View Document Text
Disclosure Brochure
Disclosure Brochure
May 23, 2025
a Registered Investment Adviser
55 Barn Road, Suite 206
Lake Placid, NY 12946
518-523-8050
www.longrunwealth.com
This brochure provides information about the qualifications and business practices of Long Run Wealth
Advisors, LLC (hereinafter “Long Run” or the “Firm”). If you have any questions about the contents of this
brochure, please contact the Firm at the telephone number listed above. The information in this brochure has
not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state
securities authority. Additional information about the Firm is available on the SEC’s website at
www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of
skill or training.
Page | 1
Disclosure Brochure
Item 2. Material Changes
There are no material changes in this brochure from the last annual updating amendment on 03/25/2024 of Long Run
Wealth Advisors, LLC, however, this brochure does include a number of minor editorial changes and the updated
information on our assets under management. Material changes relate to Long Run Wealth Advisors, LLC’s policies,
practices, or conflicts of interests:
Item 3. Table of Contents
Item 2. Material Changes ............................................................................................................................................................... 2
Item 3. Table of Contents ............................................................................................................................................................... 2
Item 4. Advisory Business .............................................................................................................................................................. 3
Item 5. Fees and Compensation ...................................................................................................................................................... 6
Item 6. Performance-Based Fees and Side-by-Side Management .................................................................................................. 9
Item 7. Types of Clients ................................................................................................................................................................. 9
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ........................................................................................... 9
Item 9. Disciplinary Information .................................................................................................................................................. 15
Item 10. Other Financial Industry Activities and Affiliations ...................................................................................................... 15
Item 11. Code of Ethics ................................................................................................................................................................ 16
Item 12. Brokerage Practices ........................................................................................................................................................ 17
Item 13. Review of Accounts ....................................................................................................................................................... 19
Item 14. Client Referrals and Other Compensation ...................................................................................................................... 20
Item 15. Custody .......................................................................................................................................................................... 20
Item 16. Investment Discretion .................................................................................................................................................... 21
Item 17. Voting Client Securities ................................................................................................................................................. 21
Item 18. Financial Information ..................................................................................................................................................... 22
Page | 2
Disclosure Brochure
Item 4. Advisory Business
Long Run acts as a fiduciary providing holistic advisory services with a focus on individuals, high-net-
worth individuals, business owners, non-profits, endowments, foundations, and retirement plans. The Firm
generally provides clients with wealth management services, which include investment management and a
broad range of comprehensive financial planning. In conjunction with these services, Long Run works
closely with clients’ attorneys, accountants, and other professional service providers. To engage Long Run,
clients are required to enter into one or more written agreements with Long Run setting forth the relevant
terms and conditions of the advisory relationship (the “Advisory Agreement”).
Long Run filed for registration as an independent investment adviser in November 2020 and is wholly
owned by Kevin M. Brady and Lynn M. Magnus. As of December 31, 2024, Long Run has $514,203,877
in assets under management, $472,752,2342 of which is managed on a discretionary basis and $41,451,643
of which is managed on a non-discretionary basis.
While this brochure generally describes the business of Long Run, certain sections also discuss the activities
of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying
a similar status or performing similar functions), employees, or other persons who provide investment
advice on Long Run’s behalf and are subject to the Firm’s supervision or control.
Investment and Wealth Management Services
Long Run manages client investment portfolios on a discretionary or non-discretionary basis. In addition,
Long Run provides certain clients with wealth management services which include a broad range of
financial planning services (as described below) and discretionary and/or non-discretionary management
of investment portfolios.
Long Run primarily allocates clients’ investment management assets among individual equity securities,
exchange traded funds (“ETFs”), and individual fixed-income securities. On a more limited basis, the Firm
may also utilize mutual funds. In limited circumstances, the Firm will also allocate clients’ assets to
independent investment managers (“Independent Managers”). Where appropriate, the Firm also provides
advice about any type of legacy investment held in client portfolios, but clients should not assume that these
assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed
upon. Clients also can engage Long Run to manage and/or advise on certain investment products that are
not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets
held in employer-sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations,
Long Run directs or recommends the allocation of client assets among the various investment options
available with the product. These assets are generally maintained at the underwriting insurance company
or the custodian designated by the product’s provider.
Page | 3
Disclosure Brochure
Long Run tailors its advisory services to meet the objectives of its individual clients and seeks to ensure,
on a continuous basis, that client portfolios are managed in a manner consistent with those needs and
objectives. Long Run consults with clients on an initial and ongoing basis to assess their specific risk
tolerance, time horizon, liquidity constraints, and other related factors relevant to the management of their
portfolios. Clients are advised to promptly notify Long Run if there are changes in their financial situation
or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable
restrictions or mandates on the management of their accounts if Long Run determines, in its sole discretion,
the conditions would not materially impact the performance of a management strategy or prove overly
burdensome to the Firm’s management efforts.
Use of Independent Managers
As mentioned above, Long Run selects certain Independent Managers to actively manage a portion of its
clients’ assets in limited circumstances. The specific terms and conditions under which a client engages an
Independent Manager are set forth in a separate written agreement with the designated Independent
Manager. That agreement can be between the Firm and the Independent Manager (often called a subadvisor)
or the client and the Independent Manager (sometimes called a separate account manager). In addition to
this brochure, clients will typically also receive the written disclosure documents of the respective
Independent Managers engaged to manage their assets.
Long Run evaluates a variety of information about Independent Managers, which includes the Independent
Managers’ public disclosure documents, materials supplied by the Independent Managers themselves, and
other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the
Independent Managers’ investment strategies, past performance, and risk results in relation to its clients’
individual portfolio allocations and risk exposure. Long Run also takes into consideration each Independent
Manager’s management style, returns, reputation, financial strength, reporting, pricing, and research
capabilities, among other factors.
Long Run continues to provide services relative to the discretionary or non-discretionary selection of the
Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being
managed by Independent Managers. Long Run seeks to ensure the Independent Managers’ strategies and
target allocations remain aligned with its clients’ investment objectives and overall best interests.
Page | 4
Disclosure Brochure
Financial Planning Services
Long Run offers clients a broad range of financial planning services, which include any or all of the
following functions:
•
Retirement Planning
•
Tax Planning
•
Distribution Planning
•
Generational Wealth Transfers
•
Cash Flow Forecasting
•
Social Security Planning
•
Trust and Estate Planning
•
Medicare Planning
•
Insurance Planning
•
Charitable Giving
•
Risk Management
•
Education Funding
While each of these services is available on a stand-alone basis, certain of them can also be rendered in
conjunction with investment portfolio management as part of a wealth management engagement (as
described above).
In performing these services, Long Run is not required to verify any information received from the client
or from the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely
on such information. Long Run recommends certain clients engage the Firm for additional related services,
its Supervised Persons in their individual capacities as insurance agents and/or other professionals to
implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to
recommend that clients engage Long Run or its affiliates to provide (or continue to provide) additional
services for compensation, including investment management services. Clients retain absolute discretion
over all decisions regarding implementation and are under no obligation to act upon any of the
recommendations made by Long Run under a financial planning engagement. Clients are advised that it
remains their responsibility to promptly notify the Firm of any change in their financial situation or
investment objectives for the purpose of reviewing, evaluating, or revising Long Run’s recommendations
and/or services.
Retirement Plan Consulting Services
Long Run provides various consulting services to qualified employee benefit plans and their fiduciaries.
This suite of institutional services is designed to assist plan sponsors in structuring, managing, and
optimizing their corporate retirement plans.
Page | 5
Disclosure Brochure
Each engagement is individually negotiated and customized, and includes any or all of the following
services:
•
Plan Design and Strategy
•
Plan Fee and Cost Analysis
•
Plan Review and Evaluation
•
Plan Committee Consultation
•
Executive Planning & Benefits
•
Fiduciary and Compliance
•
Investment Selection
•
Participant Education
As disclosed in the Advisory Agreement, certain of the foregoing services are provided by Long Run as a
fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In
accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of Long
Run’s fiduciary status, the specific services to be rendered, and all direct and indirect compensation the
Firm reasonably expects under the engagement.
Item 5. Fees and Compensation
Long Run offers services on a fee basis, which includes fees based upon assets under management or
advisement and fixed fees. Additionally, certain of the Firm’s Supervised Persons, in their individual
capacities, offer insurance products under a separate commission-based arrangement.
Investment and Wealth Management Fees
Long Run offers investment and wealth management services for an annual fee based on the amount of
assets under the Firm’s management or advisement. These fees vary between 50 and 150 basis points
(0.50%–1.50%), depending upon amount of assets within a client’s portfolio, the composition of a client’s
portfolio, the type and amount of advisory services rendered, and the individual(s) providing the services.
The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
being managed by Long Run on the last day of the previous billing period as determined by a party
independent from the Firm (including the client’s custodian or another third-party).
If assets in excess of $5,000 are deposited into or withdrawn from an account after the inception of a billing
period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value.
For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Advisory
Agreement is terminated, the fee for the final billing period is prorated through the effective date of the
termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as
appropriate.
Page | 6
Disclosure Brochure
Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
held-away assets, accommodation accounts, alternative investments, etc.), Long Run can negotiate a fee
rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the
Firm to recommend that clients engage Long Run for additional services for compensation, including
rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute
discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
recommendations.
Financial Planning Fees
Long Run charges a fixed fee for providing financial planning and consulting services either under a stand-
alone engagement or as part of a comprehensive wealth management engagement. For wealth management
clients with $500,000 or more under the Firm’s investment management, the Firm’s financial planning and
consulting services are included in its annual fee based on the amount of assets under management.
The Firm’s financial planning and consulting fees vary depending upon the scope and complexity of the
services and the professional rendering the financial planning and/or consulting services. The fee can be for
a defined project, such as the delivery of a plan, or for ongoing services. Project-based fees range from
$1,000 to $10,000. Where the Firm charges project-based fees, it requires one-half of the fee (estimated
hourly or fixed) payable upon execution of the Advisory Agreement with the outstanding balance is due
upon delivery of the financial plan or completion of the agreed-upon services. Fees for on-going services
are charged in advance and range from $250 to $2,000 on a quarterly basis. The Firm does not take receipt
of $1,200 or more in prepaid fees, six or more months in advance of services rendered. If the client engages
the Firm for additional investment advisory services, Long Run can offset all or a portion of its fees for
those services based upon the amount paid for the financial planning and/or consulting services.
Retirement Plan Consulting Fees
Long Run charges a fee based on assets under advisement to provide clients with retirement plan consulting
services. Each engagement is individually negotiated and tailored to accommodate the needs of the
individual plan sponsor, as memorialized in the Agreement. These fees vary, based on the scope of the
services to be rendered.
Fee Discretion
Long Run may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as
anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, pre-existing/legacy client relationship, account retention,
pro bono activities, or competitive purposes.
Page | 7
Disclosure Brochure
Additional Fees and Expenses
In addition to the advisory fees paid to Long Run, clients also incur certain charges imposed by other third
parties, such as broker-dealers, custodians, trust companies, banks, and other financial institutions
(collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
transaction fees, settlement charges, custodial fees, fees charged by the Independent Managers, reporting
charges, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s
account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses),
deferred sales charges, odd- lot differentials, transfer taxes, wire transfer and electronic fund fees, mark-
ups and/or mark-downs on fixed income investments. and other fees and taxes on brokerage accounts and
securities transactions. The occasional payment of such fees by Long Run does not create an on-going
obligation for the Firm to pay such fees in the future. The Firm’s brokerage practices are described at length
in Item 12, below.
Direct Fee Debit
Clients provide Long Run and/or certain Independent Managers with the authority to directly debit their
accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified
custodian for client accounts from which the Firm retains the authority to directly deduct fees, have agreed
to send statements to clients not less than quarterly detailing all account transactions, including any amounts
paid to Long Run.
Securities-Based Lending
Long Run recommends that where appropriate based on client needs and individual situations, clients utilize
securities-based lending in their investment portfolios. For example, the Firm may recommend such
borrowing for bridge loans and other financing needs. To the extent Long Run recommends such borrowing,
the terms of the borrowing agreement will prohibit clients from using proceeds to purchase, carry, or trade
in securities. The Firm’s fees are determined based upon the value of the assets being managed gross of any
such borrowing.
Account Additions and Withdrawals
Clients can make additions to and withdrawals from their account at any time, subject to Long Run’s right
to terminate an account. Additions can be in cash or securities provided that the Firm, consistent with its
discretionary and/or non-discretionary authority, may liquidate any transferred securities in order to manage
the account consistent with the client’s Investment Parameters. In certain circumstances, the Firm may also
decline to accept particular securities into a client’s account. Clients can withdraw account assets on notice
to Long Run, subject to the usual and customary securities settlement procedures. However, the Firm
designs its portfolios as long-term investments and the withdrawal of assets may impair the fulfillment of
a client’s investment objectives. Long Run may consult with its clients about the options and implications
Page | 8
Disclosure Brochure
of transferring securities. Clients are advised that when transferred securities are liquidated, they may be
subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g.,
contingent deferred sales charges), and/or tax ramifications.
Item 6. Performance-Based Fees and Side-by-Side Management
Long Run does not provide any services for a performance-based fee (i.e., a fee based on a share of capital
gains or capital appreciation of a client’s assets) or engage in side-by-side management.
Item 7. Types of Clients
Long Run offers services to individuals, high-net-worth individuals, business owners, non-profits,
endowments, foundations, and retirement plans.
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis
Long Run employs a combination of fundamental, cyclical, and behavioral finance methods of analysis
while utilizing an asset allocation strategy based on a derivative of Modern Portfolio Theory (“MPT”).
Fundamental analysis involves an evaluation of an issuer’s fundamental financial condition and competitive
position. Long Run generally analyzes the financial condition, capabilities of management, earnings
capacity, new products, and services, as well as the company’s markets and position amongst its competitors
in order to determine the recommendations made to clients. A substantial risk in relying upon fundamental.
Page | 9
Disclosure Brochure
analysis is that while the overall health and position of a company may be good, market conditions may
negatively impact the security.
Cyclical analysis is similar to technical analysis in that it involves the assessment of market conditions at a
macro (entire market or economy) level, rather than focusing on the overall fundamental analysis of the
health of the particular company that Long Run is recommending. A substantial risk in relying upon cyclical
analysis is that spotting cycles may not help to predict such cycles in the future. Even if the cycle will
eventually reoccur, there is no guarantee that Long Run will be able to accurately predict such a
reoccurrence.
Behavioral finance analysis involves an examination of conventional economics as well as behavioral and
cognitive psychological factors. Behavioral finance methodology seeks to combine a qualitative and
quantitative approach to provide explanations for why individuals may, at times, make irrational financial
decisions. Where conventional financial theories have failed to explain certain patterns, the behavioral
finance methodology investigates the underlying reasons and biases that cause some people to behave
against their best interests. The risks relating to behavior finance analysis are that it relies on spotting trends
in human behavior that may not predict future trends.
MPT is a mathematical-based investment discipline that seeks to quantify expected portfolio returns in
relation to corresponding portfolio risk. The basic premise of MPT is that the risk of a particular holding
is to be assessed by comparing its price variations against those of the market portfolio. However, MPT
disregards certain investment considerations and is based on a series of assumptions that may not necessarily
reflect actual market conditions. As such, the factors for which MPT does not account (e.g., tax
implications, regulatory constraints, and brokerage costs) may negate the upside or add to the actual risk of
a particular allocation. Nevertheless, Long Run’s investment process is structured in such a way to integrate
those assumptions and real life considerations for which MPT analytics do not account.
Research and analysis utilized by Long Run are derived from numerous sources, including financial media
companies, third-party research, internet sources, and a review of company activities, including annual
reports, prospectuses, press releases, and research prepared by others.
Investment Strategies
Long Run designs investment portfolios for their clients to help meet their life goals after reviewing their
objectives, risk tolerance, time horizon, and income needs. This process helps define the investment strategy
the Firm implements in an effort to attain clients’ goals. These strategies are initially focused on an
appropriate strategic asset allocation and the Firm’s portfolios range from 100% fixed income to 100%
global equities. However, in most cases the Firm utilizes a balanced investment approach with a mix of
holding in stocks, bonds, and cash, allocated to best represent the appropriate risk/return profile that has
been agreed upon through discussion with clients. Within the Firm’s chosen equity investments, the Firm
Page | 10
Disclosure Brochure
may opt for a more income-based approach that is focused on dividends or it may allocate to more growth-
oriented stocks that do not pay significant dividends. This decision is driven by the client’s income needs
and the Firm’s outlook for forecasted economic growth and the global market valuations.
The Firm uses a range of individual equity with emphasis on large capitalization and debt securities in its
portfolios, along with ETFs to implement its various strategies. Occasionally, the Firm may utilize mutual
funds to gain exposure to certain asset classes or regions but the Firm predominately manages the assets
directly through individual holdings. This allows the Firm to better understand clients’ underlying
investments, react to market changes, and manage capital gain decisions. As set forth above, in limited
circumstances, Long Run may also allocate assets to Independent Managers. The Firm’s portfolios are
considered low turnover and the Firm does not attempt to time the markets or actively trade in and out of
positions. At times extreme market dynamics may cause the Firm to have increased turnover to maintain a
long-term strategic asset allocation or manage expected risk in the portfolio.
Long Run relies primarily on fundamental analysis to make investment decisions, as described above. For
individual securities this includes an evaluation of a company’s fundamental financial condition,
competitive position, capability of management, earnings capacity, product and service growth, and cash
flow. Long Run also utilizes a sector-based approach to allocate a portion of our equity investments. This
component of the Firm’s portfolios predominately utilizes ETFs, and the Firm allocates a higher weighting
to sectors that it believes will outperform the broader market while underweighting sectors that it believes
will underperform. In order to research individual and sector investments, we rely on the Firm’s own
analysis, industry publications, economic forecasts, well-known periodicals, rating services, and regulatory
filings. The bond component of the Firm’s portfolios typically focuses on credit risk and expected yield to
maturity. The Firm predominantly utilizes investment-grade debt and has limited exposure to non-
investment-grade bonds. The Firm analyzes the duration, credit rating, call risk, interest rate sensitivity and
taxation of fixed income holdings to manage exposures. Overall, the Firm regularly monitors clients
exposures to style (growth/value), size (large/mid/small-cap), and region (US/International) to create a well-
diversified portfolio. Long Run also offers portfolios that are focused on sustainable investing goals and
has strategies that invest in companies that meet industry criteria for strong environment, social, and
governance (ESG) practices.
The Firm utilizes risk-management software to control how much client portfolios have drifted from their
target asset allocation benchmarks and rebalances as needed to return to chosen strategic model weights. In
addition, the Firm reviews portfolio weights in various economic industries to ensure that they are not
significantly over-or underexposed relative to well-known market benchmark weights. This helps control
for risk in the Firm’s strategies by monitoring concentration in any one sector and creating a well-diversified
portfolio that is not overly exposed to any one area of the market. Long Run also reviews the amount
invested in an individual company and usually limits allocation in any company to less than 3% of a client’s
overall assets. By diversifying our holdings and closely monitoring position size in the overall portfolio,
the exposure to any one particular issuer or industry group can be carefully managed. All of these
Page | 11
Disclosure Brochure
parameters help clients to achieve risk-adjusted returns that are tailored to their long-term financial goals
and help them meet their cash flow needs through their lifetime.
Risk of Loss
Investing in securities involves certain financial risks. Securities may fluctuate in value or lose value.
Clients should be prepared to bear the potential risk of loss. Long Run will assist clients with determining
the appropriate strategy based on their tolerance for risk and other potential risk of loss. The following list
of risk factors does not purport to be a complete enumeration or explanation of the risks involved with
respect to the Firm’s investment management activities. Clients should consult with their legal, tax, and
other advisors before engaging the Firm to provide investment management services on their behalf.
Market Risks
Investing involves risk, including the potential loss of principal, and all investors should be guided
accordingly. The profitability of a significant portion of Long Run’s recommendations and/or investment
decisions may depend to a great extent upon correctly assessing the future course of price movements of
stocks, bonds, and other asset classes. In addition, investments may be adversely affected by financial
markets and economic conditions throughout the world. There can be no assurance that Long Run will be
able to predict these price movements accurately or capitalize on any such assumptions.
Volatility Risks
The prices and values of investments can be highly volatile, and are influenced by, among other things,
interest rates, general economic conditions, the condition of the financial markets, the financial condition
of the issuers of such assets, changing supply and demand relationships, and governmental programs and
policies.
Cash Management Risks
The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of
investments, during which time an advisory account may be prevented from achieving its investment
objective.
Currency Risks
An advisory account that holds investments denominated in currencies other than the currency in which the
advisory account is denominated may be adversely affected by the volatility of currency exchange rates.
Interest Rate Risks
Interests rates may fluctuate significantly, causing price volatility with respect to securities or instruments
held by clients.
Page | 12
Disclosure Brochure
Equity-Related Securities and Instruments
The Firm may take long positions in common stocks of U.S. and non-U.S. issuers traded on national
securities exchanges and over-the-counter markets. The value of equity securities varies in response to
many factors. These factors include, without limitation, factors specific to an issuer and factors specific to
the industry in which the issuer participates. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments, and the stock prices of such companies may
suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that
stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced
periods of substantial price volatility in the past and may do so again in the future. In addition, investments
in small-capitalization, mid-capitalization and financially distressed companies may be subject to more
abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face
greater business risks.
ETFs and Mutual Funds
An investment in an ETF or mutual fund involves risk, including the loss of principal. ETF and mutual fund
shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s
underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains,
as ETFs and mutual funds are required by law to distribute capital gains in the event they sell securities for
a profit that cannot be offset by a corresponding loss.
Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary
market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least
once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However,
certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata stated daily
per share net asset value (“NAV”). There is also no guarantee that an active secondary market for such
shares will develop or continue to exist. Generally, an ETF redeems shares only when aggregated as creation
units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of
a particular ETF, a shareholder may have no way to dispose of such shares.
Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a
broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s NAV, plus
any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual
fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes
to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ from the
NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares
trading at a premium or discount to actual NAV.
Page | 13
Disclosure Brochure
Fixed Income Securities
While the Firm emphasizes risk-averse management and capital preservation in its fixed-income bond
portfolios, clients who invest in this product can lose money, including losing a portion of their original
investment. The prices of the securities in our portfolios fluctuate. The Firm does not guarantee any
particular level of performance. Here is a representative list of the types of risks clients should consider
before investing in this product:
•
Interest rate risk – Prices of bonds tend to move in the opposite direction to interest rate changes.
Typically, a rise in interest rates will negatively affect bond prices. The longer the duration and
average maturity of a portfolio, the greater the likely reaction to interest rate moves.
• Credit (or default) risk – A bond’s price will generally fall if the issuer fails to make a scheduled
interest or principal payment, if the credit rating of the security is downgraded, or if the perceived
creditworthiness of the issuer deteriorates.
• Liquidity risk – Sectors of the bond market can experience a sudden downturn in trading activity.
When there is little or no trading activity in a security, it can be difficult to sell the security at or
near its perceived value. In such a market, bond prices may fall.
• Call risk – Some bonds give the issuer the option to call or redeem the bond before the maturity
date. If an issuer calls a bond when interest rates are declining, the proceeds may have to be
reinvested at a lower yield. During periods of market illiquidity or rising rates, prices of callable
securities may be subject to increased volatility.
• Prepayment risk – When interest rates fall, the principal of mortgage-backed securities may be
prepaid. These prepayments can reduce the portfolio’s yield because proceeds may have to be
reinvested at a lower yield.
• Extension risk – When interest rates rise or there is a lack of refinancing opportunities, prepayments
of mortgage-backed securities or callable bonds may be less than expected. This would lengthen
the portfolio’s duration and average maturity and increase its sensitivity to rising rates and its
potential for price declines.
Management through Similarly Managed “Model” Accounts
Long Run manages certain accounts through the use of similarly managed “model” portfolios, whereby the
Firm allocates all or a portion of its clients’ assets among various individual securities, ETFs, and/or mutual
funds on a discretionary basis using one or more of its proprietary investment strategies. In managing assets
through the use of models, the Firm remains in compliance with the safe harbor provisions of Rule 3a-4 of
the Investment Company Act of 1940. The strategy used to manage a model portfolio may involve an above
average portfolio turnover that could negatively impact clients’ net after-tax gains. While the Firm seeks
Page | 14
Disclosure Brochure
to ensure that clients’ assets are managed in a manner consistent with their individual financial situations
and investment objectives, securities transactions effected pursuant to a model investment strategy may be
done without regard to a client’s individual tax ramifications. Clients should contact the Firm if they
experience a change in their financial situation or if they want to impose reasonable restrictions on the
management of their accounts.
Use of Independent Managers
As stated above, Long Run selects certain Independent Managers to manage a portion of its clients’ assets.
In these situations, Long Run continues to conduct ongoing due diligence of such managers, but such
recommendations rely to a great extent on the Independent Managers’ ability to successfully implement
their investment strategies. In addition, Long Run does not have the ability to supervise the Independent
Managers on a day-to-day basis.
Information Security Risk.
Clients may be susceptible to risks to the confidentiality and security of both the Custodian and Long Run’s
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 advisors. 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 for 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.
Item 9. Disciplinary Information
Long Run has not been involved in any legal or disciplinary events that are material to a client’s evaluation
of its advisory business or the integrity of its management.
Item 10. Other Financial Industry Activities and Affiliations
This item requires investment advisers to disclose certain financial industry activities and affiliations.
Licensed Insurance Agents
A number of the Firm’s Supervised Persons are licensed insurance agents and offer certain insurance
products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that Long Run
Page | 15
Disclosure Brochure
recommends the purchase of insurance products where its Supervised Persons are entitled to insurance
commissions or other additional compensation. The Firm has procedures in place whereby it seeks to ensure
that all recommendations are made in its clients’ best interest regardless of any such affiliations.
Item 11. Code of Ethics
Long Run has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”)
that sets forth the standards of conduct expected of its Supervised Persons. Long Run’s Code of Ethics
contains written policies reasonably designed to prevent certain unlawful practices such as the use of
material non-public information by the Firm or any of its Supervised Persons and the trading by the same
of securities ahead of clients in order to take advantage of pending orders.
The Code of Ethics also requires certain of Long Run’s personnel to report their personal securities holdings
and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited
offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also
recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and
procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently
broad markets to permit transactions by certain personnel to be completed without any appreciable impact
on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the
policies stated below.
When the Firm is engaging in or considering a transaction in any security on behalf of a client, no
Supervised Person with access to this information may knowingly effect for themselves or for their
immediate family (i.e., spouse, minor children, and adults living in the same household) a transaction in
that security unless:
•
the transaction has been completed;
•
the transaction for the Supervised Person is completed as part of a batch trade with clients; or
•
a decision has been made not to engage in the transaction for the client.
These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii)
money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high-quality short-term debt instruments, including repurchase
agreements; (iii) shares issued by money market funds; and iv) shares issued by other unaffiliated open-end
mutual funds.
Clients and prospective clients may contact Long Run to request a copy of its Code of Ethics by contacting
the Firm at the phone number on the cover page of this brochure.
Page | 16
Disclosure Brochure
Item 12. Brokerage Practices
Recommendation of Broker-Dealers for Client Transactions
Long Run recommends that clients utilize the custody, brokerage, and clearing services of Raymond James
& Associates, Inc., (“Raymond James”) for investment management accounts. The final decision to custody
assets with Raymond James is at the discretion of the client, including those accounts under ERISA or IRA
rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder.
Long Run is independently owned and operated and not affiliated with Raymond James. Raymond James
provides Long Run with access to its institutional trading and custody services, which are typically not
available to retail investors.
Factors which Long Run considers in recommending Raymond James or any other broker-dealer to clients
include their respective financial strength, reputation, execution, pricing, research, and service. Raymond
James enables the Firm to obtain many mutual funds without transaction charges and other securities at
nominal transaction charges. The commissions and/or transaction fees charged by Raymond James may be
higher or lower than those charged by other Financial Institutions.
The commissions paid by Long Run’s clients to Raymond James comply with the Firm’s duty to obtain
“best execution.” Clients may pay commissions that are higher than another qualified Financial Institution
might charge to effect the same transaction where Long Run determines that the commissions are
reasonable in relation to the value of the brokerage and research services received. In seeking best
execution, the determinative factor is not the lowest possible cost, but whether the transaction represents
the best qualitative execution, taking into consideration the full range of a Financial Institution’s services,
including among others, the value of research provided, execution capability, commission rates, and
responsiveness. Long Run seeks competitive rates but may not necessarily obtain the lowest possible
commission rates for client transactions.
Long Run periodically and systematically reviews its policies and procedures regarding its recommendation
of Raymond James in light of its duty to obtain best execution.
Software and Support Provided by Raymond James
Long Run receives from Raymond James administrative support, computer software, related systems
support, as well as other third-party support as further described below (together “Support”) which allow
Long Run to better monitor client accounts maintained at Raymond James and otherwise conduct its
business. Long Run receives the Support because the Firm renders investment management services to
clients that maintain assets at Raymond James. Support is not provided in connection with securities
transactions of clients (i.e., not “soft dollars”). The Support benefits Long Run, but not its clients directly.
Clients should be aware that Long Run’s receipt of economic benefits such as the Support from a broker-
dealer creates a conflict of interest since these benefits will influence the Firm’s choice of broker-dealer
over another that does not furnish similar software, systems, support or services. In fulfilling its duties to
Page | 17
Disclosure Brochure
its clients, Long Run endeavors at all times to put the interests of its clients first and has determined that
the recommendation of Raymond James is in the best interest of clients and satisfies the Firm’s duty to seek
best execution.
Specifically, Long Run receives the following benefits from Raymond James: i) receipt of duplicate client
confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its
institutional traders; iii) access to block trading which provides the ability to aggregate securities
transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic
communication network for client order-entry and account information.
Raymond James’ services include brokerage services that are related to the execution of securities
transactions, custody, research, including that in the form of advice, analyses and reports, and access to
mutual funds and other investments that are otherwise generally available only to institutional investors or
would require a significantly higher minimum initial investment.
Raymond James also makes available to the Firm other products and services that benefit the Firm but may
not benefit its clients’ accounts. These benefits may include national, regional, or Firm-specific educational
events organized and/or sponsored by Raymond James. Other potential benefits may include occasional
business entertainment of personnel of Long Run by Raymond James personnel, including meals and
entertainment.
Other of these products and services assist Long Run in managing and administering clients’ accounts.
These include software and other technology (and related technological training) that provide access to
client account data (such as trade confirmations and account statements); facilitate trade execution (and
allocation of aggregated trade orders for multiple client accounts); provide research, pricing information
and other market data; facilitate payment of the Firm's fees from its clients’ accounts; and assist with back-
office training and support functions, recordkeeping and client reporting. Many of these services will
generally be used to service all or some substantial number of the Firm’s accounts, including accounts not
maintained at Raymond James.
In addition, Raymond James may make available, arrange, and/or pay vendors for these types of services
rendered to the Firm by independent third parties. Raymond James may discount or waive fees it would
otherwise charge for some of these services or pay all or a part of the fees of a third party providing these
services to the Firm. While, as a fiduciary, Long Run endeavors to act in its clients’ best interests, the Firm’s
recommendation that clients maintain their assets in accounts at Raymond James may be based in part on
the benefits received and not solely on the nature, cost, or quality of custody and brokerage services provided
by Raymond James, which creates a potential conflict of interest.
Brokerage for Client Referrals
Long Run does not consider, in selecting or recommending broker-dealers, whether the Firm receives client
referrals from Raymond James or another third party.
Page | 18
Disclosure Brochure
Trade Aggregation
Transactions for each client will be affected independently unless Long Run decides to purchase or sell the
same securities for several clients at approximately the same time. Long Run may (but is not obligated to)
combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or
to allocate equitably among the Firm’s clients differences in prices and commissions or other transaction
costs that might not have been obtained had such orders been placed independently. Under this procedure,
transactions will be averaged as to price and allocated among Long Run’s clients pro rata to the purchase
and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate
client orders for the purchase or sale of securities, including securities in which Long Run’s Supervised
Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers
Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Long
Run does not receive any additional compensation or remuneration as a result of the aggregation.
In the event that the Firm determines that a prorated allocation is not appropriate under the particular
circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only
a small percentage of the order is executed, shares may be allocated to the account with the smallest order
or the smallest position or to an account that is out of line with respect to security or sector weightings
relative to other portfolios with similar mandates; (ii) allocations may be given to one account when one
account has limitations in its investment guidelines which prohibit it from purchasing other securities which
are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account
reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to
other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv)
with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro
rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the
Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis
among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all
accounts, shares may be allocated to one or more accounts on a random basis.
Item 13. Review of Accounts
Account Reviews
Long Run monitors client portfolios on a continuous and ongoing basis and regular account reviews are
conducted on at least an annual basis. Such reviews are conducted by the Firm’s Principals and/or
investment adviser representatives. All investment advisory clients are encouraged to discuss their needs,
goals and objectives with Long Run and to keep the Firm informed of any changes thereto.
Page | 19
Disclosure Brochure
Account Statements and Reports
Clients are provided with transaction confirmation notices and regular summary account statements directly
from the Financial Institutions where their assets are custodied, including Raymond James. From time-to-
time or as otherwise requested, clients may also receive written or electronic reports from Long Run and/or
an outside service provider, which contain certain account and/or market-related information, such as an
inventory of account holdings or account performance.
Item 14. Client Referrals and Other Compensation
Client Referrals
The Firm does not currently provide compensation to any third-party solicitors for client referrals.
Other Compensation
The Firm receives economic benefits from Raymond James. The benefits, conflicts of interest, and how
they are addressed are discussed above in response to Item 12.
Item 15. Custody
Long Run is deemed to have custody of client funds and securities because the Firm is given the ability to
debit client accounts for payment of the Firm’s fees, however a surprise audit is not required as Clients give
us the authorization to debit their accounts, in accordance with the custody rule. As such, client funds and
securities are maintained at one or more Financial Institutions, including Raymond James, that serve as the
qualified custodian with respect to such assets. Such qualified custodians will send account statements to
clients at least once per calendar quarter that typically detail any transactions in such account for the relevant
period.
In addition, as discussed in Item 13, Long Run will also send, or otherwise make available, periodic
supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial
Institutions and compare them to those received from Long Run. Any other custody disclosures can be
found in the Firm’s Form ADV Part 1.
Standing Letters of Authorization
Long Run is deemed to have custody due to clients giving the Firm limited power of attorney in a standing
letter of authorization (“SLOA”) to disburse funds to one or more third parties as specifically designated
Page | 20
Disclosure Brochure
by the client. In such circumstances, the Firm relies on the conditions set forth in the SEC’s no-action letter
on February 21, 2017, which includes (in summary): i) client will provide instruction for the SLOA to the
custodian; ii) client will authorize the Firm to direct transfers to the specific third party; iii) the custodian
will perform appropriate verification of the instruction and provide a transfer of funds notice to the client
promptly after each transfer; iv) the client will have the ability to terminate or change the instruction; v) the
Firm will have no authority or ability to designate or change the identity or any information about the third
party; vi) the Firm will keep records showing that the third party is not a related party of the Firm or located
at the same address as the Firm; and vii) the custodian will send the client an initial and annual notice
confirming the SLOA instructions.
Item 16. Investment Discretion
Long Run is given the authority to exercise discretion on behalf of certain clients. Long Run is considered
to exercise investment discretion over a client’s account if it can affect and/or direct transactions in client
accounts without first seeking their consent. Long Run is given this authority through a power-of-attorney
included in the Advisory Agreement between Long Run and the client. Clients may request a limitation on
this authority (such as certain securities not to be bought or sold). Long Run takes discretion over the
following activities:
• The securities to be purchased or sold;
• The amount of securities to be purchased or sold;
• When transactions are made; and
• The Independent Managers to be hired or fired.
Item 17. Voting Client Securities
Long Run does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients
receive proxies directly from the Financial Institutions where their assets are custodied and may contact the
Firm at the contact information on the cover of this brochure with questions about any such issuer
solicitations.
Page | 21
Disclosure Brochure
Item 18. Financial Information
Long Run is required to provide you with certain financial information or disclosures about any financial
condition which would impede our ability to provide the advisory services described herein; however, the
Firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to
clients, has not been the subject of a bankruptcy proceeding, and does not require or solicit the prepayment of
more than $1,200 in fees six months or more in advance of services rendered.
Page | 22