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Platform Technology Partners, LLC
“Brochure”
Form ADV Part 2A (the
)
Platform Technology Partners, LLC
475 Fifth Avenue
New York, NY 10017
[801-117439]
[305602]
SEC File Number –
IA Firm CRD Number –
March 28, 2025
This Brochure provides information about the qualifications and business practices
of Platform Technology Partners, LLC (“Platform Technology Partners,” or “PTP”). If
you have any questions about the contents of this Brochure, please contact us at 312-
2734-322 or tkerney@kbc.team. 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.
Platform Technology Partners is a registered investment adviser. Registration of an
investment adviser with the Securities and Exchange Commission or with any state
securities authority does not imply any level of skill or training. Our oral and written
communications are intended to provide you with information which you may use
to determine whether to hire or retain us to provide investment advice.
Additional information about PTP is also available on the SEC’s website at
www.adviserinfo.sec.gov.
Platform Technology Partners, LLC
ADV Part 2A
March 28, 2025
2 Summary of Material Changes
Since the firm’s last annual ADV amendment made on March 28, 2024, we have made
the following material changes to this brochure:
•
•
Thomas Kerney has been named Chief Compliance Officer.
We have updated Item 5 to provide updated regulatory assets under
management.
We will ensure that you receive a summary of any material changes to this and
subsequent Brochures within 120 days of the close of our business’ fiscal year. We
may make interim updates to this Brochure throughout the year and will provide
other ongoing disclosure information about material changes, as necessary.
Information about PTP
the SEC’s website at
is also available at
www.adviserinfo.sec.gov. The SEC’s web site also provides information about any
persons affiliated with Platform Technology Partners who are registered, or are
required to be registered, as Investment Advisor Representatives of Platform
Technology Partners. To request a copy of the most recent Brochure free of charge
or for any questions about the contents of this Brochure, please contact PTP’s Chief
Compliance Officer, Thomas Kerney, at 312-2734-322 or admin@uawealth.com.
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3 Table of Contents
2
Summary of Material Changes ................................................................................................... 2
3
Table of Contents ............................................................................................................................ 3
4
Advisory Business ........................................................................................................................... 4
5
Fees and Compensation ............................................................................................................... 9
6
Performance-Based Fees and Side-By-Side Management .......................................... 13
7
Types of Clients ............................................................................................................................. 13
8
Methods of Analysis, Investment Strategies and Risk of Loss .................................. 14
9
Disciplinary Information .......................................................................................................... 21
10
Other Financial Industry Activities and Affiliations ..................................................... 21
11
Code of Ethics, Participation in Client Transactions and Personal Trading ....... 23
12
Brokerage Practices .................................................................................................................... 26
13
Review of Accounts ..................................................................................................................... 29
14
Client Referrals and Other Compensation ........................................................................ 30
15
Custody ............................................................................................................................................. 30
16
Investment Discretion ................................................................................................................ 31
17
Voting Client Securities ............................................................................................................. 33
18
Financial Information ................................................................................................................. 34
3
4 Advisory Business
Platform Technology Partners, LLC (“we” or “us” or “our” or “Platform Technology
Partners” or “PTP”) was founded in August of 2019 and has been registered with the
SEC since October 2019. Platform Technology Partners is wholly owned by United
Atlantic Capital, LLC.
Platform Technology Partners provides investment supervisory and investment
advisory services, and also provides financial consultation services for our clients,
which includes individuals, pension and profit-sharing plans, trusts, estates,
charitable organization, corporations, and business entities. Platform Technology
Partners has a minimum size of $100,000 per relationship (which may include the
aggregate of multiple accounts for any one relationship) which shall be pro-rated
pursuant to the billing practices as described in Item 5 of this Brochure. The firm’s
minimum account size may be waived at our sole discretion.
Our firm will manage portfolios of publicly traded securities, which consist
primarily of common stocks, other securities, such as preferred stocks, bonds,
debentures, warrants, commercial paper, certificates of deposit, municipal
securities, investment company securities, which include variable life insurance,
variable annuities, mutual fund shares, U.S. government securities, and options
contracts on securities.
We may also recommend the potential investment by clients in privately held
entities such as illiquid alternative investments, hedge funds, etc. consistent with the
client’s investment objectives. Certain of these potential investments will be in
private funds. Some of our employees and principals may also be investors in these
entities. This may present a conflict of interest which we address by full and fair
disclosure to our clients.
We offer qualified clients an opportunity to invest in certain funds or strategies in
which we also serve as the investment manager. These investments are available to
clients who are suitable and meet the investment minimums. See item 10 for more
information including conflicts of interest related to these investments.
As described in Item 5 of this Brochure, Platform Technology Partners, depending
on the engagement, offers its services on a fee basis including hourly and/or fixed
fees and fees based on assets under management. Prior to engaging our firm to
provide any of the foregoing investment advisory services, the client will be
required to enter into one or more written agreements with us setting forth the
terms and conditions under which we shall provide our services (collectively the
“Agreement”).
Platform Technology Partners may provide discretionary and non-discretionary
investment advisory services to clients relative to brokerage/qualified accounts,
variable life/annuity products that they may own, and/or their individual employer-
Platform Technology Partners, LLC
ADV Part 2A
March 28, 2025
sponsored retirement plans. Individual client accounts are managed pursuant to the
client’s advisory agreement.
The firm offers many services through our network of investment advisory
representatives (“IARs”). IARs may conduct advisory services under a trade name
(i.e., “Doing Business As” or “DBA “) or other corporate structure that is held out to
the public for marketing purposes. Platform Technology Partners does not have any
ownership interest in the IARs’ trade name or other corporate structure. Our IARs
negotiate the advisory fees charged to the client, which cannot exceed the advisory
fee(s) listed in Item 5 of this Brochure. While not the primary focus of their business,
PTP IARs may also be registered representatives of an unaffiliated broker/dealer
firm, and may also be licensed insurance representatives. Additional Information
regarding the nature of the relationship between IARs is described in Items 5 and
10.
This Brochure provides disclosure of Platform Technology Partners’ services, fees,
and material information. Please read it carefully and if questions should arise,
please contact our Chief Compliance Officer, Thomas Kerney at 312-273-4322.
Our financial professionals offer advice on each type of investment described in this
Brochure. However, Platform Technology Partners intends to primarily allocate its
clients’ investment management assets, on a discretionary and/or a non-
discretionary basis (“Investment Advisory Services” or “Advisory Services”), among
Independent Managers (as defined below), mutual funds, exchange traded funds,
individual debt and equity securities and/or options as well as the securities
components of variable annuities and variable life insurance contracts in
accordance with the client’s investment objectives.
The firm may only implement its investment management recommendations after
the client has arranged for and furnished Platform Technology Partners with all
information and authorization regarding accounts with appropriate financial
institutions. As discussed in Item 15 of this Brochure, Platform Technology Partners
generally recommends that clients utilize our preferred custodial firms.
Additions may be in cash or securities provided that Platform Technology Partners
reserves the right to liquidate any transferred securities or decline to accept
particular securities into a client’s account. Platform Technology Partners may
consult with its clients about the options and ramifications of transferring securities.
However, clients are advised that when transferred securities are liquidated, they
are subject to transaction fees, fees assessed at the mutual fund level, (i.e.,
contingent deferred sales charge) and/or tax ramifications.
clients who engage PTP to provide advisory services must play an active role.
Platform Technology Partners requires the client to participate in the formation of
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the investment plan, investment advice and recommendations. Clients may call the
office to discuss their portfolio(s) or ask questions, but Platform Technology
However, clients are obligated to immediately
Partners recommends that clients initiate a meeting with Platform Technology
inform Platform Technology Partners of any changes in their financial
Partners no less than annually.
situation or to impose any reasonable restrictions upon Platform Technology
Partners’ Investment Advisory Services
.
Neither Platform Technology Partners nor the client may assign the Agreement
without the consent of the other party. Transactions that do not result in a change
of actual control or management of Platform Technology Partners shall not be
considered an assignment. A copy of Platform Technology Partners’ privacy policy
notice and a written disclosure statement that meets the requirements of Rule 204-
3 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), shall be
provided to each Client prior to or contemporaneously with the execution of the
Agreement.
The firm also offers investment advice to retirement plans such as 401(k) plans and
other retirement plans or related entities regarding the type of securities or
investments which should be included as investment options for the plan
participants. Platform Technology Partners also offers various allocation strategies
and investment advice to individual plan participants based upon the participant’s
particular investment objectives which include the use of various retirement
resource platforms offering, among other investments, a selection of mutual funds
offered by a variety of mutual fund complexes.
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:
•
investment
•
financial
interests ahead of yours when making
•
interest,
fees, and
•
•
Meet a professional standard of care when making
recommendations (give prudent advice);
Never put our
recommendations (give loyal advice);
Avoid misleading statements about conflicts of
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
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•
Give you basic information about conflicts of interest.
Platform Technology Partners has a total of approximately $1,090,849,298.41 in
assets under management as of December 31, 2024, of which $69,000,493 is
managed on a non-discretionary basis.
Financial Consultation Services
Platform Technology Partners is available to provide financial consultation services
(which may include non-investment-related matters such as business consulting).
Financial consultation services are provided on an hourly or flat-fee project basis
and terminate upon delivery.
When financial consultation services only focus on certain areas of client interests,
needs or is otherwise limited, clients must understand that their overall financial
and investment needs and objectives may not be considered because of time and/or
service restraints placed on Platform Technology Partners’ services. Clients
requiring assistance on issues relating to matters outside of investment advisory
topics should consult their personal tax advisor, legal counsel, or other professionals
for expert opinions. When providing plan-related services, the advice and
recommendations are limited to plan offerings. The advice provided by Platform
Technology Partners may include recommendations for updates and reviews.
Platform Technology Partners may suggest the client work closely with their
attorney, accountant, insurance agent, and the custodian of their account.
Implementation of any advice or recommendations pertaining to non-securities
matters (such as insurance), in whole or in part, is entirely at the client’s discretion
via the service provider(s) of their choice.
Consultation services terminate upon the delivery of services unless ongoing
services are engaged pursuant to the Client Agreement. Prior to conclusion, services
may be immediately terminated upon written notice from either party and the client
will only be invoiced for time incurred by Platform Technology Partners up until the
effective date of termination or prepaid but unearned fees will be refunded.
Rollover Recommendations
To the extent we provide you investment advice as a participant in a retirement
plan regarding whether to maintain investments and/or proceeds in the
retirement plan, roll over such investment/proceeds from the retirement plan to a
Rollover IRA or make a distribution from the retirement plan, Platform Technology
Partners hereby acknowledges our fiduciary obligations to you with regard to our
investment advice about whether to maintain, roll over or distribute proceeds
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from the retirement plan, and as such a fiduciary with respect to its investment
advice to you about whether to maintain, roll over or distribute proceeds from the
retirement plan.
Our investment advisor representatives are required to act with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, based on the
investment objectives, risk, tolerance, financial circumstances, and a client’s needs,
without regard to the financial or other interests of Platform Technology Partners
or our affiliated personnel.
To the extent we recommend you roll over your account from a current retirement
plan to an individual retirement account (“Rollover IRA”), managed by Platform
Technology Partners please know that our firm and our investment adviser
representatives have a conflict of interest.
We can earn increased investment advisory fees by recommending that you roll
over your account at the retirement plan to a Rollover IRA managed by Platform
Technology Partners. We will earn fewer investment advisory fees if you do not
roll over the funds in the retirement plan to a Rollover IRA managed by Platform
Technology Partners.
Thus, our investment adviser representatives have an economic incentive to
recommend a rollover of funds from a retirement plan to a Rollover IRA which is a
conflict of interest because our recommendation that you open an IRA account to
be managed by our firm can be based on our economic incentive and not based
exclusively on whether or not moving the IRA to our management program is in
your overall best interest.
We have taken steps to manage this conflict of interest. We have adopted an
impartial conduct standard whereby our investment adviser representatives will (i)
provide investment advice to a retirement plan participant regarding a rollover of
funds from the retirement plan in accordance with the fiduciary status described
below, (ii) not recommend investments which result in Platform Technology
Partners receiving unreasonable compensation related to the rollover of funds from
the retirement plan to a Rollover IRA, and (iii) fully disclose compensation received
by Platform Technology Partners and our supervised persons and any material
conflicts of interest related to recommending the rollover of funds from the
retirement plan to a Rollover IRA and refrain from making any materially misleading
statements regarding such rollover.
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5 Fees and Compensation
Asset Based Fees for Advisory Clients
For our advisory clients, Platform Technology Partners shall generally charge an
annual fee based upon a percentage of the average daily value of the assets being
managed. The annual fee is exclusive of, and in addition to, brokerage commissions,
transaction fees, and other related costs and expenses which shall be incurred by
the client. Platform Technology Partners’ annual fee shall be prorated and charged
either monthly or quarterly, in arrears, based upon the average daily value of the
assets over the previous month or quarter as determined by the custodial firm. As
discussed in Item 4 of this Brochure, Platform Technology Partners requests a
minimum portfolio size of $100,000 per relationship (which may include the
aggregate of multiple accounts for any one relationship). Platform Technology
Partners, in its sole discretion, may negotiate to charge a lesser management fee or
to accept a lower minimum portfolio size based upon certain criteria (i.e.,
anticipated future earning capacity, anticipated future additional assets, amount of
assets to be managed, related accounts, account composition, pre-existing client,
account retention, pro bono activities, etc.).
Total Management Fees
You and your IAR will agree on your total annual management fee for each account
prior to establishing the account. The total annual management fee is the sum of the
program fee, advisory fee, and administration fee(s). The advisory fee may be
amended by a client and an IAR through the submission of a new investment
advisory agreement with a different fee schedule. There are maximum allowable
annual advisory fees for each program, and we will not allow you to be charged more
than this amount. The maximum allowable advisory fee will differ between
programs and the structure of your account(s). This maximum total fee is noted in
the investment advisory agreement and may not exceed 3.00%.
Fee Schedules
Clients may make additions to and withdrawals from their account(s) at any time,
subject to Platform Technology Partners’ right to terminate an account . Clients may
withdraw account assets on notice to Platform Technology Partners, subject to the
usual and customary securities settlement procedures. Platform Technology
Partners designs its portfolios as long-term investments and assets withdrawals
may impair the achievement of a client’s investment objectives.
For the initial month of Investment Advisory Services, the first month’s fees shall be
calculated on a pro rata basis. As discussed in Item 4 of this Brochure, the Agreement
between Platform Technology Partners and the Client will continue in effect until
terminated by either party pursuant to the terms of the Agreement. Platform
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Technology Partners’ monthly fee shall be prorated through the date of termination
and any remaining balance shall be charged or refunded to the Client, as
appropriate, in a timely manner.
Advisory fees for Investment Advisory Services are generally paid through a debit
directly to the client’s account by the qualified custodian holding the client’s funds
and securities. The following criteria is met in accordance with the Advisers Act,
when payment is made via a qualified custodian: (1) The client provides written
authorization permitting the fees to be paid directly from the client’s account held
by the independent qualified custodian and the authorization is limited to
withdrawing contractually agreed upon Investment Adviser fees; (2) The frequency
of fee withdrawal shall be specified in the written authorization/agreement; (3) The
qualified custodian of the account(s) shall be advised in writing of the limitation on
PTP’s access to the account; (4) The custodian agrees to send to the client, a
statement, at least quarterly, indicating all amounts disbursed from the account
including the amount of advisory fees paid directly to PTP; (5) The client shall be
able to terminate the written billing authorization or agreement at any time. In
addition to the general debits to the client’s account by the qualified custodian as
described above, fees may be paid to us by check, as outlined in the specific
investment advisory agreement. In such instances, we will send an invoice to the
client for the fees owed. In addition, depending on the program, fees may be paid to
us by clients via credit card.
As described above, we may invest certain of our client’s assets in private funds that
are managed by us. These entities are created to meet certain minimum investment
requirements of hedge funds, private equity funds and other similar fund
investments that we have determined would be suitable for clients. We act as the
manager for the funds and in this capacity, we receive asset-based management fees
on the aggregated capital commitments, and the investors in the funds share certain
administrative expenses in the funds.
In addition to the management fees described above, for some of the private funds
under our management, we will receive performance-based fees in the form of
carried interest that is paid to our affiliate(s) who serve as general partner of each
existing private fund. These distributions are performance-based fees and are
described in the funds’ subscription agreements. A full description of these
arrangements is disclosed in the relevant offering documents provided to clients
and clients are required to consent to such arrangements.
e g
Clients may incur certain charges imposed by the Financial Institution(s) and other
third parties including, but not limited to, fees charged by Independent Managers
(as defined below), custodial fees, charges imposed directly by a mutual fund or
exchange traded fund in the account, which shall be disclosed in the fund's
., fund management fees and other fund expenses), deferred sales
prospectus (
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charges, odd lot differentials, transfer taxes, wire transfer and electronic fund fees,
and other fees and taxes on brokerage accounts and securities transactions.
Additionally, for assets outside of any wrap fee programs, clients may incur
brokerage commissions and transaction fees. Such charges, fees and commissions
are exclusive of and in addition to Platform Technology Partners’ fee.
Some mutual funds pay 12b-1 service fees (0.25% per year on average) to the
Custodian. The mutual funds that Platform Technology Partners could purchase or
recommend offer a variety of share classes, including some that do not charge 12b-
1 fees and are, therefore, less expensive. These fee arrangements will be disclosed
upon request of a client and are available in the applicable fund prospectus. When
deciding whether to invest in a mutual fund share classes are compared and
reviewed along with the anticipated investment period and other costs to determine
the best selection for the client at that time. Mutual funds carrying 12b-1 fees may
be recommended when seen as an overall benefit to the client. For example, a lower
share class may not be available to Platform Technology Partners; or mutual funds
that charge 12b-1 fees are transferred into Platform Technology Partners.
Periodically, Platform Technology Partners will review any holdings with 12b-1 fees
to see if there is a lower cost share class available to consider switching into.
Platform Technology Partners does not receive any part of the fees charged by
Mutual Funds.
Financial Consultation Services
Fees for Financial Consultation Services are determined at the time of engagement
based upon the time and effort required and/or the nature and complexity of
services. Financial Consultation Service is negotiable and may be billed on a flat-fee
or hourly basis. Hourly fees range between $100 to $300 per hour, depending upon
the nature and complexity of services.
Platform Technology Partners may require a retainer equal to ½ of the proposed
project fee to schedule Financial Consultation services. Thereafter, the project
balance is invoiced six months after the engagement begins but fees are invoiced
monthly. Should the client’s financial condition change during services such that
new advice, recommendations or research are required, or Platform Technology
Partners must revise its advice, recommendations or other services, additional fees
will apply. Platform Technology Partners will not engage in additional services that
result in fees without the client’s approval. Platform Technology Partners may
recommend the services of itself and/or other professionals to implement
recommendations.
Potential Conflicts
Our employees, Investment Adviser Representatives (IARs) and other related
persons of PTP may have accounts in our Programs that they recommend to
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advisory clients. In addition, our IARs may also own securities through outside
brokerage accounts and may buy or sell securities that clients also own in their
accounts. Investment decisions made for our employees, IARs and related persons
are subject to our Code of Ethics. At all times, our employees, IARs and related
persons are bound by our Code of Ethics to act in clients’ best interests. Please see
further discussion of our Code of Ethics beginning on page 15 of this Brochure.
The individual IARs may cover some or all the ticket charges or investment program
fees associated with a client’s account(s) on a case-by-case basis. Such fee
accommodations may create potential conflicts of interest and could result in less
frequent trading in client accounts. This potential conflict of interest is monitored
by PTP’s CCO and designated supervisors of the firm.At the onset of an IAR’s
affiliation with Platform Technology Partners, each IAR enters into an Independent
Business Affiliate Agreement with Platform Technology Partners whereby the firm
provides client servicing, technology, and compliance services for a fee. While our
IARs are supervised persons, the receipt of compensation for services rendered to
our IARs may create a potential conflict of interest to service the IARs and clients of
IARs which provide PTP greater compensation.
The majority of our IARs are independent contractors and not employees of
Platform Technology Partners or Spire Securities, LLC. IARs may own, operate, be
employed by, or otherwise maintain affiliations with other business entities such as
insurance agencies, law firms, real estate or mortgage companies, financial planning
firms and/or accounting firms. Many of these IARs market their services under a
different DBA and/or as an outside business activity. This may cause an IAR to focus
more of their time on their non-Advisory businesses. PTP’s CCO and/or their
designee monitors the IARs’ outside business activities to ensure all conflicts have
been identified and obligations of the adviser are being fulfilled.
Conflicts may arise in the allocation of investment opportunities among accounts
that we manage. We strive to allocate investment opportunities believed to be
appropriate for your account(s) and other accounts advised by our firm among such
accounts equitably and consistent with the best interests of all accounts involved.
However, there can be no assurance that the particular investment opportunity that
comes to our attention will be allocated in any particular manner.
Platform Technology Partners invests certain qualified clients in funds managed by
Ursula Capital Partners, LP depending on their risk tolerance and investment goals.
Clients should be aware that investments in Private Funds generally carry
additional fees outside of the management fee. These additional fees may be in the
form of fund expenses, incentive fees, carried interest, etc. Clients invested in the
Ursula Capital Partners, LP are not charged an asset management fee by PTP on
investments in the fund, however, Ursula Capital will charge an asset management
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fee on those assets. Please see item 10 for additional disclosures on Ursula Capital
and Platform Technology Partners affiliation and revenue. sharing.
6 Performance-Based Fees and Side-By-Side Management
For separately managed accounts, we do not charge any performance-based fees
(fees based on a share of capital gains or on capital appreciation of the assets of a
client).
As described in Item 5, with respect to certain private funds under our management,
a portion of the profits of the fund are distributed to the general partner of the fund,
affiliates of Platform Technology Partners, as “carried interest”. The performance-
based fee arrangements provide an incentive for Platform Technology Partners to
make investments that may present higher risk or be more speculative than those
which would be recommended under a different fee arrangement. We only make
such investments when we believe it is in the best interest of the fund and its
underlying investors and is consistent with the fund’s investment objectives. We
periodically review the funds’ investments to ensure they are invested according to
any applicable restrictions set forth in the offering documents. These fee
arrangements are discussed in detail in the fund offering documents.
PTP does not participate in side-by-side management. Side-by-side management
refers to the practice of managing accounts that are charged performance-based fees
while at the same time managing accounts that are not charged performance-based
fees.
7 Types of Clients
Platform Technology Partners provides investment supervisory and advisory
services, and provides financial consultation services for clients which includes
individuals, pension and profit-sharing plans,
trusts, estates, charitable
organizations, corporations, and non-affiliated investment advisers and their IARs.
If an account is subject to the Employee Retirement Income Security Act of 1974, as
amended, (“ERISA”), Platform Technology Partners acknowledges that Registrant is
a fiduciary within the meaning of the Act and the ERISA client is a named fiduciary
with respect to the control or management of the assets in the Account. In each
instance, the client will agree to obtain and maintain a bond satisfying the
requirements of Section 412 of ERISA and to include Platform Technology Partners
and Platform Technology Partners’ principals, agents, and employees under those
insured under that bond and will deliver to Platform Technology Partners a copy of
the governing plan documents. If the Account assets for which Platform Technology
Partners provides services represent only a portion of the assets of an employee
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benefit plan, the client will remain responsible for determining an appropriate
overall diversification policy for the assets of such plan.
8 Methods of Analysis, Investment Strategies and Risk of Loss
Investing in securities involves risk of loss that you should be prepared to
bear.
Concentrated investment strategies may result in greater volatility and greater risk
of loss than other more diversified strategies. All our strategies will expose clients
to various risks, including, but not limited to, concentration risk, market risk,
interest rate risk, stock selection risk and illiquidity risk.
Methods of Analysis
Platform Technology Partners attempts to measure a client’s risk tolerance, time
horizon, goals and objectives through an interview and data-gathering process to
determine an investment plan or portfolio to best fit the investor’s profile.
Investment strategies may be based on several concepts and determined by the
investor type. Client participation and the client’s delivery of accurate and
complete information are critical to Platform Technology Partners’ process.
Platform Technology Partners is entitled to rely on the financial and other
information provided by the client without duty or obligation to investigate the
accuracy or completeness of the information.
Our financial professionals may recommend that clients authorize the active
discretionary management of a portion of their assets by and/or among certain
Independent Manager(s), based upon the stated investment objectives of the
Client. When selecting an Independent Manager for a client, Platform Technology
Partners shall review information about the Independent Manager such as its
disclosure statement and/or material supplied by the Independent Manager or
independent third parties for a description of the Independent Manager
investment strategies, past performance, and risk results to the extent available.
Platform Technology Partners shall continue to provide services to the client
relative to the discretionary selection of Independent Manager as well as the
monitoring and review of account performance and client investment objectives.
Numerous publicly available sources of economic, financial and investment
research are used by Platform Technology Partners. Asset allocation software and
historical performance modeling software may also be utilized.
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While our financial professionals make every effort to consider tax consequences,
the sale of investments may cause taxable gain(s) or loss (es) to the client. You are
encouraged to consult your independent personal tax advisor(s) about tax
consequences resulting from transactions or any particular investment held in
your account.
Risks
There are a number of risks associated with investing in the market. We describe
the most common risks below:
•
Active Management Risk: Actively managed portfolios often have higher
portfolio turnover, which may also increase trading costs due to active and
frequent trading. Active trading of securities may also increase our
strategies’ realized capital gains or losses, which may affect the taxes you
pay.
•
Bond risks: Investments in bonds involve interest rates and credit risks.
Bond values change according to changes in interest rates, inflation, credit
climate and issue credit quality. Interest rate increases will reduce the value
of a bond. Longer term bonds are more susceptible to interest rate
variations than shorter term, lower yield bonds.
•
Cash or Cash Equivalents Risk: At times, our strategies may have significant
investments in cash or cash equivalents. When a substantial portion of a
portfolio is held in cash or cash equivalents, there is the risk that the value of
the cash account, including interest, will not keep pace with inflation, thus
reducing purchasing power over time. Additionally, in rising markets,
holding cash or cash equivalents may adversely affect our strategies’
performance and our strategies may not achieve their investment objective.
•
Cyber Security Risk: As the use of technology has become more prevalent
during business, the firm has become more susceptible to operational,
financial and information security risks resulting from cyber-attacks and/or
technological malfunctions. Cyber-attacks include, among other things, the
attempted theft, loss, misuse, improper release, corruption, or destruction
of, or unauthorized access to, confidential or highly restricted data relating
to the firm; and attempted compromises or failures to systems, networks,
devices, and applications relating to the operations of Platform Technology
Partners and its service providers. Cyber security breaches may result from
unauthorized access to digital systems (e.g., through “hacking” or malicious
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software coding) or from outside attacks, such as denial-of-service attacks
on websites (i.e., efforts to make network services unavailable to intended
users).
•
Emerging Markets risk: emerging markets can experience high volatility and
risk in the short term.
•
Equity risk: Equity investment 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.
•
Exchange traded fund and mutual fund risk: The risk of owning an ETF or
mutual fund reflects the risks of owning the underlying securities the ETF or
mutual fund holds. Clients will incur additional costs associated with ETFs
and mutual funds (see Item 4 and 5).
•
Fixed income risk: Fixed income investments typically 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 minimal. Risks of investing in
foreign fixed income securities also include the general risk of non-U.S.
investing described below.
•
Foreign investments risks: non-U.S. investments, currency and commodity
investments contain additional risks associated with government, economic,
political or currency volatility.
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•
Growth Risk: An investment in growth stocks is susceptible to rapid price
swings, especially during periods of economic uncertainty. Growth stocks
typically have little or no dividend income to cushion the effect of adverse
market conditions and may be particularly volatile in the event of earnings
disappointments or other financial difficulties experienced by the issuer.
Securities of growth companies can be more sensitive to the company’s
earnings and more volatile than the market in general.
•
Inflation Risk: involves the concern that in the future, your investment or
proceeds from your investment will not be worth what they are today. Over
time, the prices of resources and end-user products historically increase and
thus, the same general goods and products today will likely be more
expensive in the future. The longer an investment is held, the greater the
chance that the proceeds from that investment will be worth less in the
future than they are today. Said another way, a dollar tomorrow will likely
get you less than what it can today.
•
Interest Rate Risk: Many of Platform Technology Partners’ strategies invest
in fixed income securities (directly or indirectly through an ETF). The value
of the client’s investment in fixed income securities will change in response
to changes in interest rates. An increase in interest rates typically causes a
fall in the value of the securities in which a strategy invests. The longer the
duration of a fixed income security, the more its value typically falls in
response to an increase in interest rates.
•
Limited Operating History Risk: Platform Technology Partners is a relatively
new firm and has a limited history of operation. Accordingly, an investment
in accounts managed by our firm entails some additional risk that an
account managed by an investment adviser who has been around decades
does not. There can be no assurance that we will achieve our investment
objectives.
•
Liquidity Risk: Liquidity risk exists when investments in your account would
be difficult to purchase or sell, preventing us from selling such illiquid
securities at an advantageous time or price, or requiring Platform
Technology Partners to dispose of other investments at unfavorable times or
prices to timely meet its redemption obligations. Liquid securities can
become illiquid due to political, economic or issuer specific events;
supply/demand imbalances; changes in a specific market’s size or structure,
including the number of participants; or overall market disruptions.
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•
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 diverse types of risk that will typically surface at various intervals during
the time the client owns the investments. These risks include inflation
(purchasing power), interest rate, economic risk, market risk, and
political/regulatory risk.
•
Management Risk: is the risk that the investment process used by Platform
Technology Partners’ financial professionals could fail to achieve their
investment goal(s) and cause investments participating in the strategy to
lose value. This risk includes Platform Technology Partners’ reliance on its
strategies and its judgments about the potential appreciation of a particular
option or security in which we invest may prove to be incorrect.
•
Margin risk: Margin transactions use leverage that is borrowed from a
brokerage firm as collateral. When losses occur, the value of the margin
account may fall below the brokerage firm’s threshold thereby triggering a
margin call. This may force the account holder to either allocate more funds
to the account or sell assets in a shorter period than desired.
•
Non-diversification risk: Although most strategies used by the firm are well
diversified, if a strategy is “non-diversified,” its investments are not required
to meet certain diversification requirements under federal law. A “non-
diversified” strategy is permitted to invest a greater percentage of its assets
in the securities of a single issuer than a diversified strategy. Thus, the
strategy may have fewer holdings than other strategies. As a result, a decline
in the value of those investments would cause the strategy’s overall value to
decline to a greater degree than if the strategy held a more diversified
portfolio.
•
Options risk: 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 limited, 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 economic
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risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk,
inflation (purchasing power) risk and interest rate risk.
•
Private Fund Investments. Investments in private funds contain certain risks.
The specific risks associated with the funds are outlined in the private
placement memoranda for the funds, which we encourage you to review.
They are generally outlined as follows:
o
o
o
Liquidity. We cannot guarantee our ability to redeem client assets from
a private fund in a timely manner. Partnership and LLC member interests
are not easily transferable, even on the secondary market, and are
subject to redemption limitations.
Transparency. We are limited in our ability to monitor the investment
activities of private funds. Advisers to private fund investments do not
always provide detailed information on their portfolio positions and,
therefore, you will not be able to objectively assess the risk of such
underlying fund investments.
o
Side letters. Certain investors get preferential treatment in the areas of
liquidity, transparency and fees.
o
Reliance on Key Personnel. Most fund advisers are dependent on the
services of a small number of key technical and management personnel
and loss of their services could have a material adverse effect on the
fund’s performance and, due to lock-up provisions, you could be
restricted from exiting the fund in a timely manner.
limited
o
Similar Funds. Investment managers often advise similar funds and,
subject to the fee structures for those funds, the investment managers
investment opportunities to funds
can allocate certain
generating higher fees for the investment manager.
o
Valuation. We rely upon the investment managers of private funds to
provide accurate valuation information pertaining to our clients’ capital
balances. We generally have limited information regarding the holdings
of the private funds in which client accounts are invested and are
normally unable to independently verify valuations provided by the
managers to these private funds.
o
Leverage. Certain funds use leverage (borrowed funds) to increase their
securities holdings, which will magnify both gains and losses by the
amount of the leverage.
Lack of Regulatory Oversight. Private funds typically operate under one
or more exemptions from registration with the applicable regulatory
authorities. Additionally, certain investment managers to private funds
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o
are exempt from registration with the applicable regulatory authorities.
Accordingly, private funds and their managers are often subject to little,
if any, direct scrutiny from any regulatory authority.
Return of Balances Previously Redeemed. Under extraordinary
circumstances, following a redemption from a private fund, the client
may be required to return all or a portion of the redemption proceeds it
received from the private fund to such private fund. For instance, if the
private fund later determines that its NAV was previously misstated, a
client will be required to return the applicable portion of the redemption
proceeds to the extent required by applicable law or the private fund’s
organizational or offering documents. Other circumstances, such as
indemnification obligations, could also require a client to return the
proceeds to a private fund.
•
Regulatory Risk: Regulatory authorities in the United States or other
countries may adopt rules that restrict the ability of our firm to fully
implement its strategy, either, or with respect to certain securities,
industries, or countries, which may impact the firm’s ability to fully
implement its investment strategies. Regulators may interpret rules
differently than Platform Technology Partners or the industry.
•
Short-term trading risk: This type of trading risks includes liquidity,
economic stability, and inflation, in addition to the long-term trading risks
listed above. Frequent trading can affect investment performance,
particularly through increased brokerage and other transaction costs and
taxes.
•
Strategy Risk - There is no guarantee that any managed investment strategy
will work under all market conditions, and you should evaluate your ability
to maintain any investment you are considering your own investment time
horizon. Investments are subject to risk, including loss of principal.
•
Third-Party Advisers/Selecting Other Advisers: Our selection process cannot
ensure that money managers will perform as desired, and we will have no
control over the day-to-day operations of any of its selected money
managers. The firm would not necessarily be aware of certain activities at
the underlying money manager level, including without limitation a money
manager's engaging in unreported risks, investment “style drift” or even
regulatory breaches or fraud.
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We have no control over and cannot predict the day-to-day fluctuations of the
stock and bond markets. While we believe that volatility can sometimes lead to
favorable investing conditions, every client is at the risk of loss from adverse
movements in general security prices, which have been substantial in recent years,
and which could continue for a prolonged period. Moreover, your overall
investment gain or loss may be significantly influenced by the market prices and
conditions at the time of the opening or closing of an account.
Most securities represent claims against the cash flows or earnings power of a
business. To the extent interest rates increase significantly or inflation becomes
widespread, the value of stocks and bonds could decline and remain depressed for
a long time. Many businesses may be permanently impaired if inflation becomes
significant and stock and bond prices will typically decline if interest rates move up
and could suffer large declines if interest rates move up rapidly.
To the extent we buy securities that are thinly traded or illiquid, it may be difficult
or impossible to sell a position during times of market stress, leading to significant
potential capital loss.
To the extent we own illiquid securities based on a business whose fundamentals
become impaired, we may not be able to sell all or a portion of our investment and
may incur significant losses as a result.
9 Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding
any legal or disciplinary events that would be material to your evaluation of the
firm or the integrity of our management team.
Platform Technology Partners has no information applicable to this Item.
10 Other Financial Industry Activities and Affiliations
Some financial professionals registered with our firm as IARs are also Registered
Representatives of Spire Securities, LLC (“Spire”) an SEC Registered broker-dealer
and a member of FINRA. In this capacity the financial professional may provide
securities brokerage services and implement securities transactions on a
commission basis . Clients should be aware that the receipt of additional
compensation itself creates an inherent conflict of interest and may affect the
judgement of these individuals when making recommendations. PTP and Spire are
separate, nonaffiliated entities. Nevertheless, to the extent that a PTP representative
recommends the purchase of securities or other investment products where the
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representative receives commissions for doing so, a conflict of interest exists
because the representative may be incentivized to make recommendations based on
the compensation received rather than on a client’s needs. Both Spire and PTP
monitor client accounts to mitigate this conflict of interest and ensure that the
representatives are fulfilling their obligations.
Our IARs may also be licensed agents with several unaffiliated insurance companies
and recommend the purchase of insurance products for compensation which may
You
create a conflict of interest between an Advisory Representative’s decision to
or to
are under no obligation to purchase products recommended by IARs
recommend Advisory Services or securities or insurance products to clients.
purchase products either through Platform Technology Partners.
PTP is owned by United Atlantic Capital, LLC. United Atlantic Capital, LLC owns
United Advisors Investment Management, another SEC-registered investment
advisor.
Platform Technology Partners has entered into a revenue sharing agreement with
Ursula Capital. Ursula Capital is a private fund adviser where Platform Technology
Partners will invest certain qualified clients into one of Ursula Capital’s Funds. PTP
and Ursula Capital have agreed to share in the revenue generated by Ursula Capital’s
fees from clients referred by PTP. Any client monies PTP invests with Ursula Capital
will not be billed an investment advisory fee by PTP. Rather, PTP will charge their
investment advisory fee and share a certain percentage with PTP. While PTP has
waived its advisory fee, this arrangement creates a conflict of interest as Ursula
Capital has the potential to earn performance-based fees and thus share in those
fees with PTP, which may cause the clients total fee experience to be higher than
they would otherwise have with PTP. To mitigate this conflict of interest, PTP
reviews clients’ suitability and risk tolerances to ensure any potential investors are
properly qualified and the investment fits within their risk tolerance.
As described below, we solicit certain clients to invest in special purpose vehicles or
funds in which we or one of our affiliates acts as a manager. PTP acts the manager
of the funds and is entitled to receive an annual management fee on the assets
invested. The receipt of this additional management fee creates a conflict of interest
and gives us an incentive to recommend the funds, rather than on the client’s needs.
To mitigate this conflict of interest, we do not charge asset management fees on all
assets invested in the funds by a client from their PTP managed account.
Family Office Services are offered through Family Office Administration Services,
LLC (“FOAS”), a separate entity owned by United Atlantic Capital. You may retain
FOAS to provide the following services:
•
Tax analysis.
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•
•
•
•
•
•
Consulting with respect to trust and estate matters.
Consolidated net worth reporting and management.
Concierge and lifestyle assistance (e.g., expense management services).
Business consulting.
Consulting with respect to family issues such as estate plans and family
business continuity and leadership transition.
Additional concierge and lifestyle assistance, including (as applicable):
o
o
o
o
•
Background checks, as requested;
Electronic security – access and surveillance;
Property management; and
Real estate consulting.
Quarterly or monthly in-person meetings, as requested.
11 Code of Ethics, Participation in Client Transactions and
Personal Trading
Code of Ethics
We believe that the interests of clients and our Independent Managers and IARs
are best served when they are similarly aligned. Platform Technology Partners and
its Independent Managers and IARss acknowledge Platform Technology Partners’
fiduciary responsibility to place our clients’ investment needs ahead of Platform
Technology Partners and its staff. Client interests are held in the highest regard.
Platform Technology Partners or individuals associated with Platform Technology
Partners may have similar investment goals and objectives and as a result may buy
or sell securities for their personal accounts that may be identical to or different
from those recommended to clients. Thus, at times the interests of Platform
Technology Partners’ or staff members’ accounts may coincide with the interests of
clients’ accounts. However, at no time will Platform Technology Partners or any
related person receive an added benefit or advantage over clients with respect to
these transactions. Platform Technology Partners and its associated persons will
not place itself in a position to have added benefit because of advice given to
clients. The staff of Platform Technology Partners shall not buy or sell securities for
their personal portfolio(s) where their decision is derived, in whole or in part, by
reason of his or her employment, unless the information is also available to the
investing public on reasonable inquiry. Thomas Kerney, the Chief Compliance
Officer of Platform Technology Partners, is responsible for the monitoring of
personal trading conducted by staff.
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Platform Technology Partners has adopted a Code of Ethics (the “Code”) designed
to address and prevent potential conflicts of interest as required under Rule 204A-
1 of the Advisers Act. Our Code for all Supervised Persons describes our high
standard of business conduct and our fiduciary duty to clients. The Code includes
provisions relating to the confidentiality of client information, a prohibition on
insider trading, restrictions on the acceptance of significant gifts, the reporting of
certain gifts and business entertainment items, and personal securities trading
procedures, among other topics. All Supervised Persons must acknowledge the
Code terms annually or when they are amended. A copy of our Code will be
provided upon request.
Our employees and persons associated with us are required to follow the Code.
Subject to the Code and applicable laws, our members, officers, directors, and
employees may trade for their own accounts. The Code is designed to assure that
the personal securities transactions, activities, and interests of our employees will
not interfere with (i) making decisions in the best interest of advisory clients and
(ii) implementing such decisions while, at the same time, allowing employees to
invest for their own accounts. Under the Code, certain classes of securities have
been designated as exempt transactions, based upon a determination that these
would materially not interfere with our clients’ best interests. In addition, the Code
requires pre-clearance of many transactions. Nonetheless, because the Code in
some circumstances would permit employees to invest in the same securities as
our clients, there is a possibility that employees might benefit from market activity
by a client in a security held by an employee. Employee trading is continually
monitored under the Code, and our procedures are designed to reasonably prevent
conflicts of interest between our principals, our employees, and our clients.
Pursuant to the Code, we have adopted trading policies and procedures to promote
fairness and uniformity in our dealings with clients. However, due to different
client objectives, strategies, restrictions, and cash holdings, not all clients will
participate in a particular trade and the fact that a security has been purchased for
or held by one client does not mean it will be purchased by or held by another
client. Similarly, a security sold for one client does not automatically mean that the
same security will be sold by another client in similar amount or at all based on the
above potential differences and restrictions. Due to market conditions and other
factors, it is possible that we may purchase or sell a security on behalf of some
clients that we have sold or purchased on behalf of others. trade. We expect to
apply a pre-approved allocation methodology depending on the order's nature, the
size of the trade, the number of accounts participating and the aggregate dollar
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value of the trade. We use the following types of allocation methodologies: pro-rata
allocation.
Platform Technology Partners requires Access Personnel to “pre-clear”
participation in private placements and limited offerings. We will retain records of
trade orders (specifying each participating account) and their allocations, which
will be completed prior to the aggregated order's entry. Completed orders will be
allocated as specified in the initial trade order. Partially filled orders will be
allocated using one of the pre-approved methods. Any exceptions will be explained
on the order.
Pursuant to the Code, we have adopted procedures to ensure that all clients are
treated equitably and that none are materially disadvantaged by the investing
activities of our staff.
It is Platform Technology Partners’ policy that neither Platform Technology
Partners, any person in a control relationship with Platform Technology Partners
nor any Supervised Person of Platform Technology Partners shall effect
transactions as a principal with any client of Platform Technology Partners unless
such transactions follow the provisions of Rule 206(3)-2 of the Advisers Act. It is
Platform Technology Partners’ policy that Platform Technology Partners will not
effect any agency cross securities transactions for client accounts without
obtaining the specific consent of the client of the conditions of Rule 206(3)-2 have
been met.
Principal transactions are transactions where an adviser, acting as principal for its
own account or the account of an affiliated broker-dealer, buys from or sells any
security to any advisory client. An agency cross transaction is a transaction where
a person acts as an investment adviser in relation to a transaction in which the
investment adviser, or any person controlled by or under common control with the
investment adviser, acts as broker for both the advisory client and for another
person on the other side of the transaction.
Platform Technology Partners’ clients or prospective clients may request a
copy of Platform Technology Partners’ Code of Ethics by contacting our CCO
Thomas Kerney at 312-2734-322. Our Code of Ethics will be provided to
clients or prospective clients upon request.
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12 Brokerage Practices
Investment or Brokerage Discretion
Platform Technology Partners has discretionary authority to execute transactions
on behalf of its clients. Therefore, Platform Technology Partners generally
determines the securities and quantities to be bought and sold for each client’s
account, as well as the broker(s) to be used for such transactions.
As an investment adviser, PTP has an obligation to seek “best execution” of client
trade orders. “Best execution” means that PTP must place client trade orders with
those broker-dealers that the firm believes can provide the best qualitative
execution of client trade orders under the circumstances, considering the full range
and quality of the services offered by the broker-dealer. When selecting a broker or
dealer, the Adviser may consider the following factors: (i) client preferences, (ii)
execution capability and past execution performance, (iii) access to markets, (iv)
commission rates, (v) financial standing of executing firm and counterparty risk, (vi)
timeliness in rendering services, (vii) availability, cost and quality of custodial
services, and (vii) continuity and quality of the overall provision of services.
Platform Technology Partners will recommend that clients establish brokerage
accounts with the Custodian division of Pershing Advisor Solutions LLC
(“Pershing”) a registered broker-dealer, member SIPC, to maintain custody of
clients’ assets and to effect trades for their accounts. The final decision to custody
assets with Pershing is at the discretion of the Advisor’s clients, 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. The client is under no
obligation to select Pershing to maintain custody. Platform Technology Partners is
independently owned and operated and not affiliated with Pershing. Pershing
provides Platform Technology Partners with certain financial benefits, which are
typically not available to Pershing retail investors. This financial benefit is made
available to Platform Technology Partners, at no additional charge so long as a
certain portion of clients’ assets are maintained in accounts at the Custodian.
Pershing’s financial benefit can be used for payment for certain eligible transition,
marketing, and technology expenses. The receipt of this financial benefit presents
a conflict of interest. This conflict is mitigated through Platform Technology
Partners’ regular review of brokerage practices and best execution.
While, as a fiduciary, Platform Technology Partners endeavors to act in its clients’
best interests, Platform Technology Partners’ recommendation that clients
maintain their assets in accounts at Pershing may be based in part on the benefit to
Platform Technology Partners of the availability of some of the foregoing financial
benefits and not solely on the nature, cost or quality of custody and brokerage
services provided by Pershing, which may create a conflict of interest. This conflict
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of interest is mitigated by Platform Technology Partners’ regular review of
brokerage practices and best execution.
For Platform Technology Partners’ client accounts maintained in its custody,
Pershing generally does not charge separately for custody services but is
compensated by account holders through commissions or other transaction-
related or asset- based fees for securities trades that are executed through
Pershing or that settle into Pershing accounts. Pershing’s services include research,
brokerage, custody, access to mutual funds and other investments that are
otherwise available only to institutional investors or would require a significantly
higher minimum initial investment.
Platform Technology Partners conducts periodic reviews of Platform Technology
Partners’ brokerage and best execution practices.
Platform Technology Partners has no written or verbal arrangements whereby it
receives “soft dollar services” in return for directing client commissions.
Platform Technology Partners may receive certain added benefits for utilizing the
recommended custodian firms such as the ability to deduct Advisory fees from
clients’ custodial accounts, access to a trading desk that services Platform
Technology Partners, discounts on periodicals or materials, complimentary
business and compliance newsletters, and various other non-cash services. While
Platform Technology Partners’ preferred service providers do not directly provide
any research, they may offer discounts on general products. Any general research
received is used for the benefit of all clients. The value of products, research and
services given, if any, is negligible and not a material factor. PTP IARs may also
receive admission to industry conferences (but not airfare or lodging) in conjunction
with industry relationships.
Aggregation and Allocation
Transactions for each client generally will be effected independently, unless
Platform Technology Partners decides to purchase or sell the same securities for
several clients at approximately the same time. Platform Technology Partners 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 Platform
Technology Partners’ clients differences in prices and commissions or other
transaction costs that might have been obtained had such orders been placed
independently. Under this procedure, transactions will generally be averaged as to
price and allocated among Platform Technology Partners’ clients pro rata to the
purchase and sale orders placed for each client on any given day. To the extent that
Platform Technology Partners determines to aggregate client orders for the
purchase or sale of securities, including securities in which Platform Technology
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Partners’ IARs may invest, Platform Technology Partners shall generally do 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.
Platform Technology Partners shall not receive any extra compensation or
remuneration due to the aggregation. In the event that Platform Technology
Partners determines that a prorated allocation is not appropriate under the
particular circumstances, the allocation will be made based upon other relevant
factors, which may 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, Platform Technology Partners 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.
Other than as described above, Platform Technology Partners does not expect to
receive any benefits because of directing brokerage to any broker.
Trade Errors
From time-to-time, trade errors may occur. When trade errors occur, Platform
Technology Partners’ policy is to correct the error promptly. If Platform
Technology Partners caused the error, Platform Technology Partners will make the
client whole for the loss . If a third-party caused the error, Platform Technology
Partners will take steps to collect from the third-party the amount of the error;
however, there is no guarantee that Platform Technology Partners will be
successful recuperating such funds in which case the client will bear the loss. If the
client caused the error, the client will bear the error.
If a trade error results in a gain, your ability to retain the gain will be dependent
For information concerning the
upon the trade error correction policies of the custodian, which may vary between
trade correction policies of custodians, you should contact their custodian.
custodians and are subject to change at any time.
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Other Brokerage Practices
Platform Technology Partners’ recommended service providers feature a broad
line of products and services that may be suitable to many types of investors with
varying investable assets. Platform Technology Partners recognizes its duty to
obtain best price and execution for its clients under the circumstances available.
The decision to recommend the preferred service providers is based upon the
customer service provided to investors and the services available to Platform
Technology Partners and providing such recommendation is consistent with
Platform Technology Partners’ fiduciary duty to the client.
Platform Technology Partners also considers its experience with the service
providers, the providers’ reputation, and the quality of execution services and
costs. Platform Technology Partners’ clients are also welcome to evaluate these
service providers before opening an account. While it is possible that clients may
pay higher commissions or transaction fees through preferred service providers.
Platform Technology Partners has determined that such service providers
currently offer the best overall value to Platform Technology Partners and clients
for the brokerage and technology provided. To minimize transaction fees on its
clients’ behalf, Platform Technology Partners has negotiated fixed fees with the
institutional custodians and affiliated brokerage firms that we works with to
execute trades. We periodically review other alternatives that are available to
Platform Technology Partners.
13 Review of Accounts
Investment Management and Supervisory Services involve continuous and ongoing
services to include frequent monitoring and internal review of portfolio assets on a
quarterly, monthly, perhaps even daily basis by a client’s investment adviser
professional (the “Adviser”). The frequency of and processes for the internal
portfolio reviews are dependent upon the nature and complexity of the portfolio
and at the discretion of PTP. Reviews may also occur at the time of significant
deposits or withdrawals. Reviews generally entail analyzing securities, sensitivity
to various markets, investment results and other factors. The Adviser may also
review a portfolio if the client’s asset allocation deviates over the target acceptable
limits, at which time rebalancing is considered.
Individual portfolio reviews with clients are conducted their request, at their
financial advisor’s discretion, or according to the interval agreed upon in their
engagement letter. The timing of portfolio reviews conducted with clients are
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guided by the client’s stated objectives or at PTP’s discretion, however, PTP
prefers clients to initiate meetings at least annually. In all cases, clients are
obligated to contact PTP when a real or potential change in the clients’ financial
condition occurs so PTP can review the portfolio along with the clients’ new
information so Adviser and the client can ensure the investment strategies
continue to be appropriate. Reviews are conducted by the client’s Adviser.
Clients receive confirmation statements for transactions and monthly statements,
directly from their custodian. The custodian’s quarterly reports detail account
value, net monthly change, portfolio holdings, and account activity. If agreed to at a
client's engagement of Platform Technology Partners, PTP may prepare additional
reports and these reports may include information on the inventory of account
holdings and account performances. PTP may also provide consultation clients
with various reports, post-meeting communications, or written plans as may be
agreed to at engagement.
14 Client Referrals and Other Compensation
Platform Technology Partners may enter into agreements with third-party
promoters (“Referring Parties”) who may refer prospective clients to Platform
Technology Partners. If a referred client enters into an advisory agreement with
Platform Technology Partners, compensation is paid to the referring party. The
compensation is based on the advisory fees generated. The referral arrangements
between any referring party and Platform Technology Partners will not result in
any charges to referred clients that are above the normal level of advisory fees
charged. At the time of a referral, prospective clients will receive a copy of Platform
Technology Partners’ Brochure and the solicitor’s compensation disclosure
document.
The referral agreements between Platform Technology Partners and referring
parties comply with the Marketing Rule under the Adviser Act.
15 Custody
Platform Technology Partners does not intend to take physical custody of client
assets. Most client assets will be held in brokerage accounts with Pershing Advisor
Solutions, LLC, under which our clients will grant us discretion to place trades. Any
reports that are sent to clients may vary from custodial statements based on
accounting procedures, reporting dates, or valuation methodologies of certain
securities.
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Clients should receive at least quarterly statements from the broker dealer, bank or
other qualified custodian that holds and maintains client’s investment assets.
Platform Technology Partners urges you to carefully review such statements and
compare such official custodial records to the account statements that we may
provide to you. Our statements may vary from custodial statements based on
accounting procedures, reporting dates, or valuation methodologies of certain
securities.
We are deemed to have custody due to our limited ability to instruct the custodian
to deduct advisory fees from client accounts and due to certain standing letters of
authorization. Since the custodian does not verify advisory fees deducted from the
account, clients are encouraged to review their statements and to promptly contact
the adviser directly with any questions or concerns.
Platform Technology Partners is also considered to have custody of the private
funds due to an affiliated entity serving as General Partner of the funds. As a result,
the private funds undergo a financial audit from a PCAOB accounting firm, and those
audited financials are distributed to the limited partners of the funds.
16 Investment Discretion
After consultation with a potential client regarding their objectives and
understanding of Platform Technology Partners’ investment philosophy and
strategy, Platform Technology Partners will enter into an Investment Advisory
Agreement with the client which may grant Platform Technology Partners
discretionary authority from the client a limited power of attorney to select the
identity and amount of securities to be bought or sold. In all cases, we exercise our
investment discretion consistent with the client’s investment objectives for the
account. Clients may request that we invest the account in accordance with specific
investment guidelines and restrictions. We may decline to manage accounts if these
proposed investment guidelines or restrictions conflict with our investment
philosophy or strategies or for any reason we deem appropriate . Non-discretionary
accounts are managed pursuant to the client’s Agreement with Platform Technology
Partners.
Platform Technology Partners may maintain limited power of attorney to execute
trades with proper client authority. Platform Technology Partners does not have the
authority to withdraw funds or securities and will not take custody of the same.
Platform Technology Partners may have access to accounts in order to deduct
Advisory fees and only with the client’s authorization. In each case, the fee
deductions will be coordinated through a qualified custodian.
Platform Technology Partners usually receives discretionary authority from the
client at the outset of an advisory relationship to select the identity and amount of
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securities to be bought or sold. In all cases, however, such discretion is to be
exercised in a manner consistent with the stated investment objectives for the
particular client account. Clients may request that we invest the account in
accordance with specific investment guidelines and restrictions. We may decline to
manage accounts if these proposed investment guidelines or restrictions conflict
with our investment philosophy or strategies or for any reason we deem
appropriate.
Investment guidelines and restrictions must be provided to Platform Technology
Partners in writing. Please see Item 4 for a description of any limitations clients may
place on Platform Technology Partners’ discretionary authority.
When selecting securities and determining amounts, Platform Technology Partners
observes the investment policies, limitations, and restrictions of the clients for
which it advises.
Unless otherwise instructed or directed by a discretionary client, Platform
Technology Partners has the authority to determine (i) the securities to be
purchased and sold for the client account (subject to restrictions on its activities
set forth in the applicable investment management agreement and any written
investment guidelines) (ii) the amount of securities to be purchased or sold for the
client account. Because of the differences in client investment objectives and
strategies, risk tolerances, tax status and other criteria, there may be differences
among clients in invested positions and securities held. Platform Technology
Partners’ portfolio manager submits an allocation statement to Platform
Technology Partners’ trading desk describing the allocation of securities to (or
from) client accounts for each trade/order submitted. Platform Technology
Partners’ portfolio manager may consider the following factors, among others, in
allocating securities among clients: (i) client investment objectives and strategies;
(ii) client risk profiles; (iii) tax status and restrictions placed on a client's portfolio
by the client or by applicable law; (iv) size of the client account; (v) nature and
liquidity of the security to be allocated; (vi) size of available position; (vii) current
market conditions; and (viii) account liquidity, account requirements for liquidity
and timing of cash flows. Although it is Platform Technology Partners’ policy to
allocate investment opportunities to eligible client accounts on a pro rata basis
(based on the value of the assets of each participating account relative to value of
the assets of all participating accounts), these factors may lead the portfolio
manager to allocate securities to client accounts in varying amounts. Even client
accounts that are typically managed on an equal basis may from time to time
receive differing allocations of securities based on total assets of each account
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eligible to invest in the particular investment type (e.g., equities) divided by the
total assets of all accounts eligible to invest in the particular investment.
17 Voting Client Securities
Clients may retain the authority to vote proxies and are responsible for ensuring
that proxy materials are sent directly to them or their designed third-party they
may assign.
Our firm may vote proxies on behalf of its clients. When we accept such
responsibility, it will only cast proxy votes in a manner consistent with the best
interest of its clients. Absent special circumstances, which are fully described in
Platform Technology Partners’ Proxy Voting Policies and Procedures, all proxies
will be voted consistent with guidelines established and described the policy, as
they may be amended from time-to-time. At any time, clients may contact their
financial professional or the CCO to request information about how we voted
proxies for that client’s securities or to get a copy of Platform Technology Partners’
Proxy Voting Policies and Procedures. A summary of Platform Technology
Partners’ Proxy Voting Policies and Procedures is as follows:
Platform Technology Partners will generally vote proxies according to the
guidelines described below. The Proxy Voting Guidelines include many specific
examples of voting decisions for the types of proposals that are most frequently
presented, including composition of the board of directors; approval of
independent auditors; management and director compensation; anti-takeover
mechanisms and related issues; changes to capital structure; corporate and social
policy issues; and issues involving mutual funds.
Although the Proxy Voting Guidelines are to be followed as a general policy, certain
issues will be considered on a case-by-case basis based on the relevant facts and
circumstances. Since corporate governance issues are diverse and continually
evolving, Platform Technology Partners shall devote an appropriate amount of
time and resources to monitor these changes. In situations where there may be a
conflict of interest in the voting of proxies due to business or personal
relationships that Platform Technology Partners maintains with persons having an
interest in the outcome of certain votes, the firm will take appropriate steps to
ensure that its proxy voting decisions are made.
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Platform Technology Partners will not take action with respect to any securities or
other investments that become the subject of any legal proceedings, including
bankruptcies.
18 Financial Information
Item 18 requires our firm to provide you with certain financial information or
disclosures about our financial condition.
Platform Technology Partners does not have any financial commitment that
impairs our ability to meet our contractual and fiduciary commitments to clients,
and we have not been the subject of a bankruptcy proceeding.
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