View Document Text
Jaffe Tilchin Investment Partners, LLC
Also doing business as:
J Best Financial Group
Jaffe Tilchin Wealth Management
Jaffe Tilchin Institutional Consulting
Jaffe Tilchin Investment Partners
Trent Troncoso Group
15350 N. Florida Avenue Tampa, FL 33613
813-960-2500
www.jaffetilchin.com
Disclosure Brochure
August 27, 2025
Item 1: Cover Page
This brochure provides information about the qualifications and business practices of Jaffe Tilchin
Investment Partners, LLC. If you have any questions about the contents of this brochure, please contact us
at 813.960-5293. 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.
Jaffe Tilchin Investment Partners, LLC is a registered investment adviser. Registration of an investment
adviser does not imply any level of skill or training. The oral and written communications of an adviser
provide you with information about which you determine to hire or retain an adviser.
Additional information about Jaffe Tilchin Investment Partners, LLC is also is available on the SEC’s
website at www.adviserinfo.sec.gov.
Item 2: Material Changes
Jaffe Tilchin Investment Partners, LLC (“Jaffe Tilchin, we, us, our, ours”) has
made the following material changes to our disclosure brochures since the
last update dated March 27, 2025:
• Items 4 and 9 were updated due to recent changes in ownership and
management.
Currently, our brochure may be requested by contacting our Chief Compliance Officer at
813.963.2500 or Scott@jaffetilchin.com. We will provide you with a new brochure at
any time without charge.
information
about us
available via
Additional
the SEC’s website:
is
www.adviserinfo.sec.gov. This website also provides information about any persons
affiliated with Jaffe Tilchin who are registered as investment adviser representatives
(“your advisory representative”) of Jaffe Tilchin. Information on our investment adviser
representatives who work with your account can be found in our brochure supplements.
Jaffe Tilchin Investment Partners, LLC SEC
File Number 801-67720
CRD Number 143608
Item 3: Table of Contents
Item 1: Cover Page .................................................................................................................................................. 1
Item 2: Material Changes......................................................................................................................................... 2
Item 3: Table of Contents ....................................................................................................................................... 1
Item 4: Advisory Business ......................................................................................................................................... 2
Item 5: Fees and Compensation ................................................................................................................................. 7
Item 6: Performance- Based Fees and Side- By- Side Management ......................................................................... 11
Item 7: Types of Clients .......................................................................................................................................... 12
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 13
Item 9: Disciplinary Information ............................................................................................................................. 21
Item 10: Other Fi nancial Industry Activities and Affiliations ................................................................................. 21
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading............................. 23
Item 12: Brokerage Practices .................................................................................................................................... 24
Item 13: Review of Accounts .................................................................................................................................. 26
Item 14: Client Referrals and Other Compensation ................................................................................................ 27
Item 15: Custody .................................................................................................................................................... 28
Item 16: Investment Discretion .............................................................................................................................. 29
Item 17: Voting Client Securities ............................................................................................................................. 30
Item 18: Fina ncial Information ............................................................................................................................... 30
Item 4: Advisory Business
Jaffe Tilchin Investment Partners is a Limited Liability Company organized under the
laws of Florida. Scott Jaffe & Louis Tilchin founded the Tampa-based investment
advisory firm in 2007. Giancarlo (John) Troncoso, Scott Jaffe & Louis Tilchin are the
principal owners.
Jaffe Tilchin Investment Partners is a member of the Jaffe Tilchin Wealth Management
family of companies. Jaffe Tilchin Investment Partners provides investment advisory
services to both retail and institutional clients. Jaffe Tilchin Investment Partners also
operates under the business names of J Best Advisory Group, Jaffe Tilchin Institutional
Consulting, Jaffe Tilchin Wealth Management, Jaffe Tilchin Investment Partners, and
Trent Troncoso Group.
Asset Management for Retail Clients
We provide continuous advice and portfolio management based on the goals, time
horizon, and risk tolerance of each client. We create an investment plan for each client,
which outlines the client’s current situation and then constructs a portfolio that matches
each client’s specific situation and goals. Services include financial planning, investment
strategy, asset allocation and selection, risk tolerance, personalized investment policy,
and regular portfolio monitoring.
We evaluate the current investments of each client with respect to their risk tolerance
and time horizon. We will request discretionary authority from clients in order to select
securities and execute transactions without permission from the client prior to each
transaction. However, you may select non-discretionary management, in which we will
request permission prior to selecting securities and executing transactions.
We may recommend one or more of the model managed portfolios of which it directly
manages. We manage these accounts on a continuous basis. You are advised that your
account may be similar to multiple other clients selecting the same model portfolio. We
provide assistance in selecting a model(s) suitable to your investment strategy. You grant
discretionary authorization for us to buy and sell securities as deemed appropriate by
us. You may contact us at any time to discuss your account.
Unaffiliated Asset Managers
We may contract with third party, unaffiliated asset managers to manage all or part of
your portfolio. These third-party investment managers may manage accounts or private
investment funds or vehicles for qualified investors. We will use the information you
2
have provided about your investment objectives, goals, time horizon, and risk
tolerances, as well as other relevant information, to identify a third-party investment
manager(s) whose investment strategies or investment vehicles appear appropriate for
you. Some of the other relevant information considered in recommending a third-party
asset manager include (but are not limited to):
• Your preference for certain types of investment strategies; The size and
composition of your investment account;
• Your tax considerations;
• Our prior experience with and preferences for particular investment managers;
The fees charged by the investment manager; and
• The experience and capabilities of the investment manager.
We contact you at least annually or more often as we agree to review your financial
situation and objectives, communicate information to the third-party manager managing
the account or investment vehicle as warranted, and to assist you in understanding and
evaluating the services provided by the third-party manager.
Private Placement Due Diligence:
When suitable for clients, typically accredited investors, qualified clients, and/or
qualified purchasers (as those terms are defined by the Securities and Exchange
Commission) with limited liquidity needs only, we may recommend and assist clients
in making investments in private funds. Any private investments will be conducted
exclusively via private funds offered and overseen by a reputable manager with
recognizable institutional expertise in the targeted investment area.
These funds are chosen when we believe they may offer some combination of:
• exposure to assets or investment strategies that may be uncorrelated, or less
correlated, to the broad publicly traded equity and debt markets
• attractive sources of return from the assets or trading strategy that may be
otherwise inaccessible or heavily constrained when offered in public
investment vehicles
To evaluate the relative attractiveness between private investments and publicly-traded
alternatives after considering the added risk factors and implementation issues inherent
in private investments, we will typically complete some or all of the following analysis
before making any initial investment recommendation, and during the ongoing period
that we hold exposure to that investment:
3
• Initial and ongoing due diligence of the manager and the investment offering
that may include:
▪ Review of fund subscription materials, audited financials, historical tax
reporting samples, historical investment commentary and other
reporting furnished by fund manager or sponsor
▪ In-person or remote attendance at fund manager or sponsor update
calls, webinars, or meetings
▪ Fund performance reviews: monthly, quarterly, semi-annual, or annual
• Coordinating tax document delivery and ongoing tax planning related to the
fund with client CPAs to monitor any unique income character and ancillary
filing requirements resulting from the private structure itself or the underlying
investment activity
• Evaluation and integration of applicable fund liquidity opportunities within
the context of, but not limited to, client goals, objectives, tax situation, need
for liquidity, and estate planning
• Non-discretionary management and handling of all intervening private fund
cash flows – including but not limited to - initial commitments, ongoing capital
calls, income/capital distributions, voluntary/involuntary redemption activity,
sequential commitment structuring, target illiquidity maintenance at the
portfolio level
• Awareness and integration of any unique return/risk attributes for each
individual fund and the private fund commitment as a whole with the
consolidated portfolio construction and expected interaction between other
client investments
• Ongoing performance/valuation reporting maintenance for all individual
private investments and the private fund commitment as a whole – fully
integrated into the client’s consolidated performance/risk reporting which
covers all public and private investments across the portfolio
Pooled Investment Vehicles
We are the investment adviser to the 3D Tech Plus, LLC ("3D Tech"), a privately placed
investment fund. The General Partner is unrelated to Jaffe Tilchin and pursuant to
Regulation D under the Securities Act of 1933, as amended privately offers interests in
3D Tech. 3D Tech currently relies on an exemption from registration under the
Investment Company Act of 1940, as amended. Jaffe Tilchin does not receive any
compensation (outside of its management and performance fee as set forth in Item 5).
While 3D Tech is Jaffe Tilchin’s client, the term “client(s)” sometimes refers to the
partners in 3D Tech. Participation as a partner in the 3D Tech LP is restricted to
investors who are “qualified clients” pursuant to Rule 205-3 under the Advisers Act, as
4
well as those who are “accredited investors” as defined under Rule 501 of the Securities
Act of 1933, as amended, and “qualified purchasers” as defined under the Investment
Company Act of 1940, as amended. Not all Jaffe Tilchin clients will or are eligible to
invest in 3D Tech and not all 3D Tech investors are Jaffe Tilchin clients. To the extent
clients qualify and it meets their specific investment needs, Jaffe Tilchin may direct a
portion of the account towards an investment in 3D Tech. An investment in 3D Tech
as a limited partner involves a significant degree of risk, up to and including the full loss
of any amount paid for any 3D Tech interest. The Confidential Private Offering
Memorandum, Investor Agreement, and Subscription Agreement (together, the
“Offering Documents”) details the relevant information, terms and conditions relative
to 3D Tech. This information includes but is not limited to suitability, limited rights of
redemption, risk factors such as limited liquidity (e.g., monthly), high leverage (i.e., the
use of borrowed funds or discounted future liabilities), and potential conflicts of
interest. Each investor is required to receive and/or execute prior the appropriate
sections of the Offering Documents prior to admission as an investor in 3D Tech. For
additional information regarding the 3D Tech, please refer to the Offering Documents.
3D Tech is an actively managed, opportunistic investment program seeking to optimize
various volatility and/or arbitrage trading strategies. 3D Tech may also seek to exploit
relative levels of implied volatility within a given security, between two securities, or
between a security or group of securities and an index. 3D Tech’s net exposures may
leave accounts exposed to equity market moves and/or changes in the overall level of
equity market actual/implied volatility. In addition, leverage or the use of 3D Tech
assets as collateral imposes certain incremental risks as stated in the sections entitled
“Funding Risk”, Hard to Borrow Risk, Traditional Margin and Portfolio (Risk Based)
Margin Risk. For more information on the 3D Tech, please refer to 3D Tech Strategy
in Item 8 below.
Wrap Fee Program
While no longer offered to new clients, some of our legacy clients are engaged under
our Wrap Fee Program. Please see our Wrap Fee Brochure for details.
Financial Planning Services
For certain clients, we prepare and provide you with a comprehensive, written
financial plan designed to help you achieve your financial goals and investment
objectives. The preparation of such a plan requires that you provide us with personal
data such as family records, employment records, budgeting, assets, liabilities, estate
information, and tax information. The financial plan may address any or all of the
following as you request and/or direct:
5
• Asset protection
• Financial Planning
• Tax planning
• Estate planning
• Education planning
• Retirement analysis Cash
• Flow Charitable gifting
Should you choose to implement the recommendations contained in your financial
plan, we encourage you to work closely with your attorney, accountant, insurance
agent, and other advisers. We will assist you to the extent you choose.
Although you may choose to implement the recommendations made in your financial
plan through us, you are free to employ the services of any advisor or registered
representative of your choice, regardless of whether or not that person is associated
with Jaffe Tilchin.
General Institutional Consulting
We serve as investment consultant for 401(k) plans, 403(b) plans, Defined Contribution
Plans, Defined Benefit Plans, Cash Management Accounts, Non-Qualified Deferred
Comp Plans, Endowments and Foundations, providing the following services for
benefit of participants and their beneficiaries:
plan needs assessment,
investment policy statement review or creation
recommendation of investment options,
monitoring investment performance,
periodic fee review,
coordination of investment committee services,
facilitation of provider selection, and
plan design.
Needs and Restrictions
In managing your investment portfolio, we consider your: financial situation,
financial situation,
risk tolerance,
investment horizon,
liquidity needs,
6
tax considerations,
investment objectives, and
any other issues important to your state of affairs.
You should notify us promptly of any changes in your financial situation or investment
objectives or if you wish to impose any reasonable restrictions upon the management
of your account.
Assets under Management
As of December 31, 2024, through both our institutional and retail asset management
services, we managed approximately $1,738,576,700 in client assets on a discretionary
basis where we made all of the investment decisions. We managed approximately
$101,072,000 on a non-discretionary basis where clients made investment decisions
based on our recommendations.
Item 5: Fees and Compensation
Jaffe Tilchin Asset Management Fees for Retail Clients
You will pay our firm an annual asset-based management fee for our portfolio
management services. The fee is calculated as a percentage of the market value of your
assets, including the value of any actively managed cash balances, as such value is
determined by the custodian of your account. The maximum asset management fee
you will be charged annually is 2.00% of assets under management, which number is
inclusive of any independent manager’s fees. Our asset-based fees are pro-rated for
partial billing periods based on the number of days services are provided to you relative
to the total number of days in the partial period.
While some of our legacy clients participate in our wrap fee program, as outlines in our
Wrap Fee Brochure, we no longer offer this program to new clients.
3D Tech Plus, LLC
For our services as investment adviser to 3D Tech Plus, LLC, we charge 200 basis
points or 2%per annum of the value of 3D Tech’s assets on the last day of the month.
We may earn a performance fee that permits the general partner of 3D Tech to pay up
to fifteen percent (15%) of the fund’s highest incremental net asset value or Net New
High. The Offering Documents describe this calculation. Please refer to the Offering
Documents for a more complete discussion of the fee for 3D Tech. For Jaffe Tilchin
7
clients, we exclude the value of any assets invested in 3D Tech when calculating our
management fee.
Unaffiliated Asset Managers Fees
Fees are dependent upon the third party manager who may require a minimum
investment. Their fees may or may not be negotiable. We typically receive your fee
directly from the custodian of your assets. The fee we receive from the custodian
generally has already had the third party manager fee deducted; if it has not the third
party manager then receives their fee from us.
A complete description of:
the programs and services provided,
the amount of total fees,
the payment structure including, but not limited to, whether the fees are
billed in arrears or advance and how fees are calculated,
termination provisions, and
other aspects of each program are detailed and disclosed in the unaffiliated
asset manager’s brochure; wrap brochure (if available) or other applicable
disclosure documents; and the unaffiliated asset managers’ account opening
documents.
A copy of all relevant disclosure documents of the unaffiliated asset manager and of the
individual portfolio manager(s) are provided to anyone interested in these programs or
managers.
In addition to paying investment management fees, private funds or investment vehicles
are subject to other investment expenses such as custodial charges, brokerage fees,
commissions, and administrator costs plus expenses including, but not limited to, sales
expenses, legal expenses, internal and external accounting, audit and tax preparation
expenses; and organizational expenses. Private fund fees and expenses are passed on to
the fund investors. To invest in private funds, the receipt and completion of special
documents is required and all additional expenses are delineated in these.
Fees for Financial Planning Services
Fees for financial planning services are charged on a fixed-fee basis. The amount you
will be charged will be negotiated between you and Jaffe Tilchin. Generally, the amount
of our fees will depend upon the complexity of the services you need. Fixed fees may
range from $1,000 to $40,000 per plan. We will provide you with an estimate of the cost
8
of the services to be provided to you prior to beginning the financial planning process.
Fixed fees are payable upon completion of the services outlined in the executed financial
planning agreement. Alternatively, you may elect pay this fee on a quarterly basis. Under
this arrangement, one-quarter (1/4) of the fee will be due upon execution of our
financial planning agreement and one-quarter (1/4) of the fee will be billed quarterly in
advance thereafter until either the fee is paid in full or we have provided all of the
services we agreed to provide to you. In that case, the balance of the fee will be due in
its entirety.
The Financial Planning Agreement may be terminated upon written notice by either
party. Unearned fees paid in advance will be refunded pro rata, based on the work
completed.
Fees for General Institutional Consulting:
Our fee schedule is described below:
Plan Asset Balance
Annual Fee1
Up to $5,000,000
$5,000,001 to $15,000,000
$15,000,001 to $30,000,000
$30,000,001 to $60,000,000
$60,000,001 to $100,000,000
1.00%
0.75%
0.65%
0.50%
0.45%
1Fees are negotiable at our sole discretion.
In addition to our consulting fee, you may be required to pay other charges such as:
custodial fees,
brokerage commissions, transaction fees,
SEC fees,
internal fees and expenses charged by mutual funds or exchange traded
funds (“ETFs”), and variable annuities, and
other fees and taxes on brokerage accounts and securities transactions.
We do not participate in or benefit from these charges.
Mutual fund companies, ETFs, and variable annuity issuers charge internal fees and
expenses for their products. These fees and expenses are in addition to any advisory fees
charged by us. Complete details of these internal fees and expenses are explained in the
9
prospectuses for each investment. You are strongly encouraged to read these
explanations before investing any money. You may ask us any questions you have about
fees and expenses.
If you purchase mutual funds through the custodian/broker-dealer, you may pay a
transaction fee that would not be charged if the transactions were made directly
through the mutual fund company. Also, mutual funds held in accounts at brokerage
firms may pay internal fees that are different from funds held at the mutual fund
company.
While you may purchase shares of mutual funds directly from the mutual fund company
without a transaction fee, those investments would not be part of our advisory
relationship with you. This means that they would not be included in our investment
strategies, investment performance monitoring, or portfolio reallocations.
Variable annuity investments can also carry large internal fees, which are in addition to
the advisory fee we charge.
No advisory fees are charged on any mutual funds or unit investment trusts transferred
into your account which were purchased within the preceding two years if a commission
was paid to your advisory representative as a representative of a broker-dealer.
With respect to certain of our clients who maintain margin accounts under our
management, please be advised that upon negotiation, our percentage of assets fee may
be billed on your total account balances, that is the total of debit and credit balances,
not your net balance. This creates a conflict of interest inasmuch as taking on more risk
in your account (increasing your leverage) will serve to increase our fee. This may
incentive us to take on more risk in your margin account in order to increase our fee.
Please be sure to read the section entitled “Brokerage Practices,” which follows later in
this brochure.
All advisory fees are billed quarterly, in advance as contractually agreed upon. Advisory
fees are based upon market value of the plan assets on the last business day of the
preceding calendar quarter. If you agree to pay our investment advisory fees in advance
and you terminate the advisory agreement we have entered into within five (5) business
days from the date the agreement is executed, you will receive a full refund of any fees
paid. Should either one of us terminate the advisory agreement before the end of a
billing period, any unearned fees that were deducted from your account will be
returned to you by us.
10
The amount refunded to you is calculated by dividing the most recent advisory fee you
paid by the total number of days in the quarter. This daily fee is then multiplied by the
number of calendar days in the quarter that our agreement was in effect. This amount,
which equals the amount we earned for the partial quarter, is subtracted from the total
fee you paid in advance to determine your refund.
We may also refer you to various asset management firms. Referral fees or a portion
of the advisory fee will be paid to us if you establish a relationship with the asset
manager.
The above arrangements present a conflict of interest because they create an incentive
to make recommendations based upon the amount of compensation we receive rather
than based upon your needs. We will explain the specific costs associated with any
recommended investments with you upon request. We also recommend no-load and
load-waived mutual funds to further reduce conflicts of interest. Additionally, you have
the option to purchase investment and insurance products through other brokers or
agents who are not affiliated with us.
Our investment adviser representatives are also registered representatives of various
registered broker-dealers (members FINRA/SIPC). They are also licensed with various
insurance companies. They may earn commissions if investment or insurance products
are purchased through them in those capacities. This does not apply within the context
of a consulting relationship.
Item 6: Performance-Based Fees and Side-By-Side
Management
As we disclosed in Item 5 of this Brochure, private fund clients are charged two types
of fees. These fees consist of a quarterly management fee, discussed under Item 4
above, and an annual performance fee. The performance fee is a percentage based
upon the increase in the market value of the investment account at the end of the
calendar year compared to the highest ending account balance at the end of any
previous calendar year, in accordance with the terms contained in the Fund’s Offering
Documents. Each year's performance fee, if any, is paid by the Fund based upon the
performance results as of December 31 of that year. Performance fees paid will be in
compliance with Rule 205-3 of the Investment Advisers Act of 1940.
In cases where the same security may be owned by both individual accounts and the
11
Fund (i.e., side-by-side management), a conflict of interest may exist in regards to the
allocation of securities. To avoid this conflict, we either allocate the entire trade across
all accounts so that each client, including the Fund, receive the same price and
commission per share (see Item 12 regarding Brokerage Practices) or we enter and
allocate all client trades prior to placing trades in the Fund. We use reasonable efforts
to ensure that the Fund does not receive preferential treatment over other client
accounts.
Clients should be aware that this type of fee arrangement may create an incentive for
us to make more speculative investments for such clients or increase our focus on
short-term profits, rather than focusing on long-term capital appreciation, which could
expose such clients to additional levels of risk than would exist if such a fee structure
were not in place.
Item 7: Types of Clients
We offer professional asset management services to individuals, trusts, estates,
charitable organizations, corporations and pension plans. As a condition for starting
and maintaining an advisory relationship.
We, at our sole discretion, may accept clients with smaller portfolios based upon certain
factors including:
anticipated future earning,
capacity, anticipated future,
additional assets,
account composition,
related accounts, and
pre-existing client relationships.
We do not have an account minimum.
3D Tech Plus, LLC required investors to invest a minimum of $50,000, which the
General Partners may waive. We do not control this decision.
We may contract with third party, unaffiliated asset managers to manage all or part of
your portfolio. These third-party managers may have their own minimum size
requirements that will be outlined in their disclosure documents. Investors in private
funds or investment vehicles are required to own or have a specified amount of assets
and/or net worth. The completion of special documents are required prior to investing;
minimum account sizes are specified.
12
We offer consulting services to 401(k), 403(b), Defined Contribution Plans, Defined
Benefit Plans, Cash Management Accounts, Non-Qualified Deferred Comp Plans,
Endowments and Foundations. There are no conditions for starting and maintaining
an advisory relationship.
Item 8: Methods of Analysis, Investment Strategies and Risk
of Loss
A. Methods of Analysis
The Firm may use the following methods when considering investment strategies and
recommendations.
Charting Review
Charting is a technical analysis that charts the patterns of stocks, bonds, and
commodities to help determine buy and sell recommendations for clients. It is a way
of gathering and processing price and volume information in a security by applying
mathematical equations and plotting the resulting data onto graphs in order to predict
future price movements. A graphical historical record assists the analyst in spotting the
effect of key events on a security’s price, its performance over a period of time, and
whether it is trading near its high, near its low or in between. Chartists believe that
recurring patterns of trading, commonly referred to as indicators, can help them
forecast future price movements.
Fundamental Review
A fundamental analysis is a method of evaluating a company or security by attempting
to measure its intrinsic value. Fundamental analysis attempts to determine the true
value of a company or security by looking at all aspects of the company or security,
including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible
factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also
involves examining related economic factors (e.g., overall economy and industry
conditions, etc.), financial factors (e.g., company debt, interest rates, management
salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry
cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to-
equity ratios).
The end goal of performing fundamental analysis is to produce a value that an investor
can compare with the security's current price with the aim of determining what sort of
position to take with that security (e.g., if underpriced, the security should be bought;
13
if overpriced the security should sold). Fundamental analysis uses real data to evaluate
a security's value. Although most analysts use fundamental analysis to value stocks, this
method of valuation can be used for many types of securities.
Technical Review
A technical analysis is a method of evaluating securities that analyzes statistics
generated by market activity, such as past prices and volume. Technical analysis does
not attempt to measure a security's intrinsic value, but instead uses past market data
and statistical tools to identify patterns that can suggest future activity. Historical
performance of securities and the markets can indicate future performance.
Cyclical Review
A cyclical analysis assumes the market reacts in reoccurring patterns that can be
identified and leveraged to provide performance. Cyclical analysis of economic cycles
is used to determine how these reoccurring patterns, or cycles, affect the returns of a
given investment, asset, or company. Cyclical analysis is a time-based assessment which
incorporates past and present performance to determine future value. Cyclical analyses
exist because the broad economy has been shown to move in cycles, from periods of
peak performance to periods of low performance. The risks of this strategy are two-
fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many
investors begin to implement this strategy, it changes the very cycles of which they are
trying to take advantage.
Economic Review
An economic analysis determines the economic environment over a certain time
horizon. This involves following and updating historic economic data such as U.S.
gross domestic product and consumer price index as well as monitoring key economic
drivers such as employment, inflation, and money supply for the world’s major
economies.
3D Tech
Jaffe Tilchin's 3D Tech Strategy ("3D Tech") is an actively managed, opportunistic
investment program seeking to optimize various volatility or other arbitrage style
trading strategies and periodically employs other tactical trading strategies (e.g.
dividend capture, merger arbitrage, etc.). 3D Tech seeks to exploit relative levels of
implied/realized volatility within a given security, between two securities, or between
a security or group of securities and an index. 3D Tech net exposures may leave
accounts exposed to equity market moves and changes in the overall level of equity
14
market volatility. 3D Tech attempts to reduce the impacts to the strategy from changes
in the overall level of equity market volatility. Dynamic hedges and risk-defined option
trade structures reduce the directional risk of extreme market moving events. 3D Tech
is typically appropriate for investors seeking additional sources of return that are
unrelated to equity market valuations with higher levels of account variation than a
fully hedged options’ portfolio. 3D Tech seeks to achieve its investment objective by
utilizing various trading techniques with a portfolio of long and/or short options,
common stocks, fixed income securities, commodities, exchange traded funds
(“ETFs”), index related instruments, customized baskets of securities, and short- term
instruments.
3D Tech principally involves trading options based on market changes in the implied
volatility of each contract. The market price of an option is partially based on the
expected volatility, or potential variation in price over time, of its underlying asset. By
analyzing the implied/forecasted volatilities of a security and comparing them to the
implied/forecasted volatilities of a historically correlated security, the traders attempt
to identify situations where an option on one security is believed to be relatively
undervalued and an option on the other security is believed to be relatively
overvalued.
In selecting the options that 3D Tech will trade, the traders first identify exchange-
traded options with a trading volume sufficient to preclude 3D Tech’s trades from
influencing prices. The traders next evaluate the available investment opportunities and
uses a proprietary trading algorithm to assist them in determining when to buy and sell
options. The traders may also create hedges, primarily utilizing options, common
stocks, futures and ETFs, in an attempt to offset the risk of extreme price movements
in the securities underlying the traded options. Such price movements affect the ability
of the traders to implement successfully 3D Tech’s investment strategy. 3D Tech seeks
to maintain exposure levels that may or may not be neutral to market movements and
volatility levels.
Jaffe Tilchin may allocate a portion of client capital to short-term, investment grade
fixed income instruments, including United States Treasury Bills, money-market
instruments, money-market mutual funds and/or Jaffe Tilchin’s Yield Hawk
(described below). when they believe the options’ markets offer limited investment
opportunities. 3D Tech may hold short-term instruments for an extended period while
waiting for other attractive investment opportunities.
Our fee for 3D Tech investment management services ranges is 200 basis points plus
a potential performance fee of up to 15% of the account’s profit. The account’s profit
means the net financial benefit to the client from the trading in the account for the
15
given period, subject to a lifetime high water mark. Only “Qualified Clients” may be
charged performance-based fees.
B. Investment Strategies
When implementing investment advice to clients, the Firm may employ a variety of
strategies to best pursue the objects of clients. Depending on market trends and
conditions, Fiduciary Architects will employee any technique or strategy herein
described, at the Firm’s discretion and in the best interests of the client. The Firm does
not recommend any particular security or type of security. Instead, the Firm makes
recommendations to meet a particular client’s financial objectives. There is inherent
risk to any investment and clients may suffer loss of ALL OR PART of a principal
investment.
Long-Term Purchases
Long-term purchases are securities that are purchased with the expectation that the
value of those securities will grow over a relatively long period, generally greater than
one year. Long-term purchases may be affected by unforeseen changes in the company
in which a client is invested or in the overall market. Long term trading is designed to
capture market rates of both return and risk. Frequent trading can affect investment
performance, particularly through increased brokerage and other transaction costs and
taxes. Due to its nature, the long-term strategy can expose clients to various other types
of risk that will typically surface at various intervals during the time the client owns the
investments. These risks include, but are not limited to, inflation (purchasing power)
risk, interest rate risk, economic risk, and political/regulatory risk.
Short-Term Purchases
Short-term purchases are securities that are purchased with the expectation that they
will be sold within a relatively short period of time, generally less than one year, to take
advantage of the securities’ short-term price fluctuations. Short-term trading generally
holds greater risk. Frequent trading can affect investment performance due to
increased brokerage fees and other transaction costs and taxes.
Strategic Asset Allocation
Asset allocation is a combination of several different types of investments; typically,
this includes stocks, bonds, and cash equivalents among various asset classes to achieve
diversification. The objective of asset allocation is to manage risk and market exposure
while still positioning a portfolio to meet financial objectives.
16
C. Risk of Loss
Investing inherently involves risk up to and including loss of the principal sum.
Further, past performance of any security is not necessarily indicative of future results.
Therefore, future performance of any specific investment or investment strategy based
on past performance should not be assumed as a guarantee. Fiduciary Architects does
not provide any representation or guarantee that the financial goals of clients will be
achieved.
The potential return or gain and potential risk or loss of an investment varies, generally
speaking, with the type of product invested in. Below is an overview of the types of
products available on the market and the associated risks of each:
General Risks. Investing in securities always involves risk of loss that you should be
prepared to bear. We do not represent or guarantee that our services or methods of
analysis can or will predict future results, successfully identify market tops or bottoms,
or insulate clients from losses due to market corrections or declines. We cannot offer
any guarantees or promises that your financial goals and objectives can or will be met.
Past performance is in no way an indication of future performance. We also cannot
assure that third parties will satisfy their obligations in a timely manner or perform as
expected or marketed.
General Market Risk. Investment returns will fluctuate based upon changes in the value
of the portfolio securities. Certain securities held may be worth less than the price
originally paid for them, or less than they were worth at an earlier time.
Common Stocks. Investments in common stocks, both directly and indirectly through
investment in shares of ETFs, may fluctuate in value in response to many factors,
including, but not limited to, the activities of the individual companies, general market
and economic conditions, interest rates, and specific industry changes. Such price
fluctuations subject certain strategies to potential losses. During temporary or extended
bear markets, the value of common stocks will decline, which could also result in losses
for each strategy.
Portfolio Turnover Risk. High rates of portfolio turnover could lower performance of
an investment strategy due to increased costs and may result in the realization of capital
gains. If an investment strategy realizes capital gains when it sells its portfolio
investments, it will increase taxable distributions to you. High rates of portfolio
turnover in a given year would likely result in short-term capital gains and under current
tax law you would be taxed on short-term capital gains at ordinary income tax rates, if
17
held in a taxable account.
Non-Diversified Strategy Risk. Some investment strategies may be non-diversified
(e.g., investing a greater percentage of portfolio assets in a particular issuer and owning
fewer securities than a diversified strategy). Accordingly, each such strategy is subject
to the risk that a large loss in an individual issuer will cause a greater loss than it would
if the strategy held a larger number of securities or smaller positions sizes.
Model Risk. Financial and economic data series are subject to regime shifts, meaning
past information may lack value under future market conditions. Models are based
upon assumptions that may prove invalid or incorrect under many market
environments. We may use certain model outputs to help identify market
opportunities and/or to make certain asset allocation decisions.
There is no guarantee any model will work under all market conditions. For this
reason, we include model related results as part of our investment decision process but
we often weigh professional judgment more heavily in making trades or asset
allocations.
ETF Risks, including Net Asset Valuations and Tracking Error. An ETF's
performance may not exactly match the performance of the index or market
benchmark that the ETF is designed to track because 1) the ETF will incur expenses
and transaction costs not incurred by any applicable index or market benchmark; 2)
certain securities comprising the index or market benchmark tracked by the ETF may,
from time to time, temporarily be unavailable; and 3) supply and demand in the market
for either the ETF and/or for the securities held by the ETF may cause the ETF shares
to trade at a premium or discount to the actual net asset value of the securities owned
by the ETF. Certain ETF strategies may from time to time include the purchase of
fixed income, commodities, foreign securities, American Depository Receipts, or other
securities for which expenses and commission rates could be higher than normally
charged for exchange-traded equity securities, and for which market quotations or
valuation may be limited or inaccurate.
Clients should be aware that to the extent they invest in ETF securities they will pay
two levels of advisory compensation – advisory fees charged by Fiduciary Architects
plus any advisory fees charged by the issuer of the ETF. This scenario may cause a
higher advisory cost (and potentially lower investment returns) than if a Client
purchased the ETF directly. An ETF typically includes embedded expenses that may
reduce the ETF's net asset value, and therefore directly affect the ETF's performance
and indirectly affect a Client’s portfolio performance or an index benchmark
comparison. Expenses of the ETF may include investment advisor management fees,
18
custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses
may change from time to time at the sole discretion of the ETF issuer. ETF tracking
error and expenses may vary.
Inflation, Currency, and Interest Rate Risks. Security prices and portfolio returns will
likely vary in response to changes in inflation and interest rates. Inflation causes the
value of future dollars to be worth less and may reduce the purchasing power of an
investor’s future interest payments and principal. Inflation also generally leads to
higher interest rates, which in turn may cause the value of many types of fixed income
investments to decline. In addition, the relative value of the U.S. dollar-denominated
assets primarily managed by Fiduciary Architects may be affected by the risk that
currency devaluations affect Client purchasing power.
Liquidity Risk. Liquidity is the ability to readily convert an investment into cash to
prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the
particular investment. Generally, investments are more liquid if the investment has an
established market of purchasers and sellers, such as a stock or bond listed on a
national securities exchange. Conversely, investments that do not have an established
market of purchasers and sellers may be considered illiquid. Your investment in illiquid
investments may be for an indefinite time, because of the lack of purchasers willing to
convert your investment to cash or other assets.
Legislative and Tax Risk. Performance may directly or indirectly be affected by
government legislation or regulation, which may include, but is not limited to: changes
in investment advisor or securities trading regulation; change in the U.S. government’s
guarantee of ultimate payment of principal and interest on certain government
securities; and changes in the tax code that could affect interest income, income
characterization and/or tax reporting obligations, particularly for options, swaps,
master limited partnerships, Real Estate Investment Trust, Exchange Traded
Products/Funds/Securities. We do not engage in tax planning, and in certain
circumstances a Client may incur taxable income on their investments without a cash
distribution to pay the tax due. Clients and their personal tax advisors are responsible
for how the transactions in their account are reported to the IRS or any other taxing
authority.
Foreign Investing and Emerging Markets Risk. Foreign investing involves risks not
typically associated with U.S. investments, and the risks maybe exacerbated further in
emerging market countries. These risks may include, among others, adverse
fluctuations in foreign currency values, as well as adverse political, social, and economic
developments affecting one or more foreign countries.
19
In addition, foreign investing may involve less publicly available information and more
volatile or less liquid securities markets, particularly in markets that trade a small
number of securities, have unstable governments, or involve limited industry.
Investments in foreign countries could be affected by factors not present in the U.S.,
such as restrictions on receiving the investment proceeds from a foreign country,
foreign tax laws or tax withholding requirements, unique trade clearance or settlement
procedures, and potential difficulties in enforcing contractual obligations or other legal
rules that jeopardize shareholder protection. Foreign accounting may be less
transparent than U.S. accounting practices and foreign regulation may be inadequate
or irregular.
Information Security Risk. We may be susceptible to risks to the confidentiality and
security of its operations and proprietary and customer information. Information
risks, including theft or corruption of electronically stored data, denial of service
attacks on our website or websites of our third-party service providers, and the
unauthorized release of confidential information are a few of the more common risks
faced by us and other investment advisers. Data security breaches of our electronic
data infrastructure could have the effect of disrupting our operations and
compromising our customers' confidential and personally identifiable information.
Such breaches could result in an inability of us to conduct business, potential losses,
including identity theft and theft of investment funds from customers, and other
adverse consequences to customers. We have taken and will continue to take steps to
detect and limit the risks associated with these threats.
Tax Risks. Tax laws and regulations applicable to an account with Fiduciary Architects
may be subject to change and unanticipated tax liabilities may be incurred by an
investor as a result of such changes. In addition, customers may experience adverse
tax consequences from the early assignment of options purchased for a customer's
account. Customers should consult their own tax advisers and counsel to determine
the potential tax-related consequences of investing.
Advisory Risk. There is no guarantee that our judgment or investment decisions on
behalf of particular any account will necessarily produce the intended results.
Our judgment may prove to be incorrect, and an account might not achieve her
investment objectives. In addition, it is possible that we may experience computer
equipment failure, loss of internet access, viruses, or other events that may impair
access to accounts’ custodians’ software. Fiduciary Architects and its representatives
are not responsible to any account for losses unless caused by Fiduciary Architects
breaching our fiduciary duty.
20
Dependence on Key Employees. An accounts success depends, in part, upon the
ability of our key professionals to achieve the targeted investment goals. The loss of
any of these key personnel could adversely impact the ability to achieve such
investment goals and objectives of the account.
Item 9: Disciplinary Information
Jaffe Tilchin has not been the subject of any civil, criminal or regulatory action or
disciplinary event that would be material to your evaluation of our business or the
integrity of our management. Lou Tilchin has previously been named in customer
complaints which were settled. These are more fully described in the supplements to
this brochure. Additional information is available at https://brokercheck.finra.org.
Item 10: Other Financial Industry Activities and Affiliations
In addition to their position with Jaffe Tilchin, your advisory representative may also
be a registered representative of various registered broker-dealers (members
FINRA/SIPC). You are under no obligation to purchase or sell securities through
your advisory representative in conjunction with their association with these broker-
dealers. If you do so, however, they may earn compensation in the form of
commissions or investment advisory fees.
Jaffe Tilchin Investment Partners, LLC is affiliated with Jaffe Tilchin Wealth
Management, because Jaffe Tilchin Wealth Management owns Jaffe Tilchin
Investment Partners, LLC. Jaffe Tilchin Wealth Management is an insurance agency
and offers commissionable insurance products. Jaffe Tilchin Wealth Management also
owns RCR Financial which offers commissionable insurance products.
Certain advisory representatives are also licensed as insurance agents. You are under no
obligation to purchase insurance products from Jaffe Tilchin Wealth Management, RCR
Financial, or any advisory representative. If you choose to purchase insurance, these
firms and individuals will receive commissions in addition to the advisory fees you pay
to us.
As noted above, when appropriate, we provide individualized advisory services to you
through the recommendation of suitable third-party investment advisers. Because the
compensation we receive may vary depending upon the adviser selected, we may have
21
a conflict of interest in recommending certain advisers to you. To address this potential
conflict we consider the following factors in the selection of a third-party adviser which
include, but may not be limited to:
the management style, performance, reputation, pricing and reporting capabilities
of the third-party investment adviser;
your risk tolerance, goals and objectives, as well as investment
experience;
the amount of assets you have available for investment; and
our familiarity with and preference for a particular adviser. You are under no
obligation to follow our recommendations.
Private Funds
As previously disclosed in Item 5, we provide investment management services to the
Fund and in such capacity receives a management fee and a performance-based fee.
Clients should be aware that the receipt of additional compensation by us and our
management persons or employees may create a conflict of interest that could impair
the objectivity of our
firm and our employees when making advisory
recommendations. We endeavor, at all times, to put the interest of our clients first as
part of our fiduciary duty as a registered investment adviser; we take the following steps
to address this potential conflict of interest:
• we include disclosure in our brochure regarding the existence of all material
conflicts of interest, including the potential for our firm and our employees to
earn additional
• compensation from advisory clients apart from our firm's advisory fees;
• we disclose to clients that they are not obligated to purchase recommended
investment products from our employees or affiliated companies;
• we collect, maintain and document accurate, complete and relevant client
background
•
information, including the client’s financial goals, objectives and risk tolerance;
• our firm's management conducts regular reviews of each client account to verify
that all recommendations made to a client are suitable to the client’s needs and
circumstances;
• we require that our employees seek prior approval of any outside business
activity so that we may ensure that any conflicts of interests in such activities are
properly addressed; and
• we periodically monitor these outside business activities to verify that any
conflicts of interest continue to be properly addressed by our firm.
22
Item 11: Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading
We have adopted a Code of Ethics (“Code”) to address the securities-related conduct
of our advisory representatives and employees. The Code includes our policies and
procedures developed to protect your interests in relation to the following:
the duty at all times to place your interests ahead of ours;
that all personal securities transactions of our advisory representatives and
employees be conducted in a manner consistent with the Code and avoid
any actual or potential conflict of interest, or any abuse of an advisory
representative’s or employee’s position of trust and responsibility;
that advisory representatives may not take inappropriate advantage of their
positions;
that information concerning the identity of your security holdings and
financial circumstances are confidential; and
that independence in the investment decision-making process is
paramount.
We will provide a copy of the Code to you or any prospective client upon request.
We do not buy or sell securities for our firm that we also recommend to clients. Our
advisory representatives and employees are permitted to buy or sell the same securities
for their personal and family accounts that are bought or sold for your account(s). The
personal securities transactions by advisory representatives and employees may raise
potential conflicts of interest when they trade in a security that is owned by you or
considered for purchase or sale for you.
We may purchase for clients or recommend that clients invest in the 3D Tech, LLC
Fund. We act as the investment adviser to the Fund and Associated Persons of our
Firm may also have made investments in the Fund and therefore have an incentive to
purchase or recommend the Fund for/to clients. We will not include the value of any
investments in the Fund when calculating our investment management fees for
separately managed accounts.
We have adopted policies and procedures that are intended to address these conflicts of
interest. These policies and procedures:
require our advisory representatives and employees to act in your best interest,
23
prohibit favoring one client over another, and
provide for the review of transactions to discover and correct any same-day
trades that result in an advisory representative or employee receiving a better
price than a client.
Advisory representatives and employees must follow our procedures when purchasing
or selling the same securities purchased or sold for you.
Item 12: Brokerage Practices
We will generally recommend Fidelity Brokerage Services, LLC (“Fidelity”), Charles
Schwab & Co., Inc.., and/or Raymon James Financial Services, Inc, (collectively or
separately, “Custodian”) to you for custody and brokerage services although we may
agree to employ the services of one or more other custodians.
We are independently owned and operated and not affiliated with the Custodian we
recommend. Our use of the Custodian is, however, a beneficial business arrangement
for us and for the Custodian. Information regarding the benefits of this relationship is
described below.
Our recommendation of a specific custodian is based in part on our existing
relationships; the custodian’s financial strength; reputation; breadth of investment
products; and, the cost and quality of custody and brokerage services provided to you
and our other clients.
The determining factor in the selection of the Custodian to execute transactions for your
accounts is not the lowest possible transaction cost, but whether the Custodian can
provide what is in our view the best qualitative execution for your account.
In addition to brokerage and custody services, services customarily made available to
advisers include access to investments generally available to institutional investors;
research; software; and, educational opportunities. Custodians may also make available
or arrange for these types of services to be provided to us by independent third parties.
Custodians may discount or waive the fees they would otherwise charge for some of
the services they make available to us. They may also pay all or a part of the fees of a
third party providing these services to us.
We receive economic benefits as a result of our relationship with the custodians because
we do not have to produce or purchase the products and services listed above. These
services are not contingent upon us committing any specific amount of business to the
24
custodians in trading commissions. We do not enter into soft-dollar arrangements with
custodians or brokers.
Because the amount of our compensation or the products or services we receive may
vary depending on the custodian/broker-dealer we recommend to be used by our
clients, we may have a conflict of interest in making that recommendation. Our
recommendation of specific custodian/broker-dealers may be based in part on the
economic benefit to us and not solely on the nature, cost or quality of custody and
brokerage services provided to you and our other clients. We nonetheless strive to act
in your best interests at all times.
The custodians do not charge separately for holding our client accounts but may be
compensated by you through other transaction-related fees associated with the
securities transactions they execute for your account.
Commissions and other fees for transactions executed through the Custodian may be
higher than commissions and other fees available if you use another custodian/broker-
dealer firm to execute transactions and maintain custody of your account. We believe,
however, that the overall level of services and support provided to our clients by the
Custodian outweighs the benefit of possibly lower transactions cost which may be
available under other brokerage arrangements.
Many of the services described above may be used to benefit all or a substantial number
of our accounts, including accounts not maintained at the Custodian. We do not attempt
to allocate these benefits to specific clients.
Third party asset managers may require the use of certain custodians. Please refer to
the Brokerage Practices sections of their respective brochures for more information.
We may also receive economic and non-economic benefit from third-party asset
managers we utilize in the form of the support products and services it makes available
to use, such as research, technology or administrative support. The availability of these
products and services are not based upon us giving particular investment advice, such
as buying particular securities for our clients. The total advisory fee the client pays will
not be higher because we accept these benefits.
Directed Custodian
We do not accept directed brokerage. You may choose Fidelity, Schwab, or Raymond
James as the custodian of your account(s). We will make recommendations in your
best interest.
Block Trading
25
We may engage in block trading, which is the purchase or sale of a security for the
accounts of multiple clients in a single transaction. If a block trade is executed, each
participating client receives a price that represents the average of the prices at which all
of the transactions in a given block were executed. Executing a blocked trade allows
transaction costs to be shared equally and on a pro rata basis among all of the
participating clients. If the order is not completely filled, the securities purchased or
sold are distributed among participating clients on a pro rata basis or in some other
equitable manner.
Blocked trades are placed only when we reasonably believe that the combination of
the transactions provides better prices for clients than had individual transactions been
placed for clients. Transactions for nondiscretionary client accounts are not blocked
with transactions for discretionary client accounts.
Transactions for the accounts of our employees and advisory representatives may be
included in blocked trades. They receive the same average price and pay the same
commissions and other transaction costs, as clients. Transactions for the accounts of
our advisory representatives or employees will not be favored over transactions for
client accounts.
We are not obligated to include any client account in a blocked trade. Blocked trades
will not be placed for any client’s account where prohibited or otherwise inconsistent
with that client’s investment advisory agreement. No client will be favored over any
other client.
Item 13: Review of Accounts
All client accounts are monitored on an ongoing basis with a formal review conducted
at least annually or as agreed upon with individual clients. The reviews focus on the
consistency of portfolio investments with each client’s stated objectives and risk
tolerances. The reviews also consider investment restrictions requested by individual
clients, investment time horizons, liquidity needs, tax considerations, and other
circumstances unique to each client.
Changes in your investments and your investment strategies will be recommended by
us as they are deemed appropriate.
Account reviews may also be triggered by other factors such as changes in general
economic and market conditions, analyst reports, issuer news and interest rate
26
movement. Louis Tilchin, President, and John Troncoso, Chief Executive Officer,
assign reviewers based upon their familiarity with your accounts. Typically, advisory
representatives review their own client accounts.
You will receive statements from the custodian at least quarterly. These statements
identify your current investment holdings, the cost of each of those investments, and
their current market values. You will also receive performance analysis reports prepared
by us which describe the returns realized on the investments in your account.
Unaffiliated Asset Management Services
Our advisory representatives will regularly review the reports provided to you by any
third-party investment managers that are managing assets for you. We will contact you
at least annually (or more often as agreed upon with you) to review your financial
situation, investment goals and objectives and risk tolerances, and the performance of
the third-party investment manager to help monitor that your account is being
managed in a manner consistent with your objectives.
Again, we strongly encourage you to advise us of any changes in your personal
circumstances, your investment goals or objectives, and your risk tolerances to help
ensure that your investments and investment strategies are appropriate for you.
You will receive statements on at least a quarterly basis from the custodian holding
your account. These statements will identify your current investment holdings, the cost
of each of those investments, and their current market values.
Item 14: Client Referrals and Other Compensation
We may enter into written agreements with certain unaffiliated investment advisers and
other professionals (such as CPAs, attorneys, etc.) to compensate them for referring
clients to us. We will pay these individuals (referred to as “solicitors”) a percentage of
the advisory fee that you pay us if it is determined that you have become a client of ours
as a result of their direct or indirect efforts.
The payments we make to a solicitor will not result in an increase in the amount of the
advisory fee that the referred client will pay.
Our solicitation or referral arrangements will comply with applicable laws that govern:
the nature of the services provided;
the fees to be paid;
disclosure of solicitor arrangements to clients; and
27
client consents, as required.
We may receive certain economic benefits as a result of Jaffe Tilchin Investment
Partner’s participation in the Custodian’s institutional program. Those benefits are
described in detail in the preceding section entitled “Brokerage Practices.”
Item 15: Custody
Your assets are maintained with a qualified custodian. You will receive statements from
the custodian that holds your investment account on at least a quarterly basis. We urge
you to carefully review these statements and compare them to the account statements
that we may provide you. You should verify that the transactions in your account are
consistent with your investment goals and the objectives for your account. We also
encourage you to contact your advisory representative or our Chief Compliance Officer
should you have any questions or concerns regarding your account.
Custody is also disclosed in Form ADV because we have authority to transfer money
from client account(s), which constitutes a standing letter of authorization (SLOA).
On February 21, 2017, 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 authorization (“SLOA”) is deemed to have custody. As such, our firm has
adopted the following safeguards in conjunction with our custodians: the nature of the
services provided;
• 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
28
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.
Private Funds
In addition, we are currently the managing member for the Fund. All funds and
securities of this Fund are held in accounts maintained by a qualified custodian. An
independent public accountant that is registered with, and subject to regular inspection
by, the Public Company Accounting Oversight Board, audits the financial statements
of the Fund annually. In addition, the audited financial statements, which are prepared
in accordance with GAAP, are distributed to all members of the Fund within 120 days
of the end of its fiscal year. In the event that audited financial statements of the Fund
are not audited as set forth above, it is our policy that the funds and securities of the
Fund will be examined on a surprise basis by an independent public accountant at least
once each calendar year, without prior notice to us.
Item 16: Investment Discretion
We offer our advisory services on a discretionary basis. This means that we do not
need advance approval from you to determine the type and amount of securities to be
bought and sold for your accounts. We do not, however, have the ability to choose the
broker- dealer through which transactions will be executed. Additionally, we do not
have the ability to withdraw funds from your account (other than to withdraw our
advisory fees which, may only be done with your prior written authorization.)
This discretion is used in a manner consistent with the stated investment objectives
for your account, if you have given us written authorization to do so. We only exercise
discretion in accounts where we have been authorized by you. This authorization is
typically included in the investment advisory agreement you enter into with us.
Typically, under third-party investment management arrangements, the third-party
investment manager exercises discretion in the management of your account. All
securities transactions are selected and executed by that manager. We do not manage
or obtain discretionary authority over the assets in those accounts. You may, however,
grant us the discretionary authority to hire and fire such third-party managers on your
behalf.
29
We offer our consulting services on a nondiscretionary basis. We do not have the ability
to effect trades in your investment accounts. We also do not have the ability to choose
the broker- dealer through which transactions will be executed.
Item 17: Voting Client Securities
We do not vote proxies on securities. Clients are expected to vote their own proxies.
The client will receive their proxies directly from the custodian of their account or
from a transfer agent. When assistance on voting proxies is requested, we will provide
recommendations to the client. If a conflict of interest exists, it will be disclosed to the
client.
Item 18: Financial Information
We have no financial commitment that impairs our ability to meet contractual and
fiduciary commitments to you and we have not been the subject of a bankruptcy
proceeding. We do not charge more than $1,200, six months or more in advance of
services to be rendered.
30