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Item 1: Cover Page
Part 2A of Form ADV: Firm Brochure
March 2025
100 Spectrum Center Drive, Suite 1070
Irvine, CA 92618
www.TempusWP.com
Firm Contact:
Steven Sturner
Chief Compliance Officer
This brochure provides information about the qualifications and business practices of Tempus
Wealth Planning, LLC. If clients have any questions about the contents of this brochure, please contact
us at 949-393-2525. The information in this brochure has not been approved or verified by the
United States Securities and Exchange Commission or by any State Securities Authority. Additional
information about our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by
searching CRD #285349.
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
Tempus Wealth Planning, LLC 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 our last annual amendment filing, we have no material changes to report.
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Item 3: Table of Contents
Item 1: Cover Page ....................................................................................................................................... 1
Item 2: Material Changes ............................................................................................................................ 2
Item 3: Table of Contents ............................................................................................................................ 3
Item 4: Advisory Business .......................................................................................................................... 4
Item 5: Fees & Compensation ..................................................................................................................... 6
Item 6: Performance-Based Fees & Side-By-Side Management .............................................................. 8
Item 7: Types of Clients & Account Requirements ................................................................................... 8
Item 8: Methods of Analysis, Investment Strategies & Risk of Loss ........................................................ 9
Item 9: Disciplinary Information .............................................................................................................. 15
Item 10: Other Financial Industry Activities & Affiliations .................................................................... 15
Item 11: Code of Ethics, Participation or Interest in .............................................................................. 16
Item 12: Brokerage Practices ................................................................................................................... 17
Item 13: Review of Accounts or Financial Plans ..................................................................................... 21
Item 14: Client Referrals & Other Compensation ................................................................................... 22
Item 15: Custody ....................................................................................................................................... 22
Item 16: Investment Discretion ............................................................................................................... 23
Item 17: Voting Client Securities .............................................................................................................. 23
Item 18: Financial Information ................................................................................................................ 24
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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. Our firm has been registered with the Securities and Exchange
Commission since November 2016 and is wholly owned by Stephen Gilbreth, Steven Sturner and
James White.
Our firm provides asset management and investment consulting services for many different types of
clients to help meet their financial goals while remaining sensitive to risk tolerance and time
horizons. 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
Asset Management:
As part of our Asset Management service, a portfolio is created, consisting of individual stocks, bonds,
exchange traded funds (“ETFs”), and mutual funds. The client’s individual investment strategy is tailored
to their specific needs and may include some or all of the previously mentioned securities. Portfolios will
be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances.
Once the appropriate portfolio has been determined, portfolios are continuously and regularly
monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and
objectives.
As a supplement to this service, we may recommend the use of certain Fee-based Variable Annuities. For
these services, the clients will enter into a separate agreement provided by the product sponsor
outlining all applicable terms and conditions.
Comprehensive Portfolio Management:
As part of our Comprehensive Portfolio Management service clients will be provided asset
management and financial planning or consulting services. This service is designed to assist clients
in meeting their financial goals through the use of a financial plan or consultation. Our firm conducts
client meetings to understand their current financial situation, existing resources, financial goals, and
tolerance for risk. Based on what is learned, an investment approach is presented to the client,
consisting of individual stocks, bonds, ETFs, mutual funds and other public and private securities or
investments. Once the appropriate portfolio has been determined, portfolios are continuously and
regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated
goals and objectives. Upon client request, our firm provides a summary of observations and
recommendations for the planning or consulting aspects of this service.
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Tempus Wealth Planning, LLC
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 one or more of the following areas: 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, 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.
Retirement Plan Consulting:
Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing
basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing,
monitoring and reviewing their company's participant-directed retirement plan. As the needs of the
plan sponsor dictate, areas of advising may include:
• Establishing an Investment Policy Statement – Our firm will assist in the development of a
statement that summarizes the investment goals and objectives along with the broad
strategies to be employed to meet the objectives.
• Investment Options – Our firm will work with the Plan Sponsor to evaluate existing
investment options and make recommendations for appropriate changes.
• Asset Allocation and Portfolio Construction – Our firm will develop strategic asset
allocation models to aid Participants in developing strategies to meet their investment
objectives, time horizon, financial situation and tolerance for risk.
• Investment Monitoring – Our firm will monitor the performance of the investments and
notify the client in the event of over/underperformance and in times of market volatility.
• Participant Education – Our firm will provide opportunities to educate plan participants
about their retirement plan offerings, different investment options, and general guidance
on allocation strategies.
In providing services for retirement plan consulting, our firm does not provide any advisory services
with respect to the following types of assets: employer securities, real estate (excluding real estate
funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other
illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement
plan consulting services shall be in compliance with the applicable state laws regulating retirement
consulting services. This applies to client accounts that are retirement or other employee benefit
plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide
services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section
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3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to
the provision of services described therein.
Tailoring of Advisory Services
Our firm offers individualized investment advice to our Asset Management and Comprehensive
Portfolio Management clients. General investment advice will be offered to our Financial Planning &
Consulting clients. Each Asset Management and Comprehensive Portfolio Management 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 no longer manages assets under a Wrap Fee Program.
Regulatory Assets Under Management
As of December 31, 2024, our firm manages $478,923,747 on a discretionary basis and $27,591,101
on a non-discretionary basis.
Item 5: Fees & Compensation
Compensation for Our Advisory Services
Asset Management:
The maximum advisory fee to be assessed will not exceed 2.00%. Fees to be assessed will be outlined
in the advisory agreement to be signed by the Client and will be based upon scope and complexity of
the engagement, including the size of the portfolio/accounts, the transactions to be effected, the time
dedicated by our firm, types of securities held, client’s investment strategy, client’s objectives, client
restrictions and any other factor that may impact the scope and complexity of the services to be
provided by our firm.
Annualized fees are billed on a pro-rata basis monthly in advance based on the value of the account(s)
on the time-weighted daily average of the previous month. In order to obtain the time-weighted daily
average, our firm will determine the value of the account at the end of each calendar day, add those
figures and divide the sum by the number of days in the quarter. In rare cases we may bill on end of
period values, which will be described in the executed agreement. Unless otherwise agreed to in
writing, advisory fees will be assessed on cash and cash equivalents. Fees are negotiable and will be
deducted from client account(s). In rare cases, our firm will agree to directly invoice. As part of this
process, Clients understand the following:
a) Clients must provide our firm with written authorization permitting direct payment of
advisory fees from their account(s) maintained by a custodian who is independent of our
firm; and
b) The account custodian sends a statement to the client, at least quarterly, showing all account
disbursements, including advisory fees.
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Tempus Wealth Planning, LLC
Comprehensive Portfolio Management:
The maximum advisory fee to be assessed will not exceed 2.00%. Fees to be assessed will be outlined
in the advisory agreement to be signed by the Client and will be based upon scope and complexity of
the engagement, including the size of the portfolio/accounts, the transactions to be effected, the time
dedicated by our firm, types of securities held, client’s investment strategy, client’s objectives, client
restrictions and any other factor that may impact the scope and complexity of the services to be
provided by our firm.
Annualized fees are billed on a pro-rata basis monthly in advance based on the value of the account(s)
on the time-weighted daily average of the previous month. To obtain the time-weighted daily
average, our firm will determine the value of the account at the end of each calendar day, add those
figures and divide the sum by the number of days in the quarter. Unless otherwise agreed to in
writing, advisory fees will be assessed on cash and cash equivalents. Fees are negotiable and will be
deducted from client account(s). In rare cases, our firm will agree to directly invoice. As part of this
process, Clients understand the following:
a) Clients must provide our firm with written authorization permitting direct payment of
advisory fees from their account(s) maintained by a custodian who is independent of our
firm; and
b) The account custodian sends a statement to the client, at least quarterly, showing all account
disbursements, including advisory fees.
Financial Planning & Consulting:
Our firm charges on an hourly, flat fee, and/or recurring 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, including the number of topics included in the plan or
consultation. The maximum hourly fee to be charged will not exceed $250. The maximum flat fee will
not exceed $10,000. The fee-paying arrangements for this service will be determined on a case-by-
case basis and will be detailed in the signed consulting agreement. Also included in the agreement
will be documentation of the services to be provided. Our firm will not require a retainer exceeding
$1,200 when services cannot be rendered within 6 months. For clients engaged in our ongoing
financial planning service, fees shall be billed monthly in advance.
Retirement Plan Consulting:
Our Retirement Plan Consulting services are billed on an hourly or flat fee basis, or a fee based on the
percentage of Plan assets under management. 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 $250. The maximum flat fee will not exceed $10,000. Fees
based on a percentage of managed Plan assets will not exceed 1.00%. The fee-paying arrangements
will be determined on a case-by-case basis and will be detailed in the signed consulting agreement.
Client will be invoiced directly for the fees.
Other Types of Fees & Expenses
Clients will incur transaction charges for trades executed in their accounts. 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
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Tempus Wealth Planning, LLC
traded funds. 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 (i.e., fund management fees, initial or deferred sales
charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and
qualified retirement plan fees, and other fund expenses). Our firm does not receive a portion of these
fees.
Termination & Refunds
Either party may terminate the advisory agreement signed with our firm for Asset Management and
Comprehensive Portfolio Management services in writing at any time. Upon notice of termination
our firm will process a pro-rata refund of the unearned portion of the advisory fees charged in
advance at the beginning of the month.
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.
Either party to a Retirement Plan Consulting Agreement may terminate at any time by providing
written notice to the other party. Full refunds will only be made in cases where cancellation occurs
within 5 business days of signing an agreement. After 5 business days from initial signing, either
party must provide the other party 30 days written notice to terminate billing. Billing will terminate
30 days after receipt of termination notice. Clients will be charged on a pro-rata basis, which takes
into account work completed by our firm on behalf of the client. Clients will incur charges for bona
fide advisory services rendered up to the point of termination (determined as 30 days from receipt
of said written notice) and such fees will be due and payable.
Commissionable Securities Sales
Our firm and representatives do not sell securities for a commission in advisory accounts.
Item 6: Performance-Based Fees & Side-By-Side Management
Our firm does not charge performance-based fees.
Item 7: Types of Clients & Account Requirements
Our firm has the following types of clients:
Individuals and High Net Worth Individuals;
•
• Corporations, Limited Liability Companies and/or Other Business Types
Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging
us.
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Item 8: Methods of Analysis, Investment Strategies & Risk of Loss
The following methods of analysis and investment strategies may be utilized in formulating our
investment advice and/or managing client assets, provided that such methods and/or 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.
General Risks of Owning Securities
The prices of securities held in client accounts and the income they generate may decline in response
to certain events taking place around the world. These include events directly involving the issuers
of securities held as underlying assets of mutual funds in a client’s account, conditions affecting the
general economy, and overall market changes. Other contributing factors include local, regional, or
global political, social, or economic instability and governmental or governmental agency responses
to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also
affect security prices and income.
The prices of, and the income generated by, most debt securities held by a client’s account may be
affected by changing interest rates and by changes in the effective maturities and credit ratings of
these securities. For example, the prices of debt securities in the client’s account generally will decline
when interest rates rise and increase when interest rates fall. In addition, falling interest rates may
cause an issuer to redeem, “call” or refinance a security before its stated maturity, which may result
in our firm having to reinvest the proceeds in lower yielding securities. Longer maturity debt
securities generally have higher rates of interest and may be subject to greater price fluctuations than
shorter maturity debt securities. Debt securities are also subject to credit risk, which is the possibility
that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make
timely payments of principal or interest and the security will go into default.
The guarantee of a security backed by the U.S. Treasury, or the full faith and credit of the U.S.
government only covers the timely payment of interest and principal when held to maturity. This
means that the current market values for these securities will fluctuate with changes in interest rates.
Investments in securities issued by entities based outside the United States may be subject to
increased levels of the risks described above. Currency fluctuations and controls, different
accounting, auditing, financial reporting, disclosure, regulatory and legal standards and practices
could also affect investments in securities of foreign issuers. Additional factors may include
expropriation, changes in tax policy, greater market volatility, different securities market structures,
and higher transaction costs. Various administrative difficulties, such as delays in clearing and
settling portfolio transactions, or in receiving payment of dividends can increase risk. Finally,
investments in securities issued by entities domiciled in the United States may also be subject to
many of these risks.
Methods of Analysis
Charting: In this type of technical analysis, our firm reviews charts of market and security activity in
an attempt to identify when the market is moving up or down and to predict when how long the trend
may last and when that trend might reverse.
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Cyclical Analysis: Statistical analysis of specific events occurring at a sufficient number of relatively
predictable intervals that they can be forecasted into the future. Cyclical analysis asserts that cyclical
forces drive price movements in the financial markets. Risks include that cycles may invert or
disappear and there is no expectation that this type of analysis will pinpoint turning points, instead
be used in conjunction with other methods of analysis.
Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the
business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing
a stock, futures contract, or currency using fundamental analysis there are two basic approaches one
can use: bottom-up analysis and top down analysis. The terms are used to distinguish such analysis
from other types of investment analysis, such as quantitative and technical. Fundamental analysis is
performed on historical and present data, but with the goal of making financial forecasts. There are
several possible objectives: (a) to conduct a company stock valuation and predict its probable price
evolution; (b) to make a projection on its business performance; (c) to evaluate its management and
make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the
intrinsic value of the share.
When the objective of the analysis is to determine what stock to buy and at what price, there are two
basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may
misprice a security in the short run but that the "correct" price will eventually be reached. Profits can
be made by purchasing the mispriced security and then waiting for the market to recognize its
"mistake" and reprice the security.; and (b) Technical analysis maintains that all information is
reflected already in the price of a security. Technical analysts analyze trends and believe that
sentiment changes predate and predict trend changes. Investors' emotional responses to price
movements lead to recognizable price chart patterns. Technical analysts also analyze historical
trends to predict future price movement. Investors can use one or both of these different but
complementary methods for stock picking. This presents a potential risk, as the price of a security
can move up or down along with the overall market regardless of the economic and financial factors
considered in evaluating the stock.
Technical Analysis: A security analysis methodology for forecasting the direction of prices through
the study of past market data, primarily price and volume. A fundamental principle of technical
analysis is that a market's price reflects all relevant information, so their analysis looks at the history
of a security's trading pattern rather than external drivers such as economic, fundamental and news
events. Therefore, price action tends to repeat itself due to investors collectively tending toward
patterned behavior – hence technical analysis focuses on identifiable trends and conditions.
Technical analysts also widely use market indicators of many sorts, some of which are mathematical
transformations of price, often including up and down volume, advance/decline data and other
inputs. These indicators are used to help assess whether an asset is trending, and if it is, the
probability of its direction and of continuation. Technicians also look for relationships between
price/volume indices and market indicators. Technical analysis employs models and trading rules
based on price and volume transformations, such as the relative strength index, moving averages,
regressions, inter-market and intra-market price correlations, business cycles, stock market cycles
or, classically, through recognition of chart patterns. Technical analysis is widely used among traders
and financial professionals and is very often used by active day traders, market makers and pit
traders. The risk associated with this type of analysis is that analysts use subjective judgment to
decide which pattern(s) a particular instrument reflects at a given time and what the interpretation
of that pattern should be.
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Investment Strategies We Use
We 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: The implementation of an investment strategy that attempts to balance risk versus
reward by adjusting the percentage of each asset in an investment portfolio according to the
investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle
that different assets perform differently in different market and economic conditions. A fundamental
justification for asset allocation is the notion that different asset classes offer returns that are not
perfectly correlated, hence diversification reduces the overall risk in terms of the variability of
returns for a given level of expected return. Although risk is reduced as long as correlations are not
perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation
and variance) that existed over some past period. Expectations for return are often derived in the
same way.
An asset class is a group of economic resources sharing similar characteristics, such as riskiness and
return. There are many types of assets that may or may not be included in an asset allocation strategy.
The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of
any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic,
foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally:
investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long-
term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these
three provides a starting point. Usually included are hybrid instruments such as convertible bonds
and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be
considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others.;
Commercial or residential real estate (also REITs); Collectibles such as art, coins, or stamps;
insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products,
etc.); derivatives such as long-short or market neutral strategies, collateralized debt, and futures;
foreign currency; venture capital; private equity; and/or distressed securities.
Fixed Income: Fixed income is a type of investing or budgeting style for which real return rates or
periodic income is received at regular intervals and at reasonably predictable levels. Fixed-income
investors are typically retired individuals who rely on their investments to provide a regular, stable
income stream. This demographic tends to invest heavily in fixed-income investments because of the
reliable returns they offer. Fixed-income investors who live on set amounts of periodically paid
income face the risk of inflation eroding their spending power.
Some examples of fixed-income investments include treasuries, money market instruments,
corporate bonds, asset-backed securities, municipal bonds and international bonds. The primary risk
associated with fixed-income investments is the borrower defaulting on his payment. Other
considerations include exchange rate risk for international bonds and interest rate risk for longer-
dated securities. The most common type of fixed-income security is a bond. Bonds are issued by
federal governments, local municipalities and major corporations. Fixed-income securities are
recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio
dedicated to fixed income depends on your own personal investment style. There is also an
opportunity to diversify the fixed-income component of a portfolio. Riskier fixed-income products,
such as junk bonds and longer-dated products, should comprise a lower percentage of your overall
portfolio.
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The interest payment on fixed-income securities is considered regular income and is determined
based on the creditworthiness of the borrower and current market rates. In general, bonds and fixed-
income securities with longer-dated maturities pay a higher rate, also referred to as the coupon rate,
because they are considered riskier. The longer the security is on the market, the more time it has to
lose its value and/or default. At the end of the bond term, or at bond maturity, the borrower returns
the amount borrowed, also referred to as the principal or par value.
Long-Term Purchases: When utilizing this strategy, we may purchase securities with the idea of
holding them for a relatively long time (typically held for at least a year). A risk in a long-term
purchase strategy is that by holding the security for this length of time, we may not take advantages
of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a
security may decline sharply in value before we make the decision to sell. Typically, we employ this
sub-strategy when we believe the securities to be well valued; and/or we want exposure to a
particular asset class over time, regardless of the current projection for this class. The potential risks
associated with this investment strategy involve a lower-than-expected return, for many years in a
row. Lower-than-expected returns that last for a long time and/or that are severe in nature would
have the impact of dramatically lowering the ending value of your portfolio, and thus could
significantly threaten your ability to meet financial goals.
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. The following are potential risks associated with the information disclosed above:
Capital Risk: Capital risk is one of the most basic, fundamental risks of investing; it is the risk that
you may lose 100% of your money. All investments carry some form of risk, and the loss of capital is
generally a risk for any investment instrument.
Company Risk: When investing in stock positions, there is always a certain level of company or
industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk
and can be reduced through appropriate diversification. There is the risk that the company will
perform poorly or have its value reduced based on factors specific to the company or its industry.
For example, if a company’s employees go on strike or the company receives unfavorable media
attention for its actions, the value of the company may be reduced.
Credit Risk: Credit risk can be a factor in situations where an investment’s performance relies on a
borrower’s repayment of borrowed funds. With credit risk, an investor can experience a loss or
unfavorable performance if a borrower does not repay the borrowed funds as expected or required.
Investment holdings that involve forms of indebtedness (i.e. borrowed funds) are subject to credit
risk.
Currency Risk: Fluctuations in the value of the currency in which your investment is denominated
may affect the value of your investment and thus, your investment may be worth more or less in the
future. All currency is subject to swings in valuation and thus, regardless of the currency
denomination of any particular investment you own, currency risk is a realistic risk measure. That
said, currency risk is generally a much larger factor for investment instruments denominated in
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currencies other than the most widely used currencies (U.S. dollar, British pound, German mark,
Euro, Japanese yen, French franc, etc.).
Economic Risk: The prevailing economic environment is important to the health of all businesses.
Some companies, however, are more sensitive to changes in the domestic or global economy than
others. These types of companies are often referred to as cyclical businesses. Countries in which a
large portion of businesses are in cyclical industries are thus also very economically sensitive and
carry a higher amount of economic risk. If an investment is issued by a party located in a country that
experiences wide swings from an economic standpoint or in situations where certain elements of an
investment instrument are hinged on dealings in such countries, the investment instrument will
generally be subject to a higher level of economic risk.
Financial Risk: Financial risk is represented by internal disruptions within an investment or the
issuer of an investment that can lead to unfavorable performance of the investment. Examples of
financial risk can be found in cases like Enron or many of the dot com companies that were caught
up in a period of extraordinary market valuations that were not based on solid financial footings of
the companies.
Fixed Income Securities Risk: Typically, the values of fixed-income securities change inversely with
prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk,
which is the risk that their value will generally decline as prevailing interest rates rise, which may
cause your account value to likewise decrease, and vice versa. How specific fixed income securities
may react to changes in interest rates will depend on the specific characteristics of each security.
Fixed-income securities are also subject to credit risk, prepayment risk, valuation risk, and liquidity
risk. Credit risk is the chance that a bond issuer will fail to pay interest and principal in a timely
manner, or that negative perceptions of the issuer’s ability to make such payments will cause the
price of a bond to decline.
Inflation Risk: Inflation risk involves the concern that in the future, your investment or proceeds
from your investment will not be worth what they are today. Throughout time, the prices of resources
and end-user products generally 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 what they are today. Said
another way, a dollar tomorrow will likely get you less than what it can today.
Interest Rate Risk: Certain investments involve the payment of a fixed or variable rate of interest to
the investment holder. Once an investor has acquired or has acquired the rights to an investment that
pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market
will affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing
interest rates in the market will have an inverse relationship to the value of existing, interest paying
investments. In other words, as interest rates move up, the value of an instrument paying a particular
rate (fixed or variable) of interest will go down. The reverse is generally true as well.
Legal/Regulatory Risk: Certain investments or the issuers of investments may be affected by
changes in state or federal laws or in the prevailing regulatory framework under which the
investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws
can affect the performance of certain investments or issuers of those investments and thus, can have
a negative impact on the overall performance of such investments.
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Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited
market in which they trade. Thus, you may experience the risk that your investment or assets within
your investment may not be able to be liquidated quickly, thus, extending the period of time by which
you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable
pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops
significantly) a particular investment and therefore, can have a negative impact on investment
returns.
Market Timing Risk: Market timing can include high risk of loss since it looks at an aggregate market
versus a specific security. Timing risk explains the potential for missing out on beneficial movements
in price due to an error in timing. This could cause harm to the value of an investor's portfolio because
of purchasing too high or selling too low.
Margin Risk: Our firm may recommend the use of margin in certain instances. This allows you to
purchase more stock than you would be able to with your available cash and allows us to purchase
securities without selling other holdings. Margin accounts and transactions are risky and not
necessarily appropriate for every client.
The potential risks associated with these transactions are (1) You can lose more funds than are
deposited into the margin account; (2) the forced sale of securities or other assets in your account;
(3) the sale of securities or other assets without contacting you; (4) you may not be entitled to choose
which securities or other assets in your account(s) are liquidated or sold to meet a margin call; and
(5) custodians charge interest on margin balances which will reduce your returns over time.
Options: An option is a financial derivative that represents a contract sold by one party (the option
writer) to another party (the option holder, or option buyer). The contract offers the buyer the right,
but not the obligation, to buy or sell a security or other financial asset at an agreed-upon price (the
strike price) during a certain period of time or on a specific date (exercise date). Options are
extremely versatile securities. Traders use options to speculate, which is a relatively risky practice,
while hedgers use options to reduce the risk of holding an asset. In terms of speculation, option
buyers and writers have conflicting views regarding the outlook on the performance of a:
• Call Option: Call options give the option to buy at certain price, so the buyer would want the
stock to go up. Conversely, the option writer needs to provide the underlying shares in the
event that the stock's market price exceeds the strike due to the contractual obligation. An
option writer who sells a call option believes that the underlying stock's price will drop
relative to the option's strike price during the life of the option, as that is how he will reap
maximum profit. This is exactly the opposite outlook of the option buyer. The buyer believes
that the underlying stock will rise; if this happens, the buyer will be able to acquire the stock
for a lower price and then sell it for a profit. However, if the underlying stock does not close
above the strike price on the expiration date, the option buyer would lose the premium paid
for the call option.
• Put Option: Put options give the option to sell at a certain price, so the buyer would want the
stock to go down. The opposite is true for put option writers. For example, a put option buyer
is bearish on the underlying stock and believes its market price will fall below the specified
strike price on or before a specified date. On the other hand, an option writer who sells a put
option believes the underlying stock's price will increase about a specified price on or before
the expiration date. If the underlying stock's price closes above the specified strike price on
the expiration date, the put option writer's maximum profit is achieved. Conversely, a put
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option holder would only benefit from a fall in the underlying stock's price below the strike
price. If the underlying stock's price falls below the strike price, the put option writer is
obligated to purchase shares of the underlying stock at the strike price.
The potential risks associated with these transactions are that (1) all options expire. The closer the
option gets to expiration, the quicker the premium in the option deteriorates; and (2) Prices can move
very quickly. Depending on factors such as time until expiration and the relationship of the stock
price to the option’s strike price, small movements in a stock can translate into big movements in the
underlying options.
Past Performance: Charting and technical analysis are often used interchangeably. Technical
analysis generally attempts to forecast an investment’s future potential by analyzing its past
performance and other related statistics. In particular, technical analysis often times involves an
evaluation of historical pricing and volume of a particular security for the purpose of forecasting
where future price and volume figures may go. As with any investment analysis method, technical
analysis runs the risk of not knowing the future and thus, investors should realize that even the most
diligent and thorough technical analysis cannot predict or guarantee the future performance of any
particular investment instrument or issuer thereof.
Description of Material, Significant or Unusual Risks
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 Asset
Management and Comprehensive Portfolio Management services, as applicable.
Item 9: Disciplinary Information
Neither our firm nor its management persons have been subject to any criminal or civil actions,
administrative proceedings or self-regulatory organization proceedings.
Item 10: Other Financial Industry Activities & Affiliations
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, commodity trading advisor, or an associated person of the foregoing entities. Our firm does
not recommend or select other investment advisers for our clients, nor does our firm receive
compensation from other investment advisers.
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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 demand 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.
In order to prevent conflicts of interest, our firm has established procedures for transactions effected by
our representatives for their personal accounts0F
1. To monitor compliance with our personal 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.
Related persons of our firm may buy or sell securities and other investments that are also
recommended to clients. 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. 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 or selling
the same securities prior to buying or selling for our clients in the same day unless included in a block
trade.
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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Item 12: Brokerage Practices
Custodians & Brokers Used
Our firm does not maintain custody of client assets (although our firm may be deemed to have
custody of client assets if given the authority to withdraw assets from client accounts. See Item 15
Custody, 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”), 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 instru
cted. 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
We seek to recommend a custodian/broker who will hold your assets and execute transactions on
terms that are overall most advantageous when compared to other available providers and their
services. We consider a wide range of factors, including, among others, these:
• Ability to maintain the confidentiality of trading intentions
• Timeliness of execution
• Timeliness and accuracy of trade confirmations
• Liquidity of the securities traded
• Willingness to commit capital
• Ability to place trades in difficult market environments
• Research services provided
• Ability to provide investment ideas
• Execution facilitation services provided
• Record keeping services provided
• Custody services provided
• Frequency and correction of trading errors
• Ability to access a variety of market venues
• Expertise as it relates to specific securities
• Financial condition
• Business reputation
With this in consideration, our firm has an arrangement with Charles Schwab & Co (Schwab). Schwab is
an independent SEC-registered broker-dealer. Schwab offers to independent investment Advisors
services which include custody of securities, trade execution, clearance and settlement of transactions.
Schwab may make certain research and brokerage services available at no additional cost to our firm
all of which qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange
Act of 1934.
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These services may be directly from independent research companies, as selected by our firm (within
specific parameters). Research products and services provided by Schwab may include research
reports on recommendations or other information about, particular companies or industries; economic
surveys, data and analyses; financial publications; portfolio evaluation services; financial database
software and services; computerized news and pricing services; quotation equipment for use in running
software used in investment decision-making; and other products or services that provide lawful and
appropriate assistance by Schwab to our firm in the performance of our investment decision-making
responsibilities.
We do not use client brokerage commissions to obtain research or other products or services. The
aforementioned research and brokerage services are used by our firm to manage accounts for which
we have investment discretion. Without this arrangement, our firm might be compelled to purchase
the same or similar services at our own expense.
As a result of receiving the services discussed above, we may have an incentive to continue to use or
expand the use of Schwab’s services. Our firm examined this potential conflict of interest when we chose
to enter into this relationship and we have determined that such relationships are in the best interest of
our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution.
Schwab charges brokerage commissions and transaction fees for effecting certain securities
transactions (i.e., transaction fees are charged for certain no-load mutual funds, commissions are
charged for debt securities transactions). Schwab enables us to obtain many no-load mutual funds
without transaction charges and other no-load funds at nominal transaction charges. Our custodial
commission rates are generally discounted from customary retail commission rates. However, the
commission and transaction fees charged by Schwab may be higher or lower than those charged by
other custodians and broker-dealers.
Our clients may pay a commission to Schwab that is higher than another qualified broker dealer might
charge to effect the same transaction where we determine in good faith that the commission is
reasonable in relation to the value of the brokerage and research services received In seeking best
execution, the determinative factor is not the lowest possible cost, but whether the transaction
represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s
services, including the value of research provided, execution capability, commission rates, and
responsiveness. Accordingly, although we will seek competitive rates, to the benefit of all clients, we
may not necessarily obtain the lowest possible commission rates for specific client account
transactions.
Investment research products and services that may be obtained by our firm will generally be used
to service all of our clients, a brokerage commission paid by a specific client may be used to pay for
research that is not used in managing that specific client’s account.
Our firm does not receive brokerage commissions for client referrals. Neither we nor any of our firm’s
related persons have discretionary authority in making the determination of the brokers with whom
orders for the purchase or sale of securities are placed for execution, and the commission rates at
which such securities transactions are effected. We routinely recommend that a client directs us to
execute through a specified broker-dealer. Our firm recommends the use of Schwab. Each client will
be requested to establish their account(s) with Schwab if not already done. Please note that not all
advisers have this requirement.
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Products and services available to us from Schwab
Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like
us. They provide us and our clients with access to their institutional brokerage services (trading,
custody, reporting, and related services), many of which are not typically available to Schwab retail
customers. However, certain retail investors may be able to get institutional brokerage services from
Schwab without going through us. Schwab also makes available various support services. Some of
those services help us manage or administer our clients’ accounts, while others help us manage and
grow our business. Schwab’s support services are generally available on an unsolicited basis (we
don’t have to request them) and at no charge to us. Following is a more detailed description of
Schwab’s support services:
Services that benefit you. 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 we might not otherwise have
access or that would require a significantly higher minimum initial investment by our clients.
Schwab’s services described in this paragraph generally benefit you and your account.
Services that do not directly benefit you. Schwab also makes available to us other products and
services that benefit us but do not directly benefit you or your account. These products and services
assist us in managing and administering our clients’ accounts and operating our firm. They include
investment research, both Schwab’s own and that of third parties. We use this research to service all
or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In
addition to investment research, Schwab also makes available software and other technology that:
• Provide access to client account data (such as duplicate trade confirmations and account
statements)
• Facilitate trade execution and allocate aggregated trade orders for multiple client accounts
• Provide pricing and other market data
• Facilitate payment of our fees from our clients’ accounts
• Assist with back-office functions, recordkeeping, and client reporting.
Services that generally benefit only us. Schwab also offers other services intended to help us
manage and further develop our business enterprise. These services include:
• Educational conferences and events
• Consulting on technology and business needs
• Consulting on legal and compliance related needs
• Publications and conferences on practice management and business succession
• Access to employee benefits providers, human capital consultants, and insurance providers
• Marketing consulting and support
• Recruiting and custodial search consulting.
Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors
to provide the services to us. Schwab also discounts or waives its fees for some of these services or
pays all or a part of a third party’s fees. [Schwab also provides us with other benefits, such as
occasional business entertainment of our personnel.] If you did not maintain your account with
Schwab, we would be required to pay for those services from our own resources. This creates an
incentive for us to recommend client’s hold their accounts with Schwab. To mitigate this conflict,
we will adhere to our fiduciary duty to place client interests ahead of our own.
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Our interest in Schwab’s services
The availability of these services from Schwab benefits us because we do not have to produce or
purchase them. We don’t have to pay for Schwab’s services. Schwab has also agreed to pay for certain
technology, research, marketing, and compliance consulting products and services on our behalf
[once the value of our clients’ assets in accounts at Schwab reaches certain thresholds]. [These
services are not contingent upon us committing any specific amount of business to Schwab in trading
commissions or assets in custody.] The fact that we receive these benefits from Schwab is an
incentive for us to [recommend/request/require] the use of Schwab rather than making such a
decision based exclusively on your interest in receiving the best value in custody services and the
most favorable execution of your transactions. This is a conflict of interest. [In some cases, the
services that Schwab pays for are provided by affiliate of ours or by another party that has some
pecuniary, financial or other interests in us (or in which we have such an interest). This creates an
in the aggregate our
interest.] We believe, however, that taken
additional conflict of
[selection/recommendation] of Schwab as custodian and broker is in the best interests of our clients.
Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How
we select brokers/ custodians”) and not Schwab’s services that benefit only us.
Soft Dollars
Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities
Exchange Act of 1934. The safe harbor research products and services obtained by our firm will
generally be used to service all our clients but not necessarily all at any one particular time.
Client Brokerage Commissions
Schwab does not make client brokerage commissions generated by client transactions available for
our firm’s use.
Client Transactions in Return for Soft Dollars
Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar
benefits.
Brokerage for Client Referrals
Our firm does not receive brokerage for client referrals.
Directed Brokerage
In certain instances, clients may seek to limit or restrict our discretionary authority in making the
determination of the brokers with whom orders for the purchase or sale of securities are placed for
execution, and the commission rates at which such securities transactions are effected. Clients may
seek to limit our authority in this area by directing those transactions (or some specified percentage
of transactions) be executed through specified brokers in return for portfolio evaluation or other
services deemed by the client to be of value. Any such client direction must be in writing (often
through our advisory agreement) and may contain a representation from the client that the
arrangement is permissible under its governing laws and documents if this is relevant.
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Our firm provides appropriate disclosure in writing to clients who direct trades to particular brokers,
that with respect to their directed trades, they will be treated as if they have retained the investment
discretion that our firm otherwise would have in selecting brokers to effect transactions and in
negotiating commissions and that such direction may adversely affect our ability to obtain best price
and execution. In addition, our firm will inform clients in writing that the trade orders may not be
aggregated with other clients’ orders and that direction of brokerage may hinder best execution.
Special Considerations for ERISA Clients
A retirement or ERISA plan client may direct all or part of portfolio transactions for its account
through a specific broker or dealer to obtain goods or services on behalf of the plan. Such direction
is permitted provided that the goods and services provided are reasonable expenses of the plan
incurred in the ordinary course of its business for which it otherwise would be obligated and
empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services
purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan
sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will
be for the exclusive benefit of the plan.
Client-Directed Brokerage
Our firm allows clients to direct brokerage outside our recommendation. Our firm may be unable to
achieve the most favorable execution of client transactions. Client directed brokerage may cost
clients more money. For example, in a directed brokerage account, clients may pay higher brokerage
commissions because our firm may not be able to aggregate orders to reduce transaction costs, or
clients may receive less favorable prices.
Aggregation of Purchase or Sale
Our firm provides investment management services for various clients. There are occasions on which
portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same
security for numerous accounts served by our firm, which involve accounts with similar investment
objectives. Although such concurrent authorizations potentially could be either advantageous or
disadvantageous to any one or more particular accounts, they are affected only when our firm believes
that to do so will be in the best interest of the effected accounts. When such concurrent authorizations
occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts
involved. In any given situation, our firm attempts to allocate trade executions in the most equitable
manner possible, taking into consideration client objectives, current asset allocation and availability of
funds using price averaging, proration and consistently non-arbitrary methods of allocation.
Item 13: Review of Accounts or Financial Plans
Our management personnel or financial advisors review accounts on at least an annual basis for our
Asset Management and Comprehensive Portfolio Management clients. The nature of these reviews is
to learn 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 Asset Management and Comprehensive Portfolio Management clients
are contacted. Our firm may review client accounts more frequently than described above. Among
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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 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.
Retirement Plan Consulting clients receive reviews of their retirement plans for the duration of the
service. Our firm also provides ongoing services where clients are met with upon their request to
discuss updates to their plans, changes in their circumstances, etc. Retirement Plan Consulting clients
do not receive written or verbal updated reports regarding their plans unless they choose to engage
our firm for ongoing services.
Item 14: Client Referrals & Other Compensation
Charles Schwab & Co.
We receive an economic benefit from Schwab in the form of the support products and services it
makes available to us and other independent investment advisors whose clients maintain their
accounts at Schwab. In addition, Schwab has also agreed to pay for certain products and services for
which we would otherwise have to pay once the value of our clients’ assets in accounts at Schwab
reaches a certain size. [In some cases, a recipient of such payments is an affiliate of ours or another
party which has some pecuniary, financial or other interests in us (or in which we have such an
interest).] You do not pay more for assets maintained at Schwab as a result of these arrangements.
However, we benefit from the arrangement because the cost of these services would otherwise be
borne directly by us. You should consider these conflicts of interest when selecting a custodian. The
products and services provided by Schwab, how they benefit us, and the related conflicts of interest
are described above (see Item 12—Brokerage Practices).
Referral Fees
Our firm does not pay referral fees (non-commission based) to independent solicitors (non-
registered representatives) for the referral of their clients to our firm in accordance with relevant
state statutes and rules.
Item 15: Custody
Our firm does not have custody of client funds or securities, except for in the case of Standing Letters
of Authorization as outlined below. All of our clients receive account statements directly from their
qualified custodians at least quarterly upon opening of an account. If our firm decides to also send
account statements to clients, such notice and account statements include a legend that recommends
that the client compare the account statements received from the qualified custodian with those
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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.
The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4) ‐2 (“Custody Rule”) under
the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody
Rule as well as clarified that an adviser who has the power to disburse client funds to a third party
under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has
adopted the following safeguards in conjunction with our custodian:
• 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
Clients have the option of providing our firm with investment discretion on their behalf, pursuant to
an executed investment advisory client agreement. 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. Our firm is not authorized to execute securities transactions,
determine which securities are bought and sold, and the total amount to be bought and sold without
the client’s prior permission. 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
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.
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Item 18: Financial Information
Our firm has never been the subject of a bankruptcy proceeding. Our firm is not required to provide
financial information in this Brochure because our firm does not require the prepayment of more
than $1,200 in fees when services cannot be rendered within 6 months and does not take custody of
client funds or securities.
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