MARTIN FLEISHER, JD PC

Martin Fleisher, JD., PC. Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Martin Fleisher, JD., PC.. If you have any questions about the contents of this brochure, please contact us at (212)767-7307 or by email at: marty@dearborncapitalpartners.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Martin Fleisher, JD., PC. is also available on the SEC’s website at www.adviserinfo.sec.gov. Martin Fleisher, JD., PC.’s CRD number is: 319350. 176 East 71st Street Suite 2B New York, NY 10021 (212) 767-7307 marty@dearborncapitalpartners.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 3/25/2025 i  Item 2: Material Changes Martin Fleisher, JD., PC. has the following material changes to report. Material changes relate to Martin Fleisher, JD., PC.’s policies, practices or conflicts of interests. • Martin Fleisher, JD., PC. has updated their Assets Under Management (Item 4.E). ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ........................................................................................................................................................... ii Item 3: Table of Contents ......................................................................................................................................................... iii Item 4: Advisory Business ................................................................................................................................................................... 2 Item 5: Fees and Compensation ............................................................................................................................................. 4 Item 6: Performance-Based Fees and Side-By-Side Management ..................................................................................... 5 Item 7: Types of Clients .............................................................................................................................................................. 5 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ....................................................................... 5 Item 9: Disciplinary Information ............................................................................................................................................ 8 Item 10: Other Financial Industry Activities and Affiliations ..................................................................................... 9 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............10 Item 12: Brokerage Practices ........................................................................................................................................................... 11 Item 13: Review of Accounts .................................................................................................................................................12 Item 14: Client Referrals and Other Compensation .....................................................................................................12 Item 15: Custody .........................................................................................................................................................................13 Item 16: Investment Discretion ...................................................................................................................................................... 13 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................................... 13 Item 18: Financial Information ....................................................................................................................................................... 13 iii  Item 4: Advisory Business A. Description of the Advisory Firm Martin Fleisher, JD., PC. (hereinafter “MEFJDPC”) is a corporation organized in the State of New York. The firm was formed in October 2003, and the principal owner is Martin Ephraim Fleisher. B. Types of Advisory Services Portfolio Management Services MEFJDPC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. MEFJDPC creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring MEFJDPC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. MEFJDPC will require discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. MEFJDPC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of MEFJDPC’s economic, investment or other financial interests. To meet its fiduciary obligations, MEFJDPC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, MEFJDPC’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is MEFJDPC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Services Limited to Specific Types of Investments MEFJDPC generally limits its investment advice to mutual funds, fixed income securities, equities, ETFs, treasury inflation protected/inflation linked bonds and non-U.S. securities. MEFJDPC may use other securities as well to help diversify a portfolio when applicable. 2  Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. C. Client Tailored Services and Client Imposed Restrictions MEFJDPC offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent MEFJDPC from properly servicing the client account, or if the restrictions would require MEFJDPC to deviate from its standard suite of services, MEFJDPC reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. MEFJDPC does not participate in wrap fee programs. E. Assets Under Management MEFJDPC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 163,776,601 $ 0.00 December 2024 3  Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $2,000,000 - AND UP 0.50% MEFJDPC uses the value of the account as of the last business day of the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Accounts are billed annually as it applies to each account. Fees are assessed on the account values as of the determined period times the fee charged divided by 360. These fees are generally negotiable, and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of MEFJDPC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees will be invoiced and billed directly to the client. Fees are paid in arrears annually. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by MEFJDPC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees MEFJDPC collects its fees in arrears. It does not collect fees in advance. E. Outside Compensation for the Sale of Securities to Clients Neither MEFJDPC nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of 4  mutual funds. 5  Item 6: Performance-Based Fees and Side-By-Side Management MEFJDPC does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients MEFJDPC generally provides advisory services to High-Net-Worth Individuals. There is an account minimum of $2,000,000, which may be waived by MEFJDPC in its discretion. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis MEFJDPC’s methods of analysis include Fundamental analysis, Modern portfolio theory and Quantitative analysis. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Investment Strategies MEFJDPC uses long term trading, short term trading and options trading (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 6  B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Investment Strategies MEFJDPC's use of options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long-term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various 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, market risk, and political/regulatory risk. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. listed above. Frequent trading can affect Short term trading risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks investment performance, particularly through increased brokerage and other transaction costs and taxes. 7  Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized MEFJDPC's use of options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even 8  paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular or similar material, which should be considered carefully when making investment decisions. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. 9  B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither MEFJDPC nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither MEFJDPC nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Martin Ephraim Fleisher is a lawyer and from time to time, may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. MEFJDPC always acts in the best interest of the client and clients are in no way required to utilize the services of any representative of MEFJDPC in connection with such individual’s activities outside of MEFJDPC. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections MEFJDPC does not utilize nor select third-party investment advisers. 10  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics MEFJDPC has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. MEFJDPC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests MEFJDPC does not recommend that clients buy or sell any security in which a related person to MEFJDPC or MEFJDPC has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of MEFJDPC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of MEFJDPC to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. MEFJDPC will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of MEFJDPC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of MEFJDPC to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, MEFJDPC will never engage in trading that operates to the client’s disadvantage if representatives of MEFJDPC buy or sell securities at or around the same time as clients. 11  Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on MEFJDPC’s duty to seek “best execution,” which is the obligation to seek to execute securities transactions for a client on terms that are the most favorable to the client under the circumstances. The client will not necessarily pay the lowest commission or commission equivalent, and MEFJDPC may also consider the market expertise and research access provided by the payment of commissions, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers to aid in the research efforts of MEFJDPC. MEFJDPC will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. MEFJDPC recommends Vanguard Brokerage Services and E*TRADE Savings Bank d/b/a E*TRADE Advisor Services. 1. Research and Other Soft-Dollar Benefits MEFJDPC receives no research, product, or services other than execution from broker- dealers or custodians in connection with client securities transactions (“soft dollar benefits”). 2. Brokerage for Client Referrals MEFJDPC receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use MEFJDPC may permit clients to direct it to execute transactions through a specified broker-dealer. If a client directs brokerage, then the client will be required to acknowledge in writing that the client’s direction with respect to the use of brokers supersedes any authority granted to MEFJDPC to select brokers; this direction may result in higher commissions, which may result in a disparity between free and directed accounts; and trades for the client and other directed accounts may be executed after trades for free accounts, which may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Not all investment advisers allow their clients to direct brokerage. 12  B. Aggregating (Block) Trading for Multiple Client Accounts MEFJDPC does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for MEFJDPC's advisory services provided on an ongoing basis are reviewed at least monthly by Martin Fleisher, Managing Member and Chief Compliance Officer, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at MEFJDPC are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of MEFJDPC's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. MEFJDPC will provide a quarterly written statement to a client upon request. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) MEFJDPC does not receive any economic benefit, directly or indirectly from any third party for advice rendered to MEFJDPC's clients. 13  B. Compensation to Non – Advisory Personnel for Client Referrals MEFJDPC does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody MEFJDPC does not take custody of client accounts at any time. Custody of client’s accounts is held primarily at the client’s custodian. Clients will receive account statements from the custodian and should carefully review those statements for accuracy. Item 16: Investment Discretion MEFJDPC provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, MEFJDPC generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) MEFJDPC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet MEFJDPC neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither MEFJDPC nor its management has any financial condition that is likely to reasonably impair MEFJDPC’s ability to meet contractual commitments to clients. 14  C. Bankruptcy Petitions in Previous Ten Years MEFJDPC has not been the subject of a bankruptcy petition in the last ten years. 15