree
of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They
can be highly leveraged, speculative and volatile, and an investor could lose all or a substantial
amount of an investment. Alternative investments may lack transparency as to share price, valuation
and portfolio holdings. Complex tax structures often result in delayed tax reporting. Compared to
mutual funds, hedge funds and commodity pools are subject to less regulation and often charge
higher fees and may require “capital calls” which would require additional investment. Alternative
investment managers typically exercise broad investment discretion and may apply similar
strategies across multiple investment vehicles, resulting in less diversification.
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,
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.
Investment Strategies & Asset Classes
Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus
reward by adjusting the percentage of each asset in an investment portfolio according to the
investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle
that different assets perform differently in different market and economic conditions. A fundamental
justification for asset allocation is the notion that different asset classes offer returns that are not
perfectly correlated, hence diversification reduces the overall risk in terms of the variability of
returns for a given level of expected return. Although risk is reduced as long as correlations are not
perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation
and variance) that existed over some past period. Expectations for return are often derived in the
same way.
An asset class is a group of economic resources sharing similar characteristics, such as riskiness and
return. There are many types of assets that may or may not be included in an asset allocation strategy.
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The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of
any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic,
foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally:
investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long-
term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these
three provides a starting point. Usually included are hybrid instruments such as convertible bonds
and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be
considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others.;
Commercial or residential real estate (also REITs); Collectibles such as art, coins, or stamps;
insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products,
etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and
futures; foreign currency; venture capital; private equity; and/or distressed securities.
Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars
or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and
commercial papers. Generally, these assets are considered nonproductive and will be exposed to
inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will
generally return less than the advisory fee charged by our firm. Our firm may recommend cash and
cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their best
interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm assess
an advisory fee on cash and cash equivalents unless indicated otherwise in writing.
Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay
investors periodic interest and repay the amount borrowed either periodically during the life of the
security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-
coupon bonds, which do not pay current interest, but rather are priced at a discount from their face
values and their values accrete over time to face value at maturity. The market prices of debt
securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In
general, market prices of debt securities decline when interest rates rise and increase when interest
rates fall. Bonds with longer rates of maturity tend to have greater interest rate risks.
Certain additional risk factors relating to debt securities include: (a) When interest rates are
declining, investors have to reinvest their interest income and any return of principal, whether
scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be
worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future
interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher
interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to
economic changes, political and corporate developments, and interest rate changes. Investors can
also expect periods of economic change and uncertainty, which can result in increased volatility of
market prices and yields of certain debt securities. For example, prices of these securities can be
affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the
security or other assets or indices. (d) Debt securities may contain redemption or call provisions
entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer
exercises these provisions in a lower interest rate market, the account would have to replace the
security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is
called at or close to par value. This subjects investors that paid a premium for their bond risk of lost
principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower
interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its
obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may
incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in
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the secondary market for particular debt securities, which may affect adversely the account's ability
to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt
securities.
Exchange Traded Funds (“ETFs”): 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,
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,
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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.
Margin Transactions: Our firm may purchase securities for your portfolio with money borrowed
from your brokerage account. This allows you to purchase more stock than you would be able to with
your available cash and allows us to purchase securities without selling other holdings. Margin
accounts and transactions are risky and not necessarily appropriate for every client.
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.
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
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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.
Options: An option is a financial derivative that represents a contract sold by one party (the option
writer) to another party (the option holder, or option buyer). The contract offers the buyer the right,
but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price (the
strike price) during a certain period of time or on a specific date (exercise date). Options are
extremely versatile securities. Traders use options to speculate, which is a relatively risky practice,
while hedgers use options to reduce the risk of holding an asset. In terms of speculation, option
buyers and writers have conflicting views regarding the outlook on the performance of a:
• Call Option: Call options give the option to buy at certain price, so the buyer would want the
stock to go up. Conversely, the option writer needs to provide the underlying shares in the
event that the stock's market price exceeds the strike due to the contractual obligation. An
option writer who sells a call option believes that the underlying stock's price will drop
relative to the option's strike price during the life of the option, as that is how he will reap
maximum profit. This is exactly the opposite outlook of the option buyer. The buyer believes
that the underlying stock will rise; if this happens, the buyer will be able to acquire the stock
for a lower price and then sell it for a profit. However, if the underlying stock does not close
above the strike price on the expiration date, the option buyer would lose the premium paid
for the call option.
• Put Option: Put options give the option to sell at a certain price, so the buyer would want the
stock to go down. The opposite is true for put option writers. For example, a put option buyer
is bearish on the underlying stock and believes its market price will fall below the specified
strike price on or before a specified date. On the other hand, an option writer who sells a put
option believes the underlying stock's price will increase about a specified price on or before
the expiration date. If the underlying stock's price closes above the specified strike price on
the expiration date, the put option writer's maximum profit is achieved. Conversely, a put
option holder would only benefit from a fall in the underlying stock's price below the strike
price. If the underlying stock's price falls below the strike price, the put option writer is
obligated to purchase shares of the underlying stock at the strike price.
The potential risks associated with these transactions are that (1) all options expire. The closer the
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option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can move
very quickly. Depending on factors such as time until expiration and the relationship of the stock
price to the option’s strike price, small movements in a stock can translate into big movements in the
underlying options.
Short-Term Purchases: When utilizing this strategy, our firm may also purchase securities with the
idea of selling them within a relatively short time (typically a year or less). Our firm do this in an
attempt to take advantage of conditions that our firm believe will soon result in a price swing in the
securities our firm purchase. The potential risk associated with this investment strategy is associated
with the currency or exchange rate. Currency or exchange rate risk is a form of risk that arises from
the change in price of one currency against another. The constant fluctuations in the foreign currency
in which an investment is denominated vis-à-vis one's home currency may add risk to the value of a
security. Currency risk is greater for shorter term investments, which do not have time to level off
like longer term foreign investments.
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, and that their assets are appropriately diversified in
investments. Clients are encouraged to ask our firm any questions regarding their risk tolerance.
Capital Risk: Capital risk is one of the most basic, fundamental risks of investing; it is the risk that
you may lose 100% of your money. All investments carry some form of risk and the loss of capital is
generally a risk for any investment instrument.
Company Risk: When investing in stock positions, there is always a certain level of company or
industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk
and can be reduced through appropriate diversification. There is the risk that the company will
perform poorly or have its value reduced based on factors specific to the company or its industry. For
example, if a company’s employees go on strike or the company receives unfavorable media attention
for its actions, the value of the company may be reduced.
Credit Risk: Credit risk can be a factor in situations where an investment’s performance relies on a
borrower’s repayment of borrowed funds. With credit risk, an investor can experience a loss or
unfavorable performance if a borrower does not repay the borrowed funds as expected or required.
Investment holdings that involve forms of indebtedness (i.e. borrowed funds) are subject to credit
risk.
Currency Risk: Fluctuations in the value of the currency in which your investment is denominated
may affect the value of your investment and thus, your investment may be worth more or less in the
future. All currency is subject to swings in valuation and thus, regardless of the currency
denomination of any particular investment you own, currency risk is a realistic risk measure. That
said, currency risk is generally a much larger factor for investment instruments denominated in
currencies other than the most widely used currencies (U.S. Dollar, British Pound, German Mark,
Euro, Japanese Yen, French Franc, etc.).
Economic Risk: The prevailing economic environment is important to the health of all businesses.
Some companies, however, are more sensitive to changes in the domestic or global economy than
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others. These types of companies are often referred to as cyclical businesses. Countries in which a
large portion of businesses are in cyclical industries are thus also very economically sensitive and
carry a higher amount of economic risk. If an investment is issued by a party located in a country that
experiences wide swings from an economic standpoint or in situations where certain elements of an
investment instrument are hinged on dealings in such countries, the investment instrument will
generally be subject to a higher level of economic risk.
Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations
and to volatile increases and decreases in value as market confidence in and perceptions of their
issuers change. If you held common stock, or common stock equivalents, of any given issuer, you
would generally be exposed to greater risk than if you held preferred stocks and debt obligations of
the issuer.
ETF & Mutual Fund Risk: When investing in an ETF or mutual fund, you will bear additional
expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including
the potential duplication of management fees. The risk of owning an ETF or mutual fund generally
reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also
incur brokerage costs when purchasing ETFs.
Financial Risk: Financial risk is represented by internal disruptions within an investment or the
issuer of an investment that can lead to unfavorable performance of the investment. Examples of
financial risk can be found in cases like Enron or many of the dot com companies that were caught
up in a period of extraordinary market valuations that were not based on solid financial footings of
the companies.
Fixed Income Securities Risk: Typically, the values of fixed-income securities change inversely with
prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk,
which is the risk that their value will generally decline as prevailing interest rates rise, which may
cause your account value to likewise decrease, and vice versa. How specific fixed income securities
may react to changes in interest rates will depend on the specific characteristics of each security.
Fixed-income securities are also subject to credit risk, prepayment risk, valuation risk, and liquidity
risk. Credit risk is the chance that a bond issuer will fail to pay interest and principal in a timely
manner, or that negative perceptions of the issuer’s ability to make such payments will cause the
price of a bond to decline.
Interest Rate Risk: Certain investments involve the payment of a fixed or variable rate of interest to
the investment holder. Once an investor has acquired or has acquired the rights to an investment that
pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market
will affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing
interest rates in the market will have an inverse relationship to the value of existing, interest paying
investments. In other words, as interest rates move up, the value of an instrument paying a particular
rate (fixed or variable) of interest will go down. The reverse is generally true as well.
Legal/Regulatory Risk: Certain investments or the issuers of investments may be affected by
changes in state or federal laws or in the prevailing regulatory framework under which the
investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws
can affect the performance of certain investments or issuers of those investments and thus, can have
a negative impact on the overall performance of such investments.
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Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited
market in which they trade. Thus, you may experience the risk that your investment or assets within
your investment may not be able to be liquidated quickly, thus, extending the period of time by which
you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable
pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops
significantly) a particular investment and therefore, can have a negative impact on investment
returns.
Manager Risk: There is always the possibility that poor security selection will cause your
investments to underperform relative to benchmarks or other funds with a similar investment
objective.
Market Risk: The value of your portfolio may decrease if the value of an individual company or
multiple companies in the portfolio decreases or if our belief about a company’s intrinsic worth is
incorrect. Further, regardless of how well individual companies perform, the value of your portfolio
could also decrease if there are deteriorating economic or market conditions. It is important to
understand that the value of your investment may fall, sometimes sharply, in response to changes in
the market, and you could lose money. Investment risks include price risk as may be observed by a
drop in a security’s price due to company specific events (e.g. earnings disappointment or downgrade
in the rating of a bond) or general market risk (e.g. such as a “bear” market when stock values fall in
general). For fixed-income securities, a period of rising interest rates could erode the value of a bond
since bond values generally fall as bond yields go up. Past performance is not a guarantee of future
returns.
Market Timing Risk: Market timing can include high risk of loss since it looks at an aggregate market
versus a specific security. Timing risk explains the potential for missing out on beneficial movements
in price due to an error in timing. This could cause harm to the value of an investor's portfolio because
of purchasing too high or selling too low.
Past Performance: Charting and technical analysis are often used interchangeably. Technical
analysis generally attempts to forecast an investment’s future potential by analyzing its past
performance and other related statistics. In particular, technical analysis often times involves an
evaluation of historical pricing and volume of a particular security for the purpose of forecasting
where future price and volume figures may go. As with any investment analysis method, technical
analysis runs the risk of not knowing the future and thus, investors should realize that even the most
diligent and thorough technical analysis cannot predict or guarantee the future performance of any
particular investment instrument or issuer thereof.
Description of Material, Significant or Unusual Risks
Our firm 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 our firm may debit advisory fees for our services related to our Asset
Management services, as applicable.
Risk Factors Related to Private Funds
Specialized Investment Skills.
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Successful volatility-responsive investing is a specialized investment approach requiring a
combination of extensive quantitative and qualitative skills. Both the experience and judgment of the
Manager, as well as its use of sophisticated analytical tools, will be integral to the success of the Fund’s
Investment Strategy. Failure of the manager to successfully execute the intended Investment Strategy
could lead to poor fund performance.
Changes in Investment Strategies.
There can be no assurance that the Manager will be successful in implementing the Fund’s
Investment Strategy. The Manager may from time to time formulate new approaches to carry out the
Fund’s investment objective, and there can be no assurance that any of such new approaches will be
successful.
Investment Risks in General.
The Funds will engage in a speculative Investment Strategy. The prices of instruments in which the
Funds will trade may be volatile. Market movements are difficult to predict and are influenced by,
among other things, government trade, fiscal, monetary and exchange control programs and policies;
changing supply and demand relationships; national and international political and economic events;
changes in interest rates; and the inherent volatility of the financial markets. In addition,
governments may intervene, directly and by regulation, in certain markets, often with the intent to
influence prices directly. The effects of governmental intervention may be particularly significant at
certain times in the financial instrument markets, and such intervention (as well as other factors)
may cause such markets and related investments to move rapidly and lose value.
General Economic Conditions.
The success of any trading activity may be affected by general economic conditions, which may affect
the level and volatility of securities prices, interest rates and the extent and timing of Investors’
participation in the markets for currencies, securities and other instruments. Unexpected changes in
volatility or liquidity in the markets in which the Funds directly or indirectly holds positions could
impair the Fund’s ability to carry out its business or cause it to incur losses.
Debt and Other Income Securities.
The Funds may invest in fixed income and adjustable rate securities. Fixed income securities, are
subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s
value as a result of changes in interest rates generally. Even though such instruments are investments
that may promise a stable stream of income, the prices of such securities are inversely affected by
changes in interest rates and, therefore, are subject to the risk of market price fluctuations. In general,
the values of fixed income securities increase when interest rates fall and decrease when interest
rates rise. Market risk relates to the changes in the risk or perceived risk of an issuer, asset class,
country or region. Credit risk relates to the ability of the issuer or underlying assets to make
payments of principal and interest. The values of income securities may be affected by changes in the
credit rating or financial condition of the issuing entities.
Market Risk.
The profitability of a significant portion of the Funds’ investment methods depends to a great extent
upon correctly assessing the future course of the relative price movements of securities and other
investments. There can be no assurance that the Manager will be able to predict accurately these
price movements. Regardless of the hedging methods employed, there is always some and
occasionally a significant degree of market risk inherent in the Fund’s core portfolio trading
strategies.
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Ignite Planners LLC
Instruments Below Investment Grade.
The global securities in which the Funds may invest include instruments that have low ratings that
indicate that the ratings agencies view them as highly risky and have predominantly speculative
characteristics with respect to their capacity to pay interest and repay principal. The Funds may
invest in bonds rated lower than investment grade, which may be considered speculative. The Funds
may also invest a substantial portion of its assets in high-risk instruments that are low rated or
unrated. The market values of these instruments tend to reflect short-term corporate, economic and
market developments and Investor perceptions of the issuer’s or underlying collateral’s credit
quality to a greater extent than lower yielding, higher-rated bonds. In addition, it may be more
difficult to dispose of, or to determine the value of, high-yield, high-risk bonds.
Leverage Risk.
The Funds, when it is deemed appropriate by the Manager and subject to applicable regulations
(including margin requirements), may use leverage to attempt to capitalize on situations where the
Manager believes there is a high probability that a particular investment strategy will be profitable.
The extent to which such leverage is used fluctuates depending on market conditions. To the extent
that the Funds use leverage, the Fund’s net assets will tend to increase or decrease at a greater rate
than the overall market (i.e., it may have an amount greater than its net assets subject to market risk).
While the use of leverage can substantially improve the return on the Fund’s investments, such use
also may increase the adverse impact of unfavorable price movements. In extreme cases, a significant
loss of equity could require the Manager to execute trades based solely on the need to generate
investable funds rather than as part of the Fund’s core portfolio trading strategies. Under these
circumstances, the Manager could be forced to liquidate securities or other assets held by the Funds
under less than favorable conditions. Use of leverage will subject the Funds to risks normally
associated with debt financing, including the risk that the Fund’s cash flow will be insufficient to meet
required payments of principal and interest. The risk exists that indebtedness on the Fund’s
investments will be subject to margin calls due to asset devaluation, which in turn could force the
Fund to sell assets at unfavorable prices. In addition, the Funds may incur indebtedness, which may
carry variable interest rates, and such debt creates higher debt service requirements if the market
interest rates increase. The Funds may engage in transactions to limit its exposure to rising interest
rates as, in the Manager’s sole and absolute discretion, are appropriate and cost effective, and such
transactions could expose the Funds to the risk that such transactions may not adequately perform
and cause the Fund to lose anticipated benefits therefrom.
Concentration.
The Funds have the ability to concentrate investments. Concentration may create the risk that the
Fund could change in value suddenly based on potential exposure of a significant amount of assets to
a limited area of investment. The Funds could be subject to significant losses if it holds a large position
in a particular investment that declines in value or is otherwise adversely affected, including default
of the issuer or underlying collateral.
Limited Liquidity.
In certain circumstances, certain of the Funds’ holdings may become illiquid and unable to be sold.
This could adversely affect the ability of the Fund to dispose of these securities, including the ability
to meet its redemption obligations.
Valuation of Certain Investments.
Because the secondary markets for certain investments, such as bank loans, may be limited, it may
be difficult to value such investments. Where market quotations are not readily available, valuation
may require more research than for more liquid investments. In addition, elements of judgment may
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Ignite Planners LLC
play a greater role in valuation in such cases than for investments with a more active secondary
market because there is less reliable objective data available.
Prepayment Risk.
Prepayment risk is the risk that principal on fixed income securities may be paid prior to the stated
maturity date. This risk is especially acute for those instruments without call protection, such as bank
loans and certain other instruments, which may be paid at any time. If the Fund purchases an
investment at a premium, a faster than expected prepayment rate will reduce both the market value
and the yield to maturity from those that were anticipated. A prepayment rate that is slower than
expected will have the opposite effect of increasing yield to maturity and market value. Conversely,
if the Fund purchases an investment at a discount, faster than expected prepayments will increase,
while slower than expected prepayments will reduce yield to maturity and market values.
Prepayment of fixed income securities can be expected to accelerate during periods of declining
interest rates.
Margin Risk.
Markets in futures, options and other derivatives contracts can be highly volatile and investment in
them carries a high risk of loss. This stems from the margining system applicable to such contracts
that generally involves a comparatively modest performance deposit in terms of the overall contract
value, so that a relatively small market movement can have a disproportionately dramatic effect on
the value of an investment. If the market movement is favorable, a good profit return may be
achieved, but an equally small adverse market movement can result not only in the loss of the entire
amount of margin on deposit, but may also expose the Fund to the distinct possibility of a loss
exceeding the initial margin requirement.
If the market moves against the Fund, the Fund may be called upon to deposit substantial additional
margin, at short notice, to maintain its position. Failure to provide such additional funds within the
time required may result in the Fund’s position being liquidated at a loss and the Fund will be liable
for any resulting deficit.
to
intermediaries. Transactions entered directly between
Counterparty Risk.
The Funds will be subject to the risk of the inability of any counterparty (including any prime broker
and custodian) to perform with respect to transactions, whether due to insolvency, bankruptcy or
other causes. The Fund may utilize swaps and other derivative transactions. To the extent the Fund
invests in repurchase agreements, swaps, forwards, futures, options and other “synthetic” or
derivative instruments, counterparty exposures can develop and the Fund bears the risk of
nonperformance by the other party on the contract. This risk may differ materially from those
entailed in exchange-traded transactions which generally are supported by guarantees of clearing
organizations, daily marking-to-market and settlement, segregation and minimum capital
two
requirements applicable
counterparties generally do not benefit from such protections and expose the parties to the risk of
counterparty default. In international securities markets the existence of less mature settlement
structures and systems can result in settlement default and exposure to counterparty credits. In
addition, entering into these types of agreements involve elements of credit and market risk. Such
risks include the possibility that there is no liquid market for these agreements and there may be
unfavorable changes in the fluctuation of interest rates and market value. These types of agreements
also involve the risk of mispricing or improper valuation and the risk that changes in the value of the
derivative may not correlate with the underlying asset, rate, or index.
Use of Hedging.
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The Manager may employ certain hedging techniques, directed primarily toward general market
risks, but is not required to do so. If employed, hedging against a decline in the value of a portfolio
position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the
values of such positions decline, but establishes other positions designed to gain from those same
developments. For a variety of reasons, the Manager may not seek or be able to establish a sufficiently
accurate correlation between hedging instruments and the portfolio holdings being hedged. Such
imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund
to risk of loss. In addition to possible losses on the position sought to be hedged notwithstanding the
attempted hedge, the Fund could incur losses on the hedging position itself.
Moreover, all hedging strategies necessarily involve costs, which could be significant, whether or not
the hedge sought is successful. The Fund may invest in markets or instruments as to which hedging
strategies are limited or unavailable. Hedging instruments which are potentially available may
nonetheless involve costs or risks which the Manager deems prohibitive in the context of the Fund.
Hedging, if employed at all, is expected to be employed as a technique to seek to limit certain market
risks. As a general matter, the Fund’s portfolio is still exposed to risks attendant to its Investment
Strategy, which risks are not generally hedged.
Other Instruments and Future Developments.
The Funds may take advantage of opportunities in the area of options on securities, swaps, swaptions
and other synthetic or derivative instruments that are not presently contemplated for use by the
Fund or that are not currently available, but that may be developed, to the extent such opportunities
are both consistent with the Fund’s investment objective and legally permissible for the Fund. The
Fund may become a party to various other customized derivative instruments entitling the
counterparty to certain payments on the gain or loss on the value of an underlying or referenced
instrument. All of the investments described above could magnify the gain or loss that would be
incurred in a direct investment in the underlying securities or trading positions and may be made
without the approval of Investors.
Collateralized Debt Obligations.
The Funds may make investments in collateralized debt obligations (“CDOs”), which may involve a
high degree of business and financial risk particularly due to the limited recourse or non-recourse
nature of the obligations (i.e., payable solely from the assets pledged by the issuer of such
obligations), the subordination of such obligations and the character of the collateral securing such
obligations. The underlying collateral of any CDO may consist primarily of non-investment grade
loans and interests in non-investment grade loans. The collateral may also include bonds, structured
finance obligations and synthetic securities. These assets are subject to liquidity, market value, credit,
interest rate, prepayment and certain other risks that are generally greater than those of investment
grade corporate obligations. These risks could be exacerbated to the extent that the Fund is
concentrated in one or more particular types of collateral obligations. The underlying loans are also
subject to prepayment risk, which may affect the market value of those loans and the collateralized
obligation.
Options.
The Funds will utilize options in furtherance of its Investment Strategy and for both investment and
hedging purposes. Options positions may include long positions, where the Fund is the holder of put
or call options, as well as short positions, where the Fund is the seller (writer) of an option. Although
option techniques can increase investment return, they can also involve a relatively higher level of
risk. The writing (selling) of uncovered options involves a theoretically unlimited risk of a price
increase or decline, as the case may be, in the underlying security. The expiration of unexercised long
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Ignite Planners LLC
option positions effectively results in loss of the entire cost or premium paid for the option. Option
premium costs, as well as the cost of covering options written by the Fund, can reduce or eliminate
position profits or create losses as well. The Fund’s ability to close out its position as a purchaser of
an exchange-listed option is dependent upon the existence of a liquid secondary market on option
exchanges. On occasion the Fund may also utilize options, particularly in foreign markets, which may
have limited liquidity.
Synthetic Bonds.
Incidental to other transactions in fixed income securities and/or for investment purposes, the Funds
may combine options on fixed income securities with cash, cash equivalent investments or other
fixed income securities in order to create “synthetic” bonds that approximate desired risk/ return
profiles. This may be done where a “non-synthetic” security having the desired risk/return profile
either is unavailable or possesses undesirable characteristics. The use of synthetic bonds may involve
risks different from, or potentially greater than, risks associated with direct investments in securities
and other assets. Synthetic bonds may increase other Fund risks, including market risk, liquidity risk,
and credit risk, and their value may or may not correlate with the value of the relevant underlying
asset.
Derivatives.
The Funds may utilize derivatives for hedging or for other purposes related to the management of
the Funds. Derivatives may be entered into on established exchanges or through privately negotiated,
or “over- the-counter” (“OTC”), transactions. Generally, derivatives are financial contracts whose
value depends upon, or is derived from, the value of an underlying asset, reference rate or index.
Examples of derivatives that the Fund may use include futures, options, swaps (including interest
rate and credit default swaps), forwards, credit-linked securities and other hybrid instruments.
Derivative instruments are specialized products that require investment techniques and risk
analyses different from those associated with stocks and bonds. These instruments typically allow
an investor to hedge or speculate upon the price movements of a particular security, financial
benchmark or index at no cost or at a fraction of the cost of investing in the underlying asset. The use
of a derivative requires an understanding not only of the underlying asset but also of the derivative
itself, without the benefit of observing the performance of the derivative under all possible market
conditions. As the value of this type of instrument depends largely upon price movements in the
underlying asset, many of the risks applicable to trading the underlying asset are also applicable to
trading derivatives related to such asset.
Risks associated with using derivatives include the risk of mispricing or improper valuation of
derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and
indices. Many derivatives, in particular privately negotiated derivatives, are complex and often
valued subjectively. In addition, improper valuations can result in increased cash payment
requirements to counterparties or a loss of value to the Fund. Certain derivatives have the potential
for unlimited loss regardless of the size of the original investment. The market for credit derivatives
is somewhat illiquid and there are considerable risks that it may be difficult to either buy or sell the
contracts as needed or at reasonable prices. Although the Manager will implement risk management
techniques designed to limit potential losses, such techniques may not accurately predict all
derivatives trading risks.
The Funds employ a dynamic, volatility-responsive investment strategy called the VEGA
Strategy, which focuses on balancing long-term equity growth with risk management. The key risks
of the strategy are:
I.
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• Volatility-Tilted Allocation: May lead to increased risk exposure during market downturns
or reduced exposure during uptrends, potentially resulting in missed gains or amplified
losses.
• LEAPS Risks: LEAPS are subject to time decay, illiquidity, and high sensitivity to volatility
changes, which can lead to significant portfolio-level volatility.
•
• Equity Market Risk: The strategy’s performance is closely tied to equity market trends, and
prolonged bear markets or high volatility could lead to underperformance and capital
erosion.
Interest Rate Risk: Rising interest rates may reduce the value of fixed-income securities,
potentially leading to correlated losses across the portfolio.
• Risk of losing entire investment
Investors should carefully evaluate the risks and speculative nature of the VEGA Strategy before
investing.
Refer to the applicable Offering Documents for additional risks and disclosures.
THIS LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR
EXPLANATION OF THE RISKS INVOLVED IN CONNECTION WITH THE ADVISER’S INVESTMENT OR
THE MANAGEMENT OF CLIENTS ACCOUNTS. IN ADDITION, PROSPECTIVE CLIENTS SHOULD BE
AWARE THAT, AS THE MARKET DEVELOPS AND CHANGES OVER TIME, INVESTMENTS OF BEHALF
OF CLIENTS ACCOUNTS MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISKS. CLIENTS
INVESTING IN PRIVATE FUNDS SHOULD ALSO CAREFULLY REVIEW THE RISKS DISCLOSURES AND
OFFERING DOCUMENTS ASSOCIATED WITH SUCH INVESTMENTS
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
Representatives of our firm are registered representatives of SA Stone, member FINRA/SIPC, and
licensed insurance agents. As a result of these transactions, they receive normal and customary
commissions. A conflict of interest exists as these commissionable securities sales create an incentive
to recommend products based on the compensation earned. To mitigate this potential conflict, our
firm will act in the client’s best interest.
Representatives of our firm may also be dually registered as Investment Adviser Representatives
(“IARs”). A conflict of interest may arise as a result of being an IAR with multiple Registered
Investment Advisers (“RIAs”). To mitigate this conflict, IARs of our firm will act in the client’s best
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Ignite Planners LLC
interest. Furthermore, any services that may be offered through other RIAs will remain separate from
our firm’s advisory services and governed under separate agreements. Clients of our firm will not be
actively solicited to other RIA business or any other RIAs.
Representatives of our firm are insurance agents They offer insurance products and receive
customary fees as a result of insurance sales. A conflict of interest exists as these insurance sales
create an incentive to recommend products based on the compensation adviser and/or our
supervised persons may earn. To mitigate this potential conflict, our firm will act in the client’s best
interest.
Representatives of our firm are licensed attorneys. These services are independent of investment
advisory services and are governed under a separate engagement agreement. Clients may be solicited
to utilize these services, however, they are under no obligation to do so.
Our firm’s Chief Compliance Officer, Dominick Zizzo, also serves as a Chief Compliance Officer of
another Investment Advisory Firm. A conflict of interest may arise as a result of being a Chief
Compliance Officer with multiple Registered Investment Advisers (“RIAs”). To mitigate this conflict,
Mr. Zizzo will act in the client’s best interest. Furthermore, any services that may be offered or client
information affiliated through other RIA’s will remain separate from our firm’s advisory services.
Please see Item 4 above for more information about the selection of third-party money managers.
The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of
interest in recommending a manager who shares a larger portion of its advisory fees over another
manager. Prior to referring clients to third party advisors, our firm will ensure that third party
advisors are licensed, or notice filed with the respective authorities. A potential conflict of interest in
utilizing third party advisors may be an incentive to us in selecting a particular advisor over another
in the form of fees or services. In order to minimize this conflict our firm will make our
recommendations/selections in the best interest of our clients.
The Funds are organized as limited liability companies and are managed by Helion Strategies, LLC
pursuant to the Funds’ Operating Agreements. Investment advisory services are provided to the
Funds by the Adviser, Atlas Investment Management, Inc., a partner of Ignite Partners, pursuant to
an Investment Management Agreement between the Funds and the Adviser. The Manager and the
Adviser are under common control and are affiliated entities, with overlapping ownership and
personnel.
Under this structure:
• The Adviser is responsible for furnishing the Manager with an investment program in
exchange for a management fee equal to 2% per annum of the Funds’ net assets.
• The Manager serves as the manager of the Funds and is entitled to a performance allocation
(carried interest) equal to 20% of the Funds’ net profits, subject to applicable hurdle rate,
high-water mark, and other terms as set forth in the Operating Agreement.
While the Adviser and the Manager have distinct roles and compensation arrangements, both entities
are owned and/or controlled by the same principals. As such, in addition to its advisory fees and
carried interest, the Adviser, its affiliates or related persons may receive administrative fees, expense
reimbursements, or other compensation from the Funds.
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Ignite Planners LLC
A principle of the firm has formed Zizzo Wealth Planning, LLC, which has elected to be taxed as an S
corporation for federal income tax purposes. Zizzo Wealth Planning, LLC is under common control
with the firm and is considered a related person.
Zizzo wealth Planning, LLC, does not provide advisory services to clients independent of the firm.
Rather, it serves as an entity through which the principal receives compensation for advisory services
performed on behalf of the firm.
Clients do not pay any additional fees as a result of this arrangement. The firm believes this
arrangement does not create a material conflict of interest beyond the general incentive to increase
assets under management, which is inherent in most asset based fee arrangements.
Zizzo Wealth Planning, LLC is not separately registered as an investment advisor and does not
provide advisory services independent of the firm.
Item 11: Code of Ethics, Participation or Interest in
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.
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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Ignite Planners LLC
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. Further, 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. To minimize these conflicts
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.
When appropriate, Ignite Planners recommends that clients invest in the Ignite Planners Private Funds,
including the Helion Strategies Meridan Fund and the Helion Strategies Horizon Fund. This creates a
conflict of interest in that Ignite Planners has an incentive to recommend private funds to clients in order
to increase the amount of capital managed by Ignite Planners and generate performance compensation
or net profits for Ignite Planners and its related persons. Notwithstanding the foregoing, Ignite Planners
Code of Ethics prohibits Ignite Planners and its personnel from putting their interests ahead of the
interests of clients. Clients should review the specific risks and conflicts of interests associated with
investments in the Funds and certain strategies.
Item 12: Brokerage Practices
Our firm does not maintain custody of client assets (although our firm may be deemed to have
custody of client assets if give the authority to withdraw assets from client accounts. See Item 15
Custody, below). Client assets must be maintained in an account at a “qualified custodian,” generally
a broker-dealer or bank. Our firm recommends that clients use Charles Schwab & Co., Inc. (“Schwab”)
and Dunham & Associates Investment Counsel, Inc. (“Dunham”), FINRA-registered broker-dealers,
members SIPC, as their qualified custodian. Private Funds are generally custodied at Interactive
Brokers LLC, whereby the Funds maintain prime broker relationships. Our firm is independently
owned and operated, and not affiliated with Custodians. Custodians will hold client assets in a
brokerage account and buy and sell securities when instructed. While our firm recommends that
clients use Custodians as custodian/broker, clients will decide whether to do so and open an account
with Custodians by entering into an account agreement directly with them. Our firm does not open
the account. Even though the account is maintained at Custodians, our firm can still use other brokers
to execute trades, as described in the next paragraph.
How Brokers/Custodians Are Selected
Our firm seeks to recommend a custodian/broker who will hold client assets and execute
transactions on terms that are overall most advantageous when compared to other available
providers and their services. A wide range of factors are considered, including, but not limited to:
•
•
•
combination of transaction execution services along with asset custody services (generally
without a separate fee for custody)
capability to execute, clear and settle trades (buy and sell securities for client accounts)
capabilities to facilitate transfers and payments to and from accounts (wire transfers, check
requests, bill payment, etc.)
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• breadth of investment products made available (stocks, bonds, mutual funds, exchange
traded funds (ETFs), etc.)
• availability of investment research and tools that assist in making investment decisions
•
quality of services
competitiveness of the price of those services (commission rates, margin interest rates, other
fees, etc.) and willingness to negotiate them
reputation, financial strength and stability of the provider
•
• prior service to our firm and our other clients
• availability of other products and services that benefit our firm, as discussed below (see
“Products & Services Available from Schwab”)
Custody & Brokerage Costs
Schwab generally does not charge a separate for custody services but are compensated by charging
commissions or other fees to clients on trades that are executed or that settle into the Schwab
account. In addition to commissions, Schwab charges a flat dollar amount as a “prime broker” or
“trade away” fee for each trade that our firm has executed by a different broker-dealer but where the
securities bought or the funds from the securities sold are deposited (settled) into a Schwab account.
These fees are in addition to the commissions or other compensation paid to the executing broker-
dealer. Because of this, in order to minimize client trading costs, our firm has Schwab execute most
trades for the accounts.
Products & Services Available from Custodian
Schwab provides our firm and clients with access to its institutional brokerage – trading, custody,
reporting and related services – many of which are not typically available to Schwab’s retail
customers. Schwab also makes available various support services. Some of those services help
manage or administer our client accounts while others help manage and grow our business. Schwab’s
support services are generally available on an unsolicited basis (our firm does not have to request
them) and at no charge to our firm. The availability of Schwab’s products and services is not based
on the provision of particular investment advice, such as purchasing particular securities for clients.
Here is a more detailed description of Schwab’s support services:
Services that Benefit Clients
Schwab’s institutional brokerage services include access to a broad range of investment products,
execution of securities transactions, and custody of client assets. The investment products available
through Schwab includes some to which our firm might not otherwise have access or that would
require a significantly higher minimum initial investment by firm clients. Schwab’s services
described in this paragraph generally benefit clients and their accounts.
Services that May Not Directly Benefit Clients
Schwab also makes available other products and services that benefit our firm but may not directly
benefit clients or their accounts. These products and services assist in managing and administering
our client accounts. They include investment research, Schwab and that of third parties. This research
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Ignite Planners LLC
may be used to service all or some substantial number of client accounts, including accounts not
maintained at Schwab. In addition to investment research, Schwab also make available software and
other technology that:
• provides access to client account data (such as duplicate trade confirmations and account
statements);
facilitates trade execution and allocate aggregated trade orders for multiple client accounts;
facilitates payment of our fees from our clients’ accounts; and
•
• provides pricing and other market data;
•
• assists with back-office functions, recordkeeping and client reporting.
Services that Generally Benefit Only Our Firm
Schwab also offers other services intended to help manage and further develop our business
enterprise. These services include:
technology, compliance, legal, and business consulting;
• educational conferences and events
•
• publications and conferences on practice management and business succession; and
• access to employee benefits providers, human capital consultants and insurance providers.
Schwab may provide some of these services itself. In other cases, Schwab will arrange for third-party
vendors to provide the services to our firm. Schwab may also discount or waive fees for some of these
services or pay all or a part of a third party’s fees. Schwab may also provide our firm with other
benefits, such as occasional business entertainment for our personnel.
Irrespective of direct or indirect benefits to our client through Schwab, our firm strives to enhance
the client experience, help clients reach their goals and put client interests before that of our firm or
associated persons.
Our Interest in Custodians’ Services.
The availability of these services from Schwab benefits our firm because our firm does not have to
produce or purchase them. Our firm does not have to pay for these services, and they are not
contingent upon committing any specific amount of business to Schwab in trading commissions or
assets in custody.
In light of our arrangements with Schwab, a conflict of interest exists as our firm may have incentive
to require that clients maintain their accounts with Schwab based on our interest in receiving
services that benefit our firm rather than based on client interest in receiving the best value in
custody services and the most favorable execution of transactions. As part of our fiduciary duty to
our clients, our firm will always endeavor 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 creates a
potential conflict of interest and may indirectly influence our firm’s choice of Schwab as a custodial
recommendation. Our firm examined this potential conflict of interest when our firm chose to
recommend Schwab and have determined that the recommendation is in the best interest of our firm’s
clients and satisfies our fiduciary obligations, including our duty to seek best execution.
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 a
broker-dealer’s services, including the value of research provided, execution capability, commission
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rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients,
our firm may not necessarily obtain the lowest possible commission rates for specific client account
transactions. Our firm believes that the selection of Schwab as a custodian and broker is the best
interest of our clients. It is primarily supported by the scope, quality and price of Schwab’s services,
and not services that only benefit our firm.
Soft Dollars
Our firm does not receive any more additional soft dollars in excess of what is allowed by Section
28(e) of the Securities Exchange Act of 1934.
Client Brokerage Commissions
Schwab does not make client brokerage commissions generated by client transactions available for
our firm’s use.
Directed Brokerage
In certain instances, clients may seek to limit or restrict our discretionary authority in making the
determination of the brokers with whom orders for the purchase or sale of securities are placed for
execution, and the commission rates at which such securities transactions are effected. Clients may
seek to limit our authority in this area by directing those transactions (or some specified percentage
of transactions) be executed through specified brokers in return for portfolio evaluation or other
services deemed by the client to be of value. Any such client direction must be in writing (often
through our advisory agreement) and may contain a representation from the client that the
arrangement is permissible under its governing laws and documents, if this is relevant.
Our firm provides appropriate disclosure in writing to clients who direct trades to particular brokers,
that with respect to their directed trades, they will be treated as if they have retained the investment
discretion that our firm otherwise would have in selecting brokers to effect transactions and in
negotiating commissions and that such direction may adversely affect our ability to obtain best price
and execution. In addition, our firm will inform clients in writing that the trade orders may not be
aggregated with other clients’ orders and that direction of brokerage may hinder best execution.
Special Considerations for ERISA Clients
A retirement or ERISA plan client may direct all or part of portfolio transactions for its account
through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such
direction is permitted provided that the goods and services provided are reasonable expenses of the
plan incurred in the ordinary course of its business for which it otherwise would be obligated and
empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services
purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan
sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will
be for the exclusive benefit of the plan.
Client-Directed Brokerage
Our firm allows clients to direct brokerage outside our recommendation. However, our firm may be
unable to achieve the most favorable execution of client transactions. Client directed brokerage may
cost clients more money. For example, in a directed brokerage account, clients may pay higher
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Ignite Planners LLC
brokerage commissions because our firm may not be able to aggregate orders to reduce transaction
costs, or clients may receive less favorable prices.
Aggregation of Purchase or Sale
Our firm provides 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 by our firm, 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 our firm believes
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 management personnel or financial advisors reviews accounts on at least an annual basis for our
Asset Management and Third-Party Money 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
when our Asset Management and Third-Party Money Management clients are contacted. 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.
Financial Planning clients do not receive reviews of their written plans unless they take action to
schedule a financial consultation with us. Our firm does not provide ongoing services to financial
planning clients, but are willing to meet with such clients upon their request to discuss updates to
their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or
verbal updated reports regarding their financial plans unless they separately engage our firm for a
post-financial plan meeting or update to their initial written financial plan.
Private fund investors typically receive reports at least quarterly, which include detailed
performance updates and management commentary. In addition, NAV Fund Services, the fund
administrator, sends monthly statements showing investors account balances, contributions,
distributions and fees.
Item 14: Client Referrals & Other Compensation
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Ignite Planners LLC
Charles Schwab & Co., Inc. (“Schwab”)
Our firm receives economic benefit from Schwab in the form of the support products and services
made available to our firm and other independent investment advisors that have their clients
maintain accounts at Schwab. These products and services, how they benefit our firm, and the related
conflicts of interest are described above (see Item 12 – Brokerage Practices). The availability of
Schwab’s products and services is not based on our firm giving particular investment advice, such as
buying particular securities for our clients.
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).
Although we do not anticipate doing so, we reserve the right to pay to licensed FINRA broker dealers
(the “Placement Agents”) a commission of up to 10% of the gross proceeds of the Offering. In addition,
we reserve the right to indemnify the Placement Agents against certain liabilities under the Securities
Act of 1933, as amended. Certain individuals who introduce Investors to the Fund (“Finders”) may
be eligible to receive a finder’s fee of up to 10% of the gross proceeds directly brought in as a result
of their efforts. In order for Placement Agents or Finders to receive a finder’s fee, they must have a
written agreement with the Fund.
Item 15: Custody
While our firm does not maintain physical custody of client assets (which are maintained by a
qualified custodian, as discussed above), we are deemed to have custody of certain client assets if
given the authority to withdraw assets from client accounts, as further described below under
“Standing Instructions.” All our clients receive account statements directly from their qualified
custodian at least quarterly upon opening of an account. We urge our clients to carefully review these
statements. Additionally, if our firm decides to send its own account statements to clients, such
statements will include a legend that recommends the client compare the account statements
received from the qualified custodian with those received from our firm. Clients are encouraged to
raise any questions with us about the custody, safety or security of their assets and our custodial
recommendations.
We also have custody because our affiliated companies serve as general partners of the Private Funds
we manage and as such have access to Fund assets and holdings. To comply with SEC custody rules,
the Private Funds we manage are annually audited by a Public Company Accounting Oversight Board
(PCAOB) registered and inspected independent accounting firm. The audited financial statements
are distributed to all Investors within 120 days of the Funds fiscal year end.
The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under
the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody
Rule as well as clarified that an adviser who has the power to disburse client funds to a third party
under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has
adopted the following safeguards in conjunction with the custodian:
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Ignite Planners LLC
• The client provides an instruction to the qualified custodian, in writing, that includes the
client’s signature, the third party’s name, and either the third party’s address or the third
party’s account number at a custodian to which the transfer should be directed.
• The client authorizes the investment adviser, in writing, either on the qualified custodian’s
form or separately, to direct transfers to the third party either on a specified schedule or from
time to time.
• The client’s qualified custodian performs appropriate verification of the instruction, such as
a signature review or other method to verify the client’s authorization, and provides a
transfer of funds notice to the client promptly after each transfer.
• The client has the ability to terminate or change the instruction to the client’s qualified
custodian.
• The investment adviser has no authority or ability to designate or change the identity of the
third party, the address, or any other information about the third party contained in the
client’s instruction.
• The investment adviser maintains records showing that the third party is not a related party
of the investment adviser or located at the same address as the investment adviser.
• The client’s qualified custodian sends the client, in writing, an initial notice confirming the
instruction and an annual notice reconfirming the instruction.
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. Should clients grant our firm non-discretionary authority,
our firm would be required to obtain the client’s permission prior to effecting securities transactions.
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.
For the Private Funds we manage, the advisor has full discretion over the assets in the funds.
Investment parameters are detailed in the Offering Documents.
Item 17: Voting Client Securities
Our firm may accept the proxy authority to vote client securities in limited situations and at the
discretion of firm management. Clients will receive proxies or other solicitations directly from their
custodian or a transfer agent. In most cases, should a client’s proxies be 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. Further, all clients may call, write or email us to discuss questions they may
have about particular proxy votes or other solicitations.
However, for those clients which our firm has agreed to vote proxies, should the proxies be received
by our firm, they will be given to our Chief Compliance Officer or designated person for processing.
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Ignite Planners LLC
Our Chief Compliance Officer will determine which accounts managed by our firm hold the security
to which the proxy relates. These accounts and their share holdings will be matched to the proxies
received for each security. Missing proxies or significant variances in shares held will be investigated.
Our firm seeks to ensure compliance with the new Exchange Act Rule 14a-11. In accordance with the
aforementioned rule, our firm provides shareholders with the opportunity to nominate directors at
a shareholder meeting under the applicable state or foreign law. Clients also have the ability to have
their nominees included in the company proxy materials sent to all of our shareholders. Furthermore,
the clients as shareholders also have the ability to use the shareholder proposal process to establish
procedures for the inclusion of shareholder director nominations in company proxy materials.
Where voting authority exists, proxies are voted by our firm according to Board recommendations
in categories listed below among others unless not deemed to be in the best interests of the client:
•
•
for directors and for management on routine matters;
for a limit on or reduction of the number of directors, and for an increase in the number of
directors on a case by case basis;
• against the creation of a tiered board;
•
•
•
•
•
•
•
•
•
•
for the elimination of cumulative voting;
for independence of auditors;
for deferred compensation;
for profit sharing plans;
for stock option plans unless the plan could result in material dilution to shares outstanding
or is excessive;
for stock repurchases;
for an increase in authorized shares unless the authorization effectively results in a blind
investment pool for shareholders;
for reductions in the par value of stock;
for company name changes;
for routine appointments of auditors.
Our firm abstains on motions to limit directors' liability. Material issues not addressed above (e.g.,
mergers, poison pills, social investing and miscellaneous shareholder proposals) are dealt with on a
case-by-case basis.
Our firm will defer to instruction from clients in all voting matters. Records of all issues and votes are
maintained and reported to clients as requested.
Our firm recognizes that under certain circumstances our firm may have a conflict of interest
between us and our clients. Such circumstances may include, but are not limited to, situations where
our firm or one or more of our affiliates, including officers, directors and employees, has or is seeking
a client relationship with the issuer of the security that is the subject of the proxy vote. Our firm shall
periodically inform our employees that they are under an obligation to be aware of the potential for
conflicts of interest on the part of our firm with respect to voting proxies on behalf of funds, both as
a result of our employee’s personal relationships and due to circumstances that may arise during the
conduct of our business, and to bring conflicts of interest of which they become aware to the attention
of the proxy manager. Our firm shall not vote proxies relating to such issuers on behalf of client
accounts until our firm has determined that the conflict of interest is not material or a method of
resolving such conflict of interest has been agreed upon by our management team. A conflict of
interest will be considered material to the extent that it is determined that such conflict has the
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Ignite Planners LLC
potential to influence our decision-making in voting a proxy. Materiality determinations will be based
upon an assessment of the particular facts and circumstances. If our firm determines that a conflict
of interest is not material, our firm may vote proxies notwithstanding the existence of a conflict. If
the conflict of interest is determined to be material, the conflict shall be disclosed to our management
team and our firm shall follow the instructions of the management team.
Our Chief Compliance Officer will maintain files relating to our proxy voting procedures. Records will
be maintained and preserved for 5 years from the end of the fiscal year during which the last entry
was made on a record, with records for the last two years kept on our premises. Records of the
following will be included in the files:
• a copy of each proxy statement that our firm receives, provided however that our firm may
rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy
statements that are available;
• a record of each vote that our firm casts;
• a copy of any document our firm created that was material to making a decision how to vote
proxies, or that memorializes that decision;
• a copy of each written client request for information on how our firm voted such client’s
proxies, and a copy of any written response to any client request for information on how our
firm voted their proxies.
Our firm does not pay for proxy voting services with soft dollars. Nor does our firm charge an
additional fee to vote proxies.
Information on how particular proxies were voted may contact our Chief Compliance Officer,
Dominick Zizzo, by phone at 619-504-1907 or email at dzizzo@igniteplanners.com.
Third party money managers selected or recommended by our firm may also vote proxies for clients.
Therefore, except in the event a third party money manager votes proxies, clients maintain exclusive
responsibility for: (1) directing the manner in which proxies solicited by issuers of securities
beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers,
acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s
investment assets. Therefore (except for proxies that may be voted by a third-party money manager),
our firm and/or the client shall instruct the qualified custodian to forward to copies of all proxies and
shareholder communications relating to the client’s investment assets.
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.
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