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Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
February 2026
3000 El Camino Real, Building 4, Suite 200
Palo Alto, CA 94306
www.RedCraneWealth.com
Firm Contact:
Brent Woolsey
Chief Compliance Officer
firm
is also available on
This brochure provides information about the qualifications and business practices of Red Crane
Wealth Management, LLC dba Red Crane Wealth Management (“firm” or “Red Crane”). If clients have
any questions about the contents of this brochure, please contact us at (415) 316-0982 or
brent@redcranewealth.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
the SEC’s website at
information about our
www.adviserinfo.sec.gov by searching CRD #284006.
Please note that the use of the term “registered investment adviser” and description of our firm
and/or our associates as “registered” does not imply a certain level of skill or training. Clients are
encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise
clients for more information on the qualifications of our firm and our employees.
Item 2: Material Changes
Red Crane Wealth Management is required to make clients aware of information that has changed
since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them.
Clients can then determine whether to review the brochure in its entirety or to contact us with
questions about the changes.
Since the last annual amendment filed on 02/07/2025, our firm has no material changes to disclose.
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Red Crane Wealth Management
Item 3: Table of Contents
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Item 1: Cover Page
Item 2: Material Changes
Item 3: Table of Contents
Item 4: Advisory Business
Item 5: Fees & Compensation
Item 6: Performance-Based Fees & Side-By-Side Management
Item 7: Types of Clients & Account Requirements
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
Item 9: Disciplinary Information
Item 10: Other Financial Industry Activities & Affiliations
Item 11: Code of Ethics, Participation or Interest in
Client Transactions & Personal Trading
Item 12: Brokerage Practices
Item 13: Review of Accounts or Financial Plans
Item 14: Client Referrals & Other Compensation
Item 15: Custody
Item 16: Investment Discretion
Item 17: Voting Client Securities
Item 18: Financial Information
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Item 4: Advisory Business
Our firm is dedicated to providing individuals and other types of clients with a wide array of
investment advisory services. Our firm is a limited liability company
formed under the laws of the
State of California in 2016 and has been in business as an investment adviser since that time. Our
firm is owned by Brent Woolsey & Jeffrey Wu.
Our firm provides asset management and investment consulting services to a variety of clients. As a
fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by
knowing the client. Our firm has established a service-oriented advisory practice with open lines of
communication. Working with clients to understand their investment objectives while educating
them about our process, facilitates the kind of working relationship we value.
Types of Advisory Services Offered
1. Wrap Comprehensive Portfolio Management:
We offer Wrap Comprehensive Portfolio Management (“Wrap Fee Program”) services through
wrapped accounts only (the “Wrap Account”). We manage accounts on an individualized basis and
strive to help meet our clients’ financial goals while remaining sensitive to risk tolerance and time
horizons. Wrap Account arrangements are governed by a written advisory agreement (the
“Agreement”) executed by both Red Crane and the Wrap Account client. Please see Part 2A, Appendix
1 (the “Wrap Fee Program Brochure for complete information regarding this advisory service.
We allow Wrap Account clients subscribing to our Wrap Fee Program to place reasonable restrictions
on types of investments to be held in the portfolio. Restrictions on investments in certain securities
or types of securities may not be possible due to the level of difficulty this would entail in managing
the account. We do not manage assets through our other services.
Our firm utilizes the sub-advisory services of a third party investment advisory firm or individual
advisor to aid in the implementation of an investment portfolio designed by our firm. Before selecting
a firm or individual, our firm will ensure that the chosen party is properly licensed or registered. Our
firm will not offer advice on any specific securities or other investments in connection with this
service. We will provide initial due diligence on third party money managers and ongoing reviews of
their management of client accounts. In order to assist in the selection of a third party money
manager, our firm will gather client information pertaining to financial situation, investment
objectives, and reasonable restrictions to be imposed upon the management of the account.
Our firm will periodically review third party money manager reports provided to the client at least
annually. Our firm will contact clients from time to time in order to review their financial situation
and objectives; communicate information to third party money managers as warranted; and, assist
the client in understanding and evaluating the services provided by the third party money manager.
Clients will be expected to notify our firm of any changes in their financial situation, investment
objectives, or account restrictions that could affect their financial standing.
2. Private Fund:
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Red Crane also serves as a general partner and investment adviser to a private investment fund (the
“Fund”). We may decide in the future to sponsor or manage additional private investment funds
(collectively with the Wrap Account clients, the “Clients”). The Fund is offering limited partnership
interests (“Interests”) to certain qualified investors as described in response to Item 7, below (such
investors are referred to herein as “Investors”). Pursuant to each Fund’s offering memorandum,
limited partnership agreement, and subscription documents (“Offering Documents”) (together with
the Agreements, “Constituent Documents”).
3. Financial Planning & Consulting:
Our firm provides a variety of standalone financial planning and consulting services to clients for the
management of financial resources based upon an analysis of current situation, goals, and objectives.
Financial planning services will typically involve preparing a financial plan or rendering a financial
consultation for clients based on the client’s financial goals and objectives. This planning or
consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable
Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study,
Corporate Structure, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of
Credit Evaluation, or Business and Personal Financial Planning.
Written financial plans or financial consultations rendered to clients usually include general
recommendations for a course of activity or specific actions to be taken by the clients.
Implementation of the recommendations will be at the discretion of the client. Our firm provides
clients with a summary of their financial situation, and observations for financial planning
engagements. Financial consultations are not typically accompanied by a written summary of
observations and recommendations, as the process is less formal than the planning service. Assuming
that all the information and documents requested from the client are provided promptly, plans or
consultations are typically completed within 6 months of the client signing a contract with our firm.
Tailoring of Advisory Services
Our firm offers individualized investment advice to our Wrap Comprehensive Portfolio Management
clients. General investment advice will be offered to our Financial Planning & Consulting and
Referrals to Third Party Money Management clients.
Each Wrap Account client has the opportunity to place reasonable restrictions on the types of
investments to be held in the portfolio. Restrictions on investments in certain securities or types of
securities may not be possible due to the level of difficulty this would entail in managing the account.
Participation in Wrap Fee Programs
Our firm offers and sponsors a wrap fee program. Comprehensive Portfolio Management services are
only offered through wrapped accounts, which are managed on an individualized basis according to
the client’s investment objectives, financial goals, risk tolerance, etc. Please see our Part 2A, Appendix
1 (the “Wrap Fee Program Brochure”) for more information.
Regulatory Assets Under Management
As of December 31, 2025, the firm has approximately $151,574,482 of assets under management on
a discretionary basis.
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Red Crane Wealth Management
Item 5: Fees & Compensation
The fees and compensation payable to Red Crane are negotiable and vary among the Clients.
However, the range of compensation is generally as follows:
1. Management Fee
Wrap Comprehensive Portfolio Management:
Please see our Wrap Fee Program Brochure for Wrap Account fees.
Private Fund:
With respect to the Fund, Red Crane typically receives a quarterly management fee, calculated at an
annual rate of 2.0%.
2. Performance-based Fee
Wrap Comprehensive Portfolio Management:
With respect to the Wrap Accounts, Red Crane does not charge or receive performance-based fees.
Private Fund:
With respect to the Fund, Red Crane generally receives an incentive allocation equal to a percentage
of the net income allocated to each Investor for the year, but only to the extent net income allocated
to that Investor exceeds any cumulative losses that were allocated to that Investor for earlier periods
and that have not been recovered (a “high water mark”). This incentive allocation is generally 20%
and is typically made at the end of each calendar year.
3. Financial Planning & Consulting:
Our firm charges on an hourly or flat fee basis for financial planning and consulting services. The total
estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our
engagement with the client. The maximum hourly fee to be charged will not exceed $400. Flat fees
range from $3,000 to $10,000. The fee-paying arrangements will be determined on a case-by-case
basis and will be detailed in the signed consulting agreement. Our firm will not require a retainer
exceeding $1,200 when services cannot be rendered within 6 months.
Other Types of Fees & Expenses
Clients will incur transaction fees for trades executed by their chosen custodian, via individual
transaction charges. These transaction fees are separate from our firm’s advisory fees and will be
disclosed by the chosen custodian. Charles Schwab & Co., Inc. (“Schwab”) does not charge transaction
fees for U.S. listed equities and exchange traded funds.
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Clients may also pay holdings charges imposed by the chosen custodian for certain investments,
charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be
disclosed in the fund’s prospectus (e.g., fund management fees, distribution fees, surrender charges,
variable annuity fees, IRA and qualified retirement plan fees, mark-ups and mark-downs, spreads
paid to market makers, fees for trades executed away from custodian, wire transfer fees and other
fees and taxes on brokerage accounts and securities transactions). Our firm does not receive a
portion of these fees.
Wrap Comprehensive Portfolio Management:
Wrap Account clients will not incur transaction costs for trades. More information about this can be
found in our separate Wrap Fee Program Brochure.
Private Fund:
The Fund pays such costs and expenses as Red Crane shall reasonably determine to be necessary,
appropriate, advisable or convenient to carry on its business and realize its objective, including but
not limited to: (i) all general investment expenses (i.e., expenses which Red Crane reasonably
determines to be directly related to the investment of the Fund’s assets); (ii) all administrative, legal,
accounting, auditing, record-keeping, tax form preparation, compliance and consulting costs and
expenses; (iii) fees, costs and expenses of third-party service providers that provide such services;
and, (iv) any extraordinary expenses, among other expenses.
The Fund’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the Fund. Such charges, fees and commissions are exclusive of
and in addition to the management fee, and Red Crane shall not receive any portion of these
commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
Termination & Refunds
Wrap Comprehensive Portfolio Management:
Either party may terminate the Agreement signed with our firm for our Wrap Fee Program in writing
at any time. Upon notice of termination pro-rata advisory fees for services rendered to the point of
termination will be charged. If advisory fees cannot be deducted, our firm will send an invoice for
due advisory fees to the client.
Private Fund:
Capital Accounts of Limited Partners may be withdrawn as of the end of the calendar quarter that
ends on or after the one-year anniversary of the initial Capital Contribution (the “Lock-Up Period”).
After satisfying the Lock-Up Period, Capital Accounts may be withdrawn by a Limited Partner on the
last day of each calendar quarter. All withdrawals will require 90 days’ prior written notice. Please
refer to Red Crane Capital Fund, LP Private Placement Memorandum (PPM) & Limited Partnership
Agreement (LPA) for details.
Financial Planning & Consulting:
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Financial Planning & Consulting clients may terminate their agreement at any time before the
delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work
performed by us up to the point of termination shall be calculated at the hourly fee currently in effect.
Clients will receive a pro-rata refund of unearned fees based on the time and effort expended by our
firm.
Commissionable Securities Sales
Our firm and representatives do not sell securities for a commission in Client accounts.
Item 6: Performance-Based Fees & Side-By-Side Management
Wrap Comprehensive Portfolio Management:
With respect to Wrap Accounts, our firm does not receive a performance-based fee.
Private Fund
:
As discussed in Item 5, we generally receive an incentive allocation equal to a percentage of the net
income allocated to each Investor for the year with respect to the Fund.
Differences in Red Crane’s compensation arrangements with its Clients, particularly if the Fund pays
a performance-based compensation, could create incentives for our firm to manage Client portfolios
so as to favor those portfolios of clients paying performance-based compensation, as could our
ownership interest (e.g., as the general partner) in some Client accounts. Notwithstanding these
conflicts, Red Crane will allocate transactions and opportunities among the various Client accounts
it manages in a manner it believes to be as equitable as possible, considering each account’s
objectives, programs, limitations and capital available for investment, but even accounts with similar
objectives will often have different investment portfolios.
Performance-based compensation may provide a possible incentive for our firm to make riskier or
more speculative investments on behalf of a Client than it might make otherwise. Notwithstanding
this potential incentive, our firm will evaluate investments in a manner that it considers to be in the
best interest of its Clients, given those Clients’ investment objectives, investment strategies,
suitability of the investment, and risk profile.
Red Crane may manage multiple portfolios for various Clients. When our firm manages more than
one Client account, a potential a potential conflict exists for the portfolio manager to intentionally or
unintentionally treat one account more favorably than another. This potential conflict can be most
apparent when one portfolio has a higher fee or a different fee structure than another portfolio,
including performance-based compensation. Red Crane has internal review policies and oversight to
ensure that no one Client is intentionally or unintentionally favored at the expense of another.
Item 7: Types of Clients & Account Requirements
Wrap Comprehensive Portfolio Management:
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•
Our requirements for opening and maintaining accounts or otherwise engaging us:
Our firm requires a minimum account balance of $500,000 for our Wrap Comprehensive
Portfolio Management service. This minimum account balance requirement is negotiable.
•
•
Our firm has the following types of Wrap Account clients:
Individuals and High Net Worth Individuals; and
Trusts, Estates or Charitable Organizations.
Private Fund
:
Our firm also provides investment advice and management to the Fund. Red Crane may in the future
provide the same or similar services to other privately placed investment funds. Red Crane intends
to restrict the number of Investors in the Fund and will offer Interests only through non-public
transactions in order to maintain their exclusion from “investment company” status under the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective Investors in the Fund must meet eligibility criteria, and are subject to certain withdrawal
requirements and limitations. Prospective Investors are encouraged to thoroughly review a Fund’s
Constituent Documents, which set forth all of the terms in detail. Each Investor generally must be an
“accredited investor” (as defined in Regulation D under the Securities Act of 1933), an Investor who
is eligible to enter into a performance fee arrangement under state and/or federal law, as applicable,
and must meet other criteria as specified in the Constituent Documents. The minimum initial
investment is $200,000, and the minimum additional investment is $100,000, subject to waiver at
the discretion of Red Crane.
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
Methods of Analysis
We use the following methods of analysis in formulating our investment advice and/or managing
Client assets:
•
•
•
•
•
•
•
•
Charting;
Cyclical;
Fundamental;
Technical;
Qualitative;
Quantitative;
Duration Constraints;
Sector Allocation.
Investment Strategies We Use
We generally use the following strategies in managing Client accounts, provided that such strategies
are appropriate to the needs of the Client and consistent with the Client's investment objectives, risk
tolerance, and time horizons, among other considerations:
•
Asset Allocation
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•
•
•
•
•
•
Long Term Purchases (Securities Held At Least a Year);
Short Term Purchases (Securities Sold Within a Year);
Trading (Securities Sold Within 30 Days);
Margin Transactions;
Option Writing;
Fixed Income.
Please see the Wrap Fee Program Brochure for more information specific to the Wrap Fee Program.
With respect to the Fund, it seeks long investments in global companies offering robust growth and
strategic value with near term catalysts. Companies, sectors and indices exhibiting fundamental and
technical dislocations will be selectively shorted. The Fund aims to generate attractive returns by
participating in market upside and avoiding significant losses during market declines with this
strategy. The portfolio manager pursues strategies that are flexible, unconstrained and incorporate
downside-risk mitigation to navigate changing market conditions.
Risk Factors
Risk of Loss.
Investing in securities involves risk of loss that clients should be prepared to bear.
While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the
stock market may decrease, and the account(s) could suffer a loss. It is important that clients
understand the risks associated with investing in the stock market, are appropriately diversified in
investments, and ask any questions.
General Investment and Trading Risks.
Clients may invest in securities and other financial
instruments using strategies and investment techniques with significant risk characteristics. The
investment program utilizes such investment techniques as option transactions, margin transactions,
short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances,
maximize the adverse impact to which a client may be subject.
Debt Instruments.
Our firm generally invests client cash balances in money market funds, FDIC
Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt
instruments. Ultimately, our firm tries to achieve the highest return on client cash balances through
relatively low-risk conservative investments. In most cases, at least a partial cash balance will be
maintained in a money market account so that our firm may debit advisory fees for our services
related to our Wrap Fee Program.
Common Stocks and Equity-Related Securities.
Prices of common stock react to the economic
conditions of the company that issued the security, industry and market conditions, and other factors
and may fluctuate widely. Investments related to the value of stocks may rise and fall based on an
issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and
acquisitions, and other economic factors. Similarly, the value of other equity-related securities,
including preferred stock, warrants and options may also vary widely.
Small- and Mid-Cap Risks.
Securities of small-cap issuers may present greater risks than those of
large-cap issuers. For example, some small- and mid-cap issuers often have limited product lines,
markets, or financial resources. They may be subject to high volatility in revenues, expenses and
earnings. Their securities may be thinly traded, may be followed by fewer investment research
analysts and may be subject to wider price swings and thus may create a greater chance of loss than
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when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-
cap issuers generally are more sensitive to changes in earnings expectations, to corporate
developments and to market rumors than are the market prices of large-cap issuers.
Derivative Investments.
ETFs
The prices of derivative instruments, including futures and options, are
highly volatile. Price movements of futures and options contracts are influenced by, among other
things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and
exchange control programs and policies of governments, and national and international political and
economic events and policies. The value of futures and options also depends upon the price of the
commodities underlying them. In addition, client assets are also subject to the risk of the failure of
any of the exchanges on which its positions trade or of its clearinghouses or counterparties.
Exchange Traded Funds.
Exchange-traded funds (“
”) are a type of index fund bought and sold
on a securities exchange.
The risks of owning an ETF generally reflect the risks of owning the
underlying securities they are designed to track, although lack of liquidity in an ETF could result in it
being more volatile and ETFs have management fees that increase their costs. ETFs are also subject
to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the
underlying index; and (ii) the risk of possible trading halts due to market conditions or other reasons
that, in the view of the exchange upon which an ETF trades, would make trading in the ETF
inadvisable.
Investments in Private Funds.
If a client invests in private funds, the client is subject to the risks of
the underlying funds’ investments and subject to the underlying funds’ expenses. There can be no
assurance that the other funds will achieve their objectives or avoid substantial losses.
Alternative Investments:
Hedge funds, commodity pools, Real Estate Investment Trusts (“REITs”), Business Development
Companies (“BDCs”), and other alternative investments involve a high degree of risk and can be
illiquid due to restrictions on transfer and lack of a secondary trading market. They can be highly
leveraged, speculative and volatile, and an investor could lose all or a substantial amount of an
investment. Alternative investments may lack transparency as to share price, valuation and portfolio
holdings. Complex tax structures often result in delayed tax reporting. Compared to mutual funds,
hedge funds and commodity pools are subject to less regulation and often charge higher fees and may
require “capital calls” which would require additional investment. Alternative investment managers
typically exercise broad investment discretion and may apply similar strategies across multiple
investment vehicles, resulting in less diversification.
Highly Volatile Markets.
The prices of financial instruments can be highly volatile. Price movements
of forward and other derivative contracts are influenced by, among other things, interest rates,
changing supply and demand relationships, trade, fiscal, monetary and exchange control programs
and policies of governments, and national and international political and economic events and
policies. Clients are also subject to the risk of failure of any of the exchanges on which their positions
trade or of its clearinghouses.
Use of Leverage and Financing.
A client may pledge its securities in order to borrow additional
funds for investment purposes. Any event which adversely affects the value of an investment by the
client would be magnified to the extent the client is leveraged. The cumulative effect of the use of
leverage by a client in a market that moves adversely to the client’s investments could result in a
substantial loss that would be greater than if the client were not leveraged.
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Hedging Transactions.
While a client may enter into hedging transactions to seek to reduce risk,
such transactions may result in a poorer overall performance for the client than if it had not engaged
in any such hedging transactions. For a variety of reasons, our firm may not seek to establish a perfect
correlation between such hedging instruments and the portfolio holdings being hedged. Such
imperfect correlation may prevent a client from achieving the intended hedge or expose the client to
risk of loss.
Derivatives and Hedging.
Derivatives are financial instruments or arrangements in which the risk
and return are related to changes in the value of other assets, reference rates or indices. A client’s
ability to profit or avoid risk through investment or trading in derivatives will depend on Red Crane’s
ability to anticipate changes in the underlying assets, reference rates or indices.
Risks of Investments in Options.
Investing in options can provide greater potential for profit or
loss than an equivalent investment in the underlying asset. The value of an option may decline
because of a change in the value of the underlying asset relative to the strike price, the passage of
time, changes in the market’s perception as to the future price behavior of the underlying asset, or
any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s
entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option
as a wasting asset that may become worthless when the option expires. Where an option is written
or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and
the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a
predetermined price which may, upon exercise of the option, be significantly different from the
market value.
Short Selling.
Short selling involves selling securities which are not owned and borrowing them for
delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short
selling allows the investor to profit from declines in market prices to the extent such decline exceeds
the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a
theoretically unlimited loss, in that the price of the underlying security could theoretically increase
without limit, thus increasing the cost to the client of buying those securities to cover the short
position. There can be no assurance that the securities necessary to cover a short position are
available for purchase at or near prices quoted in the market. Purchasing securities to close out the
short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.
Inverse Exchange Traded Funds
: An ETF traded on a public stock market, which is designed to
perform as the inverse of whatever index or benchmark it is designed to track. These funds work by
using short selling, trading derivatives such as futures contracts, and other leveraged investment
techniques. Investing in inversion ETFs is similar to holding various short positions, or using a
combination of advanced investment strategies to profit from falling prices. Also known as a "Short
ETF," or "Bear ETF." Inverse ETFs along with other ETFs that use derivatives, typically are not used
as long-term investments. Many inverse ETFs utilize daily futures contracts to produce their returns,
and this frequent trading often increases fund expenses. Inverse and leveraged inverse ETFs tend to
have higher expense ratios than standard index ETFs, since the funds are by their nature actively
managed; these costs can eat away at performance. An inverse ETF needs to buy when the market
rises and sell when it falls in order to maintain a fixed leverage ratio. This results in a volatility loss
proportional to the market variance. Compared to a short position with identical initial exposure, the
inverse ETF will therefore usually deliver inferior returns. The exception is if the market declines
significantly on low volatility so that the capital gain outweighs the volatility loss. Such large declines
benefit the inverse ETF because the relative exposure of the short position drops as the market falls.
Since the risk of the inverse ETF and a fixed short position will differ significantly as the index drifts
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away from its initial value, differences in realized payoff have no clear interpretation. It may
therefore be better to evaluate the performance assuming the index returns to the initial level. In that
case an inverse ETF will always incur a volatility loss relative to the short position. As with synthetic
options, leveraged ETFs need to be frequently rebalanced. These strategies are generally designed
for intra-day trading, however may be held for longer durations in cases we deem it prudent to do
so.
Compounding Risk
: Compounding risk is one of the main types of risks affecting inverse ETFs. Inverse
ETFs held for periods longer than one day are affected by compounding returns. Since an inverse ETF
has a single-day investment objective of providing investment results that are one times the inverse
of its underlying index, the fund's performance likely differs from its investment objective for periods
greater than one day. Investors who wish to hold inverse ETFs for periods exceeding one day must
actively manage and rebalance their positions to mitigate compounding risk. The effect of
compounding returns becomes more conspicuous during periods of high market turbulence. During
periods of high volatility, the effects of compounding returns cause an inverse ETF's investment
results for periods longer than one single day to substantially vary from one times the inverse of the
underlying index's return.
Derivative Securities Risk
: Many inverse ETFs provide exposure by employing derivatives. Derivative
securities are considered aggressive investments and expose inverse ETFs to more risks, such as
correlation risk, credit risk and liquidity risk. Swaps are contracts in which one party exchanges cash
flows of a predetermined financial instrument for cash flows of a counterparty's financial instrument
for a specified period. Swaps on indexes and ETFs are designed to track the performances of their
underlying indexes or securities. The performance of an ETF may not perfectly track the inverse
performance of the index due to expense ratios and other factors, such as negative effects of rolling
futures contracts. Therefore, inverse ETFs that use swaps on ETFs usually carry greater correlation
risk and may not achieve high degrees of correlation with their underlying indexes compared to
funds that only employ index swaps. Additionally, inverse ETFs using swap agreements are subject
to credit risk. A counterparty may be unwilling or unable to meet its obligations and, therefore, the
value of swap agreements with the counterparty may decline by a substantial amount. Derivative
securities tend to carry liquidity risk, and inverse funds holding derivative securities may not be able
to buy or sell their holdings in a timely manner, or they may not be able to sell their holdings at a
reasonable price.
Correlation Risk:
Inverse ETFs are also subject to correlation risk, which may be caused by many
factors, such as high fees, transaction costs, expenses, illiquidity and investing methodologies.
Although inverse ETFs seek to provide a high degree of negative correlation to their underlying
indexes, these ETFs usually rebalance their portfolios daily, which leads to higher expenses and
transaction costs incurred when adjusting the portfolio. Moreover, reconstitution and index
rebalancing events may cause inverse funds to be underexposed or overexposed to their
benchmarks. These factors may decrease the inverse correlation between an inverse ETF and its
underlying index on or around the day of these events.
Futures contracts are exchange-traded derivatives that have a predetermined delivery date of a
specified quantity of a certain underlying security, or they may settle for cash on a predetermined
date. With respect to inverse ETFs using futures contracts, during times of backwardation, funds roll
their positions into less-expensive, further-dated futures contracts. Conversely, in contango markets,
funds roll their positions into more-expensive, further-dated futures. Due to the effects of negative
and positive roll yields, it is unlikely for inverse ETFs invested in futures contracts to maintain
perfectly negative correlations to their underlying indexes on a daily basis.
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Red Crane Wealth Management
Short Sale Exposure Risk
: Inverse ETFs may seek short exposure through the use of derivative
securities, such as swaps and futures contracts, which may cause these funds to be exposed to risks
associated with short selling securities. An increase in the overall level of volatility and a decrease in
the level of liquidity of the underlying securities of short positions are the two major risks of short
selling derivative securities. These risks may lower short-selling funds' returns, resulting in a loss.
Limited Diversification.
Investments may be primarily focused geographically in North American
countries. Furthermore, broad diversification of investments in number or by industry or geography
is not a primary investment of [Abbreviated Firm Name]. This limited diversity could expose clients
to losses disproportionate to market movements in general if there are disproportionately greater
adverse price movements in those investments.
Non-U.S. Securities.
Investments in securities of non-U.S. issuers pose a range of potential risks
which could include expropriation, confiscatory taxation, imposition of withholding or other taxes
on dividends, interest, capital gains or other income, political or social instability, illiquidity, price
volatility and market manipulation. In addition, less information may be available regarding
securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and
financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers.
Counterparty Risk.
Transactions may be affected in “over-the-counter” or “interdealer” markets.
The participants in such markets are typically not subject to credit evaluation and regulatory
oversight as are members of “exchange–based” markets. This exposes clients to the risk that a
counterparty will not settle a transaction in accordance with its terms and conditions because of a
dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity
problem, thus causing clients to suffer a loss.
More information about the Clients’ investments and the associated risk factors is available in the
Constituent Documents.
The foregoing list of risk factors does not purport to be a complete enumeration or
explanation of every risk involved in an investment with Red Crane. Prospective Investors and
Clients should read the entire Brochure as well the Constituent Documents, the Agreement,
and other materials that may be provided by Red Crane and consult with their own advisers
prior to engaging Red Crane’s services.
Item 9: Disciplinary Information
There are no legal or disciplinary events that are material to the evaluation of our advisory business
or the integrity of our management.
Item 10: Other Financial Industry Activities & Affiliations
Our firm has no other financial industry activities and affiliations to disclose. Our firm is not
registered, nor does it have an application pending to register, as a broker-dealer, registered
representative of a broker dealer, futures commission merchant, commodity pool operator,
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Red Crane Wealth Management
commodity trading advisor, or an associated person of the foregoing entities. Our firm does not
recommend or select other investment advisers for our clients.
Item 11: Code of Ethics, Participation or Interest in
Client Transactions & Personal Trading
As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material
facts and to act solely in the best interest of each of our clients at all times. Our fiduciary duty is the
underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities
transaction and insider trading. Our firm requires all representatives to conduct business with the
highest level of ethical standards and to comply with all federal and state securities laws at all times.
Upon employment with our firm, and at least annually thereafter, all representatives of our firm will
acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and
representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances
that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure
is provided to give all clients a summary of our Code of Ethics. If a client or a potential client wishes to
review our Code of Ethics in its entirety, a copy will be provided promptly upon request.
Our firm recognizes that the personal investment transactions of our representatives demands the
application of a Code of Ethics with high standards and requires that all such transactions be carried out
in a way that does not endanger the interest of any client. At the same time, our firm also believes that if
investment goals are similar for clients and for our representatives, it is logical, and even desirable, that
there be common ownership of some securities.
1
In order to prevent conflicts of interest, our firm has established procedures for transactions effected by
. In order to monitor compliance with our personal
our representatives for their personal accounts
trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting
system for all of our representatives.
Neither our firm nor a related person recommends, buys or sells for client accounts, securities in
which our firm or a related person has a material financial interest without prior disclosure to the
client. Red Crane may recommend that a Wrap Account client invest into the Fund. The Wrap Account
client may pay additional investment management fees in connection with such investment.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. In order to minimize this conflict of interest, our related persons will place
client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which
is available upon request.
Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they
buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our
related persons will place client interests ahead of their own interests and adhere to our firm’s Code of
Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying
1
For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse,
his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our
associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect
beneficial interest in.
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or selling the same securities prior to buying or selling for our clients in the same day unless included in
a block trade.
Item 12: Brokerage Practices
Custodian & Brokers Used
Item 15
Our firm does not maintain custody of client assets (although our firm may be deemed to have
Custody
custody of client assets if give the authority to withdraw assets from client accounts. See
, below). Client assets must be maintained in an account at a “qualified custodian,” generally
a broker-dealer or bank. Our firm recommends that clients use the Schwab Advisor Services division
of Charles Schwab & Co. Inc. (“Schwab”), a FINRA-registered broker-dealer, member SIPC, as the
qualified custodian. Our firm is independently owned and operated, and not affiliated with Schwab.
Schwab will hold client assets in a brokerage account and buy and sell securities when instructed.
While our firm recommends that clients use Schwab as custodian/broker, clients will decide whether
to do so and open an account with Schwab by entering into an account agreement directly with them.
Our firm does not open the account. Even though the account is maintained at Schwab, our firm can
still use other brokers to execute trades, as described in the next paragraph.
How Brokers/Custodians Are Selected
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Our firm seeks to recommend a custodian/broker who will hold client assets and execute
transactions on terms that are overall most advantageous when compared to other available
providers and their services. A wide range of factors are considered, including, but not limited to:
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combination of transaction execution services along with asset custody services (generally
without a separate fee for custody)
capability to execute, clear and settle trades (buy and sell securities for client accounts)
capabilities to facilitate transfers and payments to and from accounts (wire transfers, check
requests, bill payment, etc.)
breadth of investment products made available (stocks, bonds, mutual funds, exchange
traded funds (ETFs), etc.)
availability of investment research and tools that assist in making investment decisions
quality of services
competitiveness of the price of those services (commission rates, margin interest rates, other
fees, etc.) and willingness to negotiate them
reputation, financial strength and stability of the provider
prior service to our firm and our other clients
Products & Services Available from Schwab
availability of other products and services that benefit our firm, as discussed below (see
“
”)
Custody & Brokerage Costs
Schwab generally does not charge a separate for custody services, but is compensated by charging
commissions or other fees to clients on trades that are executed or that settle into the Schwab
account. In addition to commissions, Schwab charges a flat dollar amount as a “prime broker” or
“trade away” fee for each trade that our firm has executed by a different broker-dealer but where the
securities bought or the funds from the securities sold are deposited (settled) into a Schwab account.
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Red Crane Wealth Management
These fees are in addition to the commissions or other compensation paid to the executing broker-
dealer. Because of this, in order to minimize client trading costs, our firm has Schwab execute most
trades for the accounts.
Products & Services Available from Schwab
Schwab Advisor Services is Schwab’s business serving independent investment advisory firms like
our firm. They provide our firm and clients with access to its institutional brokerage – trading,
custody, reporting and related services – many of which are not typically available to Schwab retail
customers. Schwab also makes available various support services. Some of those services help
manage or administer our client accounts while others help manage and grow our business. Schwab’s
support services are generally available on an unsolicited basis (our firm does not have to request
them) and at no charge to our firm. The availability of Schwab’s products and services is not based
on the provision of particular investment advice, such as purchasing particular securities for clients.
Here is a more detailed description of Schwab’s support services:
Services that Benefit Clients
Schwab’s institutional brokerage services include access to a broad range of investment products,
execution of securities transactions, and custody of client assets. The investment products available
through Schwab include some to which our firm might not otherwise have access or that would
require a significantly higher minimum initial investment by firm clients. Schwab’s services
described in this paragraph generally benefit clients and their accounts.
Services that May Not Directly Benefit Clients
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Schwab also makes available other products and services that benefit our firm but may not directly
benefit clients or their accounts. These products and services assist in managing and administering
our client accounts. They include investment research, both Schwab’s and that of third parties. This
research may be used to service all or some substantial number of client accounts, including accounts
not maintained at Schwab. In addition to investment research, Schwab also makes available software
and other technology that:
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provides access to client account data (such as duplicate trade confirmations and account
statements);
facilitates trade execution and allocate aggregated trade orders for multiple client accounts;
provides pricing and other market data;
facilitates payment of our fees from our clients’ accounts; and
assists with back-office functions, recordkeeping and client reporting.
Services that Generally Benefit Only Our Firm
Schwab also offers other services intended to help manage and further develop our business
enterprise. These services include:
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educational conferences and events
technology, compliance, legal, and business consulting;
publications and conferences on practice management and business succession; and
access to employee benefits providers, human capital consultants and insurance providers.
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Red Crane Wealth Management
Schwab may provide some of these services itself. In other cases, Schwab will arrange for third-party
vendors to provide the services to our firm. Schwab may also discount or waive fees for some of these
services or pay all or a part of a third party’s fees. Schwab may also provide our firm with other
benefits, such as occasional business entertainment for our personnel.
Irrespective of direct or indirect benefits to our client through Schwab, our firm strives to enhance
the client experience, help clients reach their goals and put client interests before that of our firm or
associated persons.
Our Interest in Schwab’s Services.
The availability of these services from Schwab benefits our firm because our firm does not have to
produce or purchase them. Our firm does not have to pay for these services, and they are not
contingent upon committing any specific amount of business to Schwab in trading commissions or
assets in custody.
In light of our arrangements with Schwab, a conflict of interest exists as our firm may have incentive
to require that clients maintain their accounts with Schwab based on our interest in receiving
Schwab’s services that benefit our firm rather than based on client interest in receiving the best value
in custody services and the most favorable execution of transactions. As part of our fiduciary duty to
our clients, our firm will endeavor at all times to put the interests of our clients first. Clients should
be aware, however, that the receipt of economic benefits by our firm or our related persons creates
a potential conflict of interest and may indirectly influence our firm’s choice of Schwab as a custodial
recommendation. Our firm examined this potential conflict of interest when our firm chose to
recommend Schwab and have determined that the recommendation is in the best interest of our firm’s
clients and satisfies our fiduciary obligations, including our duty to seek best execution.
In seeking best execution, the determinative factor is not the lowest possible cost, but whether the
transaction represents the best qualitative execution, taking into consideration the full range of a
broker-dealer’s services, including the value of research provided, execution capability, commission
rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients,
our firm may not necessarily obtain the lowest possible commission rates for specific client account
transactions. Our firm believes that the selection of Schwab as a custodian and broker is the best
interest of our clients. It is primarily supported by the scope, quality and price of Schwab’s services,
and not Schwab’s services that only benefit our firm.
Private Fund:
With respect to the Fund, Red Crane will always have discretion as to the placement of brokerage
(and accordingly, the commission rates paid). In selecting brokers to effect portfolio transactions,
our firm will consider the factors listed above.
Item 13: Review of Accounts or Financial Plans
Wrap Comprehensive Portfolio Management:
Our financial advisors review accounts on at least a quarterly basis for clients subscribing to our
Wrap Fee Program and Third Party Money Management. The nature of these reviews is to learn
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whether client accounts are in line with their investment objectives, appropriately positioned based
on market conditions, and investment policies, if applicable. Our firm does not provide written
reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis
when our Wrap Fee Program and Third Party Money Management clients are contacted.
Private Fund:
Jeffrey Wu reviews the Fund’s portfolio on a periodic basis to ensure consistency with the Fund’s
strategy and performance objectives. Asset allocation, cash management, market prospects and
individual issue prospects are considered. Investors in the Fund will generally receive unaudited
reports of performance quarterly and will receive audited year-end financial statements annually.
Our firm may review client accounts more frequently than described above. Among the factors which
may trigger an off-cycle review are major market or economic events, the client’s life events, requests
by the client, etc.
Financial Planning & Consulting:
Financial Planning & Consulting clients do not receive reviews of their written plans unless they take
action to schedule a financial consultation with us. Our firm does not provide ongoing services to
financial planning clients, but are willing to meet with such clients upon their request to discuss
updates to their plans, changes in their circumstances, etc. Financial Planning clients do not receive
written or verbal updated reports regarding their financial plans unless they separately engage our
firm for a post-financial plan meeting or update to their initial written financial plan.
Item 14: Client Referrals & Other Compensation
(see Item 12 – Brokerage Practices)
Our firm receives economic benefit from Schwab in the form of the support products and services
made available to our firm and other independent investment advisors that have their clients
maintain accounts at Schwab. These products and services, how they benefit our firm, and the related
conflicts of interest are described above
. The availability of
Schwab’s products and services is not based on our firm giving particular investment advice, such as
buying particular securities for our clients.
In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide
cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or
endorsements (which include client referrals).
Item 15: Custody
While our firm does not maintain physical custody of client assets (which are maintained by a
qualified custodian, as discussed above), we are deemed to have custody of certain client assets if
given the authority to withdraw assets from client accounts, as further described below under “Third
Party Money Movement.” All of our clients receive account statements directly from their qualified
custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review
these statements. Additionally, if our firm decides to send its own account statements to clients, such
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Red Crane Wealth Management
statements will include a legend that recommends the client compare the account statements
received from the qualified custodian with those received from our firm. Clients are encouraged to
raise any questions with us about the custody, safety or security of their assets and our custodial
recommendations.
With respect to the Fund because Red Crane is the general partner of the Fund, Red Crane is
considered to have “custody” of the Fund’s assets, even though independent custodians actually hold
those assets. That rule generally requires investment advisers that have “custody” of Client assets to
cause certain account statements detailing holdings and transactions to be sent to Clients, and
imposes certain other obligations. However, advisers to investment funds like the Fund need not
comply with those requirements if, the adviser follows safeguarding procedures. Red Crane follows
the safeguarding procedures by, among other things, sending quarterly statements to an independent
party who has been engaged to approve all fees, expenses, and capital withdrawals from the account.
The Fund provides Investors with audited financial statements within 120 days of year-end and those
financial statements meet certain requirements. Red Crane satisfies those conditions and therefore
is not subject to reporting and other obligations for the Fund.
Clients are encouraged to raise any questions with us about the custody, safety or security of their
assets and our custodial recommendations.
Third Party Money Movement:
On February 21, 2017, the SEC issued a no-action letter (“Letter”) with respect to Rule 206(4)-2
(“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided
guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client
funds to a third party under a standing letter of authorization (“SLOA”) is deemed to have custody.
As such, our firm has adopted the following safeguards in conjunction with our custodian:
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The client provides an instruction to the qualified custodian, in writing, that includes the
client’s signature, the third party’s name, and either the third party’s address or the third
party’s account number at a custodian to which the transfer should be directed.
The client authorizes the investment adviser, in writing, either on the qualified custodian’s
form or separately, to direct transfers to the third party either on a specified schedule or from
time to time.
The client’s qualified custodian performs appropriate verification of the instruction, such as
a signature review or other method to verify the client’s authorization, and provides a
transfer of funds notice to the client promptly after each transfer.
The client has the ability to terminate or change the instruction to the client’s qualified
custodian.
The investment adviser has no authority or ability to designate or change the identity of the
third party, the address, or any other information about the third party contained in the
client’s instruction.
The investment adviser maintains records showing that the third party is not a related party
of the investment adviser or located at the same address as the investment adviser.
The client’s qualified custodian sends the client, in writing, an initial notice confirming the
instruction and an annual notice reconfirming the instruction.
Item 16: Investment Discretion
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Clients provide our firm with investment discretion on their behalf, pursuant to an executed
Constituent Documents. By granting investment discretion, our firm is authorized to execute
securities transactions, determine which securities are bought and sold, and the total amount to be
bought and sold. Limitations may be imposed by the client in the form of specific constraints on any
of these areas of discretion with our firm’s written acknowledgement.
Item 17: Voting Client Securities
Wrap Comprehensive Portfolio Management
:
With respect to our Wrap Account clients, our firm does not accept the proxy authority to vote client
securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer
agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate
client and ask the party who sent them to mail them directly to the client in the future. Clients may
call, write or email us to discuss questions they may have about particular proxy votes or other
solicitations.
Private Fund:
With respect to the Fund, Red Crane exercises voting authority over proxies and has adopted proxy
voting policies and procedures, which requires Red Crane to vote proxies received in a manner
consistent with the best interests of the Fund. The policies also require Red Crane to vote proxies in
a prudent and diligent manner intended to enhance the economic value of the assets of the Fund.
However, the policies permit Red Crane to abstain from voting proxies in the event that the Fund’s
economic interest in the matter being voted upon is limited relative to the Fund’s overall portfolio or
Financial Planning & Consulting:
the impact of the vote will not have an effect on its outcome or on the Fund’s economic interests.
With respect to our Financial Planning & Consulting clients, our firm does not accept the proxy
authority to vote client securities. Clients will receive proxies or other solicitations directly from their
custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward
them to the appropriate client and ask the party who sent them to mail them directly to the client in
the future. Clients may call, write or email us to discuss questions they may have about particular
proxy votes or other solicitations.
Item 18: Financial Information
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Our firm is not required to provide financial information in this Brochure because:
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Our firm does not require the prepayment of more than $1,200 in fees and six or more months
in advance.
Our firm does not take custody of client funds or securities.
Our firm does not have a financial condition or commitment that impairs our ability to meet
contractual and fiduciary obligations to clients.
Our firm has never been the subject of a bankruptcy proceeding.
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