View Document Text
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Item 1 – Cover Page
THE AMERIFLEX GROUP®, INC.
8475 W. Sunset Road
Suite 101
Las Vegas, Nevada 89113
Phone: (702) 987-9730
Website: https://theameriflexgroup.com/
August 18, 2025
This brochure (“brochure”) provides information about the qualifications and business practices
of The AmeriFlex Group®, Inc. (“AmeriFlex®”). If you have any questions about the contents of
this brochure, please contact us at the telephone number above. The information in this brochure
has not been approved or verified by the United States Securities and Exchange Commission
(“SEC”) or by any state securities authority.
is available on
the SEC’s website at
information about AmeriFlex®
Additional
www.adviserinfo.sec.gov. The searchable IARD/CRD number for AmeriFlex® is 305585.
Please note that the use of the term “registered investment advisor” 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 any brochure supplements (“brochure supplements”) for
more information on the qualifications of our firm and our associates.
i
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Item 2 – Material Changes
The purpose of this section is to discuss the material changes since the last annual update of the
AmeriFlex® brochure. This brochure replaces the prior annual update dated March 31, 2025 and
contains the following material changes:
• References to Osaic Wealth, Inc and its associated programs were replaced with
Cambridge Investment Research, Inc.
• Fee information related to AssetMark’s Advisor Managed Portfolios program were
updated.
• References regarding the AssetMark Business Transition Program were removed as they
•
were no longer applicable.
Information regarding an additional Cambridge platform, CMAP, utilized to provide
investment advisory services was included.
We will ensure that all current clients receive a Summary of Material Changes to this and
subsequent brochures within 120 days of the close of our fiscal year. A Summary of Material
Changes is also included with our brochure on the SEC’s website at www.adviserinfo.sec.gov.
The searchable IARD/CRD number for AmeriFlex® is set forth on the cover page of this brochure.
We may further provide other ongoing disclosure information about material changes as necessary
and will further provide you with a new brochure as necessary based on changes or new
information, at any time, without charge.
A copy of our firm brochure will be provided to you free of charge by contacting us at the telephone
number appearing on the cover page of this brochure.
ii
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Item 3 – Table of Contents
Page
Item 1 – Cover Page .......................................................................................................................................... i
Item 2 – Material Changes .............................................................................................................................. ii
Item 3 – Table of Contents ............................................................................................................................. iii
Item 4 – Advisory Business ............................................................................................................................ 1
Item 5 – Fees and Compensation ................................................................................................................... 8
Item 6 – Performance-Based Fees and Side-By-Side Management .................................................... 16
Item 7 – Types of Clients .............................................................................................................................. 16
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 17
Item 9 – Disciplinary Information ............................................................................................................... 21
Item 10 – Other Financial Industry Activities and Affiliations ............................................................ 21
Item 11 – Code of Ethics, Participation or Interest in Client Transaction & Personal Trading ..... 22
Item 12 – Brokerage Practices ..................................................................................................................... 24
Item 13 – Review of Accounts ..................................................................................................................... 27
Item 14 – Client Referrals and Other Compensation .............................................................................. 28
Item 15 – Custody........................................................................................................................................... 29
Item 16 – Investment Discretion ................................................................................................................. 30
Item 17 – Voting Client Securities .............................................................................................................. 30
Item 18 – Financial Information .................................................................................................................. 30
iii
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Item 4 – Advisory Business
A
The AmeriFlex Group®, Inc. (“AmeriFlex®”) is a Nevada corporation founded in 2019 by
its Chief Executive Officer, Thomas J. Goodson. The firm is registered as an investment
advisor with the SEC. Our principal offices are located in Las Vegas, Nevada.
The information contained in this brochure describes our investment advisory services,
practices, and fees. Please refer to the description of each investment advisory service listed
below for information on how we tailor our services to the needs of our clients. As used
throughout this firm brochure, the words “AmeriFlex®,” “firm,” “we,” “our,” and “us”
refer to The AmeriFlex Group®, Inc. and its investment advisor representatives (“IARs”),
and the words “you,” “your,” and “client” refer to you as either a client or prospective
client of our firm.
Our investment advisory services are coordinated and delivered through a network of
advisory affiliates (“Advisory Affiliates”), some of whom may conduct investment
advisory business under their own independently owned business entity name or trade
name. In these instances, the Advisory Affiliate’s business entity name, trade name and/or
logo will be used exclusively for marketing purposes, and the investment advisory services
you receive from the Advisory Affiliate will be provided through AmeriFlex®.
Specifically, the underlying financial advisors of each Advisory Affiliate are registered as
IARs of AmeriFlex®. The Advisory Affiliate’s underlying business entity is independently
owned and operated, not a registered investment advisor, and is not affiliated with
AmeriFlex®.
Prior to forming an investment advisor-client relationship, we may offer a complimentary
general consultation to discuss the nature of our service offerings and to determine the
possibility of a potential advisory relationship. Investment advisory services begin only
after the client and AmeriFlex® formalize their relationship in a written advisory
agreement.
B C We offer a variety of investment advisory services to clients. Our investment advice is
custom tailored according to each client’s unique investor profile.
As described in further detail below in this Item 4, clients may engage certain of
AmeriFlex®’s advisory services on either a discretionary or non-discretionary basis. Where
you elect to grant us discretionary authority, you authorize us to implement our investment
recommendations directly within your account without obtaining your specific consent
prior to each transaction. The full scope of our discretionary authority is set forth in a
written advisory agreement with the client. Where you elect to engage us on a non-
discretionary basis, you are free to accept or reject any of our investment recommendations
and we will only implement our investment recommendations within your account after
receiving your approval to do so. However, we will have the authority to periodically
rebalance your account to maintain the initially agreed upon asset allocation without your
consent. Please see Item 16 of this brochure for more information on our investment
discretion policy.
1
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Clients always have the ability to impose reasonable restrictions on our management of
their account(s), including the ability to instruct us not to purchase certain specific
securities, types of securities, industry sectors, and/or asset classes. All such requests must
be provided to us in writing. While we generally attempt to accommodate client account
restrictions, we reserve the right to reject such limitations if we determine that they would
frustrate our management of your account or where we otherwise determine they cannot
be reasonably accommodated for any other reason, in our sole discretion. We will advise
you promptly if we cannot accommodate your investment restrictions.
Our Advisory Affiliates may offer some or all of the following investment advisory
services:
Cambridge Managed Account Platform (“CMAP”) is an investment platform offered by
Cambridge Investment Research Advisors, Inc (“Cambridge”), a registered investment
adviser, that AmeriFlex® utilizes to provide investment advisory services to clients. Client
accounts established and maintained under this platform are cleared and custodied at NFS,
Pershing, Schwab Advisor Services, or through Fidelity Brokerage Services LLC on their
Fidelity Institutional Wealth Services (“FIWS”) platform. Investment advisory services
provided under this program are offered on a non-wrap fee basis.
When utilizing this investment platform, our Advisory Affiliates will utilize various
investment strategies which they’ve designed to address the investment needs and
objectives of clients. Clients are advised to communicate with your Advisory Affiliate for
further details about their investment strategies. Clients are further advised that investment
strategies and philosophies can vary by Advisory Affiliate. However, all Advisory
Affiliates will recommend strategies to each client based upon the that client’s specific
financial situation, goals, and needs.
WealthPort Wrap (“WealthPort”) is a wrap program sponsored by Cambridge.
AmeriFlex® participates, under a co-advisory relationship with Cambridge, in fee-based
services sponsored through Cambridge’s WealthPort Wrap Programs. The wrap fee
programs charge an inclusive fee, covering custodial, brokerage, and investment advisory
services. All clients placed in the WealthPort Wrap Program are provided with the
WealthPort Wrap Brochure before or at the time they enter the program.
Accounts are cleared and custodied at NFS, Pershing, Schwab Advisor Services, or through
Fidelity Brokerage Services LLC on their Fidelity Institutional Wealth Services (“FIWS”)
platform. The decision to use NFS, Pershing, Schwab, or FIWS is made in conjunction
with your Financial Professional. For WealthPort accounts custodied at NFS and Pershing,
Cambridge Investment Research, Inc. serves as the introducing broker-dealer.
The following information provides a brief summary of WealthPort Program options
available to AmeriFlex®.
Advisor-Directed Program: In the WealthPort Advisor-directed Program, AmeriFlex®
provides investment management services, defined as giving continuous investment advice
to you and makes investments based on your individual needs. Through the Program, we
2
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
investment recommendations and
are responsible for determining
implementing
transactions. We actively manage your account(s) in accordance with your individual
needs, objectives and risk tolerance.
CAAP® (Cambridge Asset Allocation Platform): Within the WealthPort CAAP®,
Cambridge has made arrangements with various strategists to provide consulting services
in connection with the creation of asset allocation models and the selection of portfolio
funds, ETFs, and/or Equities. The client’s investment objectives, financial situation, and
risk tolerance will be considered. Consultants and/or Portfolio Managers can select their
own proprietary funds to be held in a client’s portfolio, which creates a conflict of interest
in that they will receive a separate and duplicitous form of income from the client when
their own proprietary funds have been chosen for the client. CAAP strategists are not
affiliated with AmeriFlex® or Cambridge.
Unified Managed Account (UMA): The UMA program offers clients the ability to select
multiple CAAP® strategies in one account. The UMA holds the investments recommended
by each selected strategist in a separate sleeve. Proposal generation tools allow the client’s
investment advisory representative to customize the asset allocation models on an
individualized or generalized basis. Wherein the former allows for a tailored program while
the latter may suit larger groups of clients with similar financial needs. The investment
advisory representative is then responsible for further tailoring the chosen sleeves to meet
their client’s individual needs, ongoing due-diligence, rebalancing, and suitability needs as
the client’s own personal financial situation evolves over time.
All clients are provided with the WealthPort Wrap Brochure before or at the time the client
enters into this program. Advisory Representatives of AmeriFlex® who direct clients to
the WealthPort Wrap Program provide customized portfolio management solutions based
on a client’s individual circumstances, risk tolerance, investment objectives, and time
horizon on a discretionary basis. AmeriFlex® investment advisory representative will meet
with the client at least annually to review personal circumstances and investment objectives
and adjust the portfolio’s asset allocation as needed.
Third Party Money Manager Selection and Monitoring Services. We offer Third Party
Money Manager Selection and Monitoring Services that are tailored to your unique
financial profile. We will consult with you and review your overall financial circumstances
and determine an appropriate set of investment goals, your investment time horizon, and
level of risk tolerance. We will also inquire regarding any investment restrictions or
limitations you wish to place on the management of your account by any independent third
party money managers (each a “TPMM”) we may recommend to you. We will use the
information gathered during our consultation(s) to recommend appropriate TPMM(s) for
management of all or a portion of your investment portfolio. The particular TPMM(s)
recommended will depend on your financial circumstances, goals and objectives, desired
investment strategy, account size, risk tolerance, and/or other factors. Our IARs will work
collaboratively with each client to determine which TPMM(s) may be appropriate. The
Client always makes the final decision with respect to the engagement or termination of
any recommended TPMM(s).
3
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
AmeriFlex® (or a third party retained by AmeriFlex®) shall conduct due diligence on each
recommended TPMM prior to making a recommendation to the client. In its review of
prospective TPMM’s, AmeriFlex® shall consider among other factors, the prospective
TPMM’s fees and reputation, past performance, financial strength, management, and
reporting capabilities, in conjunction with the client’s financial profile. After such due
diligence is completed, the IAR shall present the client with his or her recommendations
to engage one or more TPMM(s) and arrange for the delivery of each recommended
TPMM’s firm brochure (typically in the form of Form ADV Part 2A) to the client. Clients
are encouraged to carefully read and understand this document and to address any
questions or concerns with us and/or the recommended TPMM(s) before engaging them
for advisory services.
If the client wishes to engage any of the recommended TPMM(s), the IAR shall serve as a
“co-advisor” to the client’s account together with the recommended TPMM(s). Under this
arrangement, the TPMM(s) will be granted discretionary authority to trade the client’s
account and shall be responsible for portfolio management, best execution, portfolio
reporting, trading, trade error resolution, and custodian reconciliations (all of which shall
be provided in accordance with the TPMM’s firm brochure). The IAR shall maintain an
ongoing advisory relationship with the client and act as a “manager of managers” on the
client’s behalf, monitoring the investment performance of the TPMM(s) engaged by client,
making recommendations regarding the termination or reallocation of assets between and
among TPMM(s), consulting with the client and the TPMM(s) periodically as required or
appropriate, and generally acting as the client’s primary advisor.
As a result of AmeriFlex® and the TPMM having different roles, the client shall typically
engage each in a separate written agreement. The client will enter a “Portfolio Management
Agreement” with AmeriFlex®. This agreement outlines the ongoing services to be provided
to the client by AmeriFlex® and the fees associated with those services. It will also allow
AmeriFlex® the ability to monitor performance of the TPMM(s) on behalf of the client.
The client will also sign a separate written advisory agreement with the selected TPMM(s)
that will detail its/their separate services and advisory fees.
Financial Planning and Consulting Services. We offer traditional Financial Planning and
Consulting Services that are tailored to assist our clients in the management of their
financial affairs based on the client’s unique financial situation and assets, risk profile,
investment time horizon, and investment goals. These services may encompass advice
regarding, without limitation, some or all of the following financial topics:
• Cash Flow and Debt;
Analysis/Budgeting;
• Major Purchase Planning and Advice;
• Executive Compensation
Optimization;
• Stock Option Analysis;
• Wealth Management, Asset
• Asset Protection Strategies;
• Insurance Coverage/Planning Analysis;
• Business Succession/Multi-
Generational Planning;
Allocation, and Investment Portfolio
Review;
• Marriage and Divorce Transition
• Retirement and Educational Funding;
• Retirement Income Planning;
4
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Planning;
• Estate Planning;
• Tax Mitigation Strategies;
• Charitable Giving; and
• Estate Settlement.
Our written financial plans typically include general recommendations for a course of
activity or specific actions to be taken by the client with respect to the covered financial
topics. For example, recommendations may be made that the client begin or revise certain
investment programs, create or revise wills or trusts, obtain or revise insurance coverage,
commence or alter retirement savings, or establish education savings or charitable giving
programs. The client is provided with a written summary of their financial situation, our
observations, and financial planning recommendations. For topic specific consulting
engagements, we will provide the client with a shorter written report or checklist
summarizing our observations and recommended actions for the client to address the
selected financial topics.
Our Financial Planning and Consulting Services are provided to you on a non-
discretionary basis – you always retain the sole discretion to accept or reject our investment
recommendations, in whole or in part – and the responsibility to implement such
recommendations utilizing the service providers of your choice. Unless otherwise agreed,
the client is solely responsible for the monitoring of the client’s investments under this
service. The client is never under any obligation to use AmeriFlex® or any of its
representatives to implement any of the financial planning and consulting advice provided.
Our Financial Planning and Consulting Services may include recommendations that the
client engage certain third-party professionals, for example, attorneys, accountants, and
insurance agents. We do not provide you with any legal, tax, or accounting advice, opinions
or documents. We are not liable for the acts, errors or omissions of any recommended third-
party providers and do not receive any compensation in connection with referring our
clients to any third-party providers.
Our Financial Planning and Consulting Services are available either on an annual (retainer)
basis or on a one-time (per project) basis. For annual financial planning engagements, we
will deliver an initial written financial plan and meet with the client at least once annually
thereafter to review the plan, track the client’s progress towards his or her financial goals,
and update the plan accordingly. For one-time financial planning/topical consulting
engagements, the client may select a discrete financial topic or topics upon which they
would like to receive our financial advice. Once the written financial report or checklist
covering the selected topics is delivered to the client, the engagement is concluded and no
further update or review of the financial report or checklist is provided unless specifically
requested by the client, subject to the client’s payment of additional fees.
One-time Financial Planning and Consulting Services engagements are typically
completed within six (6) months of your engagement of our services, assuming that all the
information and documents we request from the client are provided to us promptly.
Non-Discretionary Advisory Services. We offer Non-Discretionary Advisory Services
that are tailored to assist our clients in the management of their financial accounts and
5
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
affairs. Our Non-Discretionary Advisory Services are offered on a one-time, ongoing, or
periodic basis and include the following offerings:
•
Investment Portfolio Monitoring: We will periodically monitor your portfolio(s)
and provide investment advice on a non-discretionary basis to you via telephone,
e-mail, and/or in-person. Investment advice may cover recommendations for asset
allocation, investment portfolio construction, investment selection, investment
advisor retention, or other services as selected by the client
• Financial Consulting: We will assist you in determining your personal financial
goals and objectives and offer our recommendations regarding the allocation of
your present financial resources among different types of assets.
• Review of Accounts: We will perform an annual review and consultation of
selected investment accounts and recommend appropriate changes to your
investments and recommendations for implementation of such proposed changes.
• Securities Research: We will perform investment research and provide advice with
respect to specific securities, industries, or market sectors as specified by the client.
Our Non-Discretionary Advisory Services may include recommendations that the client
engage certain third-party professionals, for example, attorneys, accountants, and
insurance agents. We do not provide you with any legal, tax, or accounting advice, opinions
or documents. We are not liable for the acts, errors or omissions of any recommended third-
party providers and do not receive any compensation in connection with referring our
clients to any third-party providers.
Retirement Plan Consulting Services. We offer Retirement Plan Consulting Services to
employee benefit plans (each a “Plan”) and their fiduciaries based upon the needs of the
Plan and the services requested by the plan sponsor or named fiduciary. At the client’s
option and depending on the client’s needs, we can be engaged for these services on a
discretionary or non-discretionary basis. Our IARs do not provide legal, tax, accounting or
actuarial advice of any kind as part of these services. It is the Plan’s responsibility to ensure
that the Plan’s investment policy statement (“IPS”) and asset allocation choices comply
with any legal, actuarial or other requirements that apply to the Plan and that the Plan meets
tax qualification requirements.
Our Retirement Plan Consulting Services are customized to suit the client, and may include
some or all of the following, at the client’s election: discretionary investment management
services, non-discretionary investment advice to the Plan and/or its participants; IPS
development assistance; plan menu design; review/selection of qualified default
investment alternatives;
investment alternatives,
review/selection of designated
recommendation and monitoring of investment options; evaluation of company stock (as
an investment option); plan investment objective review; investment monitoring and
reporting; plan design analysis; evaluation of service providers and preparation of requests
for service; contract negotiation support; ongoing plan operation support; benchmarking
studies and reviews; service provider monitoring; service provider transition/plan
conversion support; participant education and communication strategy; employee
education meetings; group and individual enrollment meetings; participant phone and e-
6
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
mail support; delivery of plan communications; review of plan progress against education
strategy goals; fiduciary education services to plan committee; attendance and support for
plan committee meetings; review of plan committee governance and structure; review of
Employee Retirement Income Securities Act of 1974 (“ERISA”) compliance; review of
bonding and insurance coverage; and development and maintenance of plan fiduciary file.
NOTE: Certain plans/clients that we may provide services to are regulated under ERISA.
We will provide Retirement Plan Consulting Services to the plan sponsor and/or fiduciaries
as described above for the fees set forth in Item 5 of this brochure. The consulting services
we provide are advisory and may be either discretionary or non-discretionary in nature. In
providing services to any Plan and its underlying participants, our status is that of an
investment advisor registered with the SEC. We are not subject to any disqualifications
under Section 411 of ERISA. In performing fiduciary services for the client, if any, we are
acting as a “fiduciary” of the plan as defined in Section 3(21) under ERISA, and in certain
instances, as an “investment manager” as defined in Section 3(38) under ERISA. In all
cases, our status under ERISA is clearly disclosed in a written advisory agreement. If there
is any discrepancy between the disclosures in this paragraph and the agreement, the
agreement shall govern.
D
Wrap Fee Programs. The WealthPort Programs are offered as wrap fee programs, wherein
no separate transactions charges apply and a single fee is paid to cover the costs of our
advisory services and the transactions in your account. For further details related to the
nature of the services and fees associated with participation in the WealthPort Programs,
please see the separate written brochures related to each prepared by the WealthPort
Program’s sponsor, Cambridge. We will provide copies of these separate brochure(s) to
you prior to or concurrent with your enrollment in any of the WealthPort Programs. Please
read each applicable brochure thoroughly before investing. You may contact us or
Cambridge if you have any questions regarding the WealthPort Programs.
Types of Investments Recommended. While we do not recommend one particular type of
investment or asset class over any other, we primarily advise our clients regarding
investments in equity securities (stocks), mutual funds, ETFs, REITs, corporate debt
securities (bonds), and variable products (life insurance and annuities), and the engagement
of suitable TPMMs and/or Program Managers (in the context of the WealthPort Programs).
Depending on the client’s financial circumstances, our investment advice may also concern
other instruments, including, without limitation, options on equity securities, municipal
securities, exchange traded notes, money market accounts, and U.S. government securities,
among others. We may also provide advice on any type of “legacy investments” held in
the client’s portfolio at the inception of our advisory relationship.
Cash holdings are at times utilized within IARs’ investment strategies for clients with
generally more conservative investor profiles where securities, bonds, or other investment
choices may not be appropriate. Cash holdings are also typically utilized within IARs’
active/tactical investment management strategies for temporary liquidity purposes until an
appropriate security position(s) can be identified and purchased.
7
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Please see Item 8 of this brochure or a description of the investment strategies we typically
implement in client accounts.
E
Assets Under Management. As of December 2024, we managed approximately
$2,972,425,012 of client assets on a non-discretionary basis and $6,383,388,259 of client
assets on a discretionary basis.
Item 5 – Fees and Compensation
A B Fees for Cambridge Managed Account Platform Accounts. We offer CMAP accounts on a
non-wrap fee basis meaning that advisory fees we charge are separate from charges
associated with clients’ accounts custodied at NFS, Pershing, Schwab Advisor Services, or
through Fidelity Brokerage Services LLC on their FIWS platform. For more information
on any custodial account charges, please refer to the custodian’s account establishment
documentation.
Each of our IARs negotiates his or her own account fee schedule. Fees are charged on a
monthly or quarterly basis, in advance or in arrears, based upon a percentage of the market
value of the assets, including cash holdings, held in your account as of the last business
day of the preceding calendar month or quarter. Your account fees are negotiable and will
be debited from your account held at the custodian. If you terminate your relationship with
us, you will be entitled to a pro-rata refund of any pre-paid fees based upon the number of
days remaining after the date upon which the notice of termination is received. Please refer
to the advisory agreement that you sign with your Advisor Affiliate for these details.
Mutual funds and ETFs invested in your account have their own internal fees which are
separate and in addition to the advisory fees paid to our firm. For more information on
these fees, please see the applicable fund prospectus.
Fees for Advisor Managed Portfolios Accounts. We offer Advisor Managed Portfolios as
an account where no separate transactions charges apply and a single fee is paid for all
advisory services and transactions (“Wrap Account”).
You will pay our firm a monthly or quarterly account fee, in advance or in arrears, based
upon a percentage of the market value of the assets, including cash holdings, held in your
account as of the last business day of the preceding calendar month or quarter. Your
account fees are negotiable and will be debited from your account held at the custodian. If
you terminate your participation in this program, you will be entitled to a pro-rata refund
of any pre-paid fees based upon the number of days remaining after the date upon which
the notice of termination is received. Additionally, clients with Advisor Managed
Portfolios Accounts on the AssetMark platform will also be responsible for the AssetMark
platform fee. For more information on this fee, see the AssetMark disclosure documents.
Each of our IARs negotiates his or her own account fee schedule with respect to the
Advisor Managed Portfolios.
8
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Mutual funds and ETFs invested in your Advisor Managed Portfolios account have their
own internal fees which are separate and in addition to the program account fees paid to
our firm. For more information on these fees, see the applicable fund prospectus.
Some mutual fund fees include 12b-1 fees which are internal distribution fees assessed by
the fund, all or a portion of which are paid to the distributor(s) of such mutual funds. Our
firm and your IAR do not retain 12b-1 fees paid by mutual funds.
Fees for CAAP® and UMA. We offer CAAP® and UMA Portfolios as accounts where no
separate transactions charges apply and a single fee is paid for all advisory services and
transactions (e.g., a Wrap Account).
You will pay a monthly or quarterly account fee, in advance or in arrears, based upon a
percentage of the market value of the assets held in your account as of the last business day
of the preceding calendar month or quarter. Your account fees are negotiable and will be
debited from your account by the custodian. If you terminate your participation in this
program, you will be entitled to a pro rata refund of any pre-paid fees based upon the
number of days remaining after the date upon which the notice of termination is received.
Each of our IARs negotiates his or her own account fee schedule for these WealthPort
Programs.
The account fees paid by the client include portions paid to your IAR (“Advisor Fees”), as
well as to our firm, the custodian, Cambridge (“Platform Fee”), and the Program
Manager(s) selected (“Program Fees”). Advisor Fees are set independently regardless of
the Program Manager(s) selected. Mutual funds and ETFs invested in the account also have
their own internal fees (“internal fund expenses”) which are separate and distinct from the
program account fees (for more information on these fees, see the applicable fund
prospectus).
Since fees billed to your WealthPort Program account(s) are comprised of Program fees,
Platform fees, and Advisor fees, your IAR has an incentive to recommend this WealthPort
Program and select Program Managers with lower program fees in order to increase the
portion of the account fees retained by the IAR. You and your IAR should consider this
conflict of interest and the overall program fees and expenses, including internal fund
expenses, when selecting Program Managers and other portfolio investments within this
investment program.
For complete fee and termination details, including account fee schedule guidelines, please
see the separate written brochure(s) related to these investment programs prepared by the
WealthPort Program’s sponsor, Cambridge. We will provide this separate brochure to you
prior to or concurrent with your enrollment either of these investment programs. Please
investing.
read
it
thoroughly
before
Fees for Third Party Money Manager Selection and Monitoring Services. Advisory fees
for these services consist of an annual account fee calculated as a percentage of the market
value of the client’s assets under management as determined by the custodian. You will
9
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
pay the account fee quarterly or monthly, in advance, based upon the market value of the
assets held in your account as of the last business day of the preceding period. If you
terminate your participation in this program, you will be entitled to a pro rata refund of any
pre-paid fees based upon the number of days remaining in the period after the date upon
which the notice of termination is received.
The annual fee consists of two components: (1) the IAR’s advisory fee and (2) an advisory
fee paid to the selected TPMM(s). Each of our IARs negotiates his or her own fee schedule
with respect to the first component of the annual fee, which typically ranges between 0.25%
and 1.25% per year. The TPMM’s selected by the client independently determine the
amount and payment terms of the second component of the annual fee. Depending on the
TPMM(s) selected by the client, the TPMM portion of the fee may be represented on the
client account statement as one line item or two separate line items distinguishing the fee
being paid to the TPMM and the fee being paid to the IAR. The advisory fee will be
deducted from the client’s account which is established at the preferred custodian of the
selected TPMM(s). TPMM fees for services provided (which may include a supervisory
or administrative fee remitted back to the IAR’s associated broker-dealer), their payment
structure, termination provisions and other aspects of the TPMM’s investment advisory
program are detailed and disclosed in the TPMM’s disclosure documents, which include,
without limitation, the TPMM’s Form ADV Part 2A and/or any associated wrap fee
brochure(s), the TPMM’s separate advisory agreement with the client, the TPMM’s
account opening documents, and/or those of the TPMM’s recommended account
custodian.
Where the client engages only a single TPMM, agreements for Third Party Money
Manager Selection and Monitoring Services terminate upon the termination of the
underlying advisory agreement executed by the client and the sole underlying TPMM.
Where multiple TPMM(s) are engaged, the termination of any individual TPMM, so long
as at least one TPMM engagement is still active, will not terminate our services to the
client. The client may terminate our services within five (5) business days of execution of
an advisory agreement, without cost or penalty. If you terminate your participation in this
program, you will be entitled to a pro rata refund of any pre-paid fees based upon the
number of days remaining in the period after the date upon which the notice of termination
is received. Termination provisions relating to the services of any TPMM(s) are set forth
in their separate advisory agreement with the client.
Fees for Financial Planning Services. Our IARs charge fixed fees (typically ranging from
$500-$10,000) and/or hourly fees (typically ranging from $50-$300 per hour) for Financial
Planning and Consulting Services. The amount of any fixed fee or the hourly fee rate
applicable to your engagement is determined prior to the commencement of services based
on the IAR’s expectation of the complexity, time, research, and resources required to
complete the requested financial planning services. Fixed fees must be paid in full at the
commencement of our relationship or in periodic installments as set forth in the written
financial planning or consulting agreement with the client. Hourly fees are invoiced to the
client and paid in full upon delivery of the written financial plan, report or checklist.
10
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Financial Planning and Consulting Services engagements may be terminated by the client
within five (5) days of the execution of a written agreement for services, without cost or
penalty. Thereafter, such engagements may be terminated at any time by either party, on
thirty (30) days’ written notice to the non-terminating party. In the event of such
termination, we shall be compensated with a pro-rated portion of the agreed upon fees
based upon either the hours actually billed for hourly billing arrangements or, in the case
of fixed fee arrangements, based upon our good faith determination (which shall be
conclusive and binding) of the total percentage of work completed at the time of
termination. Any excess pre-paid fees will be returned to the client. Any fees incurred but
not yet billed shall be immediately due and payable to our firm.
Our advisory fees for Financial Planning and Consulting Services are generally negotiable
and individual clients may enter fee arrangements with us that are materially different from
those described above.
Fees for Non-Discretionary Advisory Services. Our IARs charge fixed fees (typically
ranging from $500-$10,000) and/or hourly fees (typically ranging from $50-$300 per hour)
for Non-Discretionary Advisory Services. The amount of any fixed fee or the hourly fee
rate applicable to your engagement is determined prior to the commencement of services
based on the IAR’s expectation of the complexity, time, research, and resources required
to complete the requested services. Fixed fees must be paid in full at the commencement
of our relationship or in periodic installments as set forth in the written financial planning
or consulting agreement with the client. Hourly fees are invoiced to the client and paid in
full upon completion of the applicable service.
Non-Discretionary Advisory Services engagements may be terminated by the client within
five (5) days of the execution of a written agreement for services, without cost or penalty.
Thereafter, such engagements may be terminated at any time by either party, on thirty (30)
days’ written notice to the non-terminating party. In the event of such termination, we shall
be compensated with a pro-rated portion of the agreed upon fees based upon either the
hours actually billed for hourly billing arrangements or, in the case of fixed fee
arrangements, based upon our good faith determination (which shall be conclusive and
binding) of the total percentage of work completed at the time of termination. Any excess
pre-paid fees will be returned to the client. Any fees incurred but not yet billed shall be
immediately due and payable to our firm.
Our advisory fees for Non-Discretionary Advisory Services are generally negotiable and
individual clients may enter fee arrangements with us that are materially different from
those described above.
Fees for Retirement Plan Consulting Services. Advisory fees for Retirement Plan
Consulting Services typically consist of either fixed annual fees or annual fees calculated
as a percentage of the market value of the client’s assets under management (typically
ranging from 0.50% to 2.00% per year). Unless otherwise agreed, all such fees are payable
quarterly, in arrears, from Plan assets and due thirty (30) days from the date of our delivery
of an invoice (end of the quarter) to the client. This fee does not include certain indirect
compensation that maybe received by the servicing IAR, including promoter’s fees
11
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
received from third party money managers in connection with non-fiduciary services (if
applicable) and/or 12b-1 fees, revenue sharing or other firms of indirect compensation in
connection with mutual fund investments allowable under applicable authority, as
disclosed on the following website https://www.joincambridge.com/investors/cambridge-
disclosures/ and in the written agreement entered with the client.
Retirement Plan Consulting Services engagements may be terminated by the client within
five (5) days of the execution of a written agreement for services, without cost or penalty.
Thereafter, such engagements may be terminated at any time by either party, on thirty (30)
days’ written notice to the non-terminating party. In the event of such termination, we will
deliver a final billing statement to the Plan for payment of fees for unbilled work performed
prior to termination and reimbursement of expenses incurred through the effective date of
termination, and the Plan will have a period of thirty (30) days within which to deliver
payment. Any unearned fees will be refunded to the client.
Our advisory fees for Retirement Plan Consulting Services are generally negotiable and
individual clients may enter fee arrangements with us that are materially different from
those described above.
C
Additional Fees and Expenses. As part of our investment advisory services, we may
recommend that you invest in mutual funds, ETFs, real estate investment trusts (“REITs”),
variable products, and/or separately managed accounts managed directly by TPMMs. The
fees that you pay to our firm are separate and distinct from the internal management fees
and other expenses that may be charged to you by mutual funds, ETFs, REITs, variable
products, and/or TPMMs. Except for Wrap Accounts, you will also pay the custodian of
your account transaction charges, custodial, and/or brokerage fees and commissions, mark-
ups and mark-downs, spreads paid to market makers, wire transfer fees and other fees and
taxes associated with activity in your account. To fully understand the total cost you will
incur you should review the prospectus of each mutual fund, ETF, REIT, variable product,
and/or TPMM advisory program in which you are invested and the contractual
arrangement with the custodian of your account. For information on our brokerage
practices, please refer to Item 12 of this brochure
While we believe our advisory fees to be reasonable for the services provided, you are
advised that lower fees for comparable services may be available from other sources.
NOTE REGARDING WRAP ACCOUNT PROGRAMS: For Wrap Accounts, the fees for
transactions executed in your account and fees charged by any Program Manager are
included in your quarterly account fee. As a result, we may charge you a higher quarterly
account fee for a Wrap Account than a Non-Wrap account with separate advisory fees and
transaction charges. Please consider that depending upon the level of the wrap fee charges,
the amount of portfolio activity in the account, the value of services that are provided under
the investment program, and other factors, the wrap fee may or may not exceed the
aggregate cost of services if they were to be provided separately. Generally, wrap programs
are relatively less expensive for actively traded accounts. However, they may result in
higher overall costs to the client in accounts that experience little trading activity.
12
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
The Wrap Fee structure of certain WealthPort Programs may create an incentive for our
IARs to trade your account less often or to invest your account in certain securities where
transaction charges may be waived or reduced by the clearing firm or product sponsor.
This creates a conflict of interest that you should consider when agreeing to participate in
any of the WealthPort Programs.
Our termination policies are described above in this Item 5.
D
E
Compensation for Sale of Securities. Most, if not all, of AmeriFlex®’s IARs are
concurrently registered as “registered representatives” of Cambridge Investment Research,
Inc (“Cambridge”), a registered broker/dealer, member of the Financial Industry
Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation
(“SIPC”) (each a “Dually Registered Person”). Cambridge is not otherwise affiliated with
our firm. Clients can enter into a separate commission-based arrangement with such
individuals (but not with AmeriFlex® directly) and Cambridge for securities brokerage
services (a “Brokerage Arrangement”). Investments made through the Brokerage
Relationship may be separate from the advisory services we provide to you, and therefore,
AmeriFlex® does not have a fiduciary duty over such Brokerage Relationship
recommendations.
Under the foregoing arrangement, these Dually Registered Persons, acting in their capacity
as registered representatives of Cambridge, may receive commissions, ongoing distribution
fees (i.e., trails), and other compensation based on sales of securities to clients. This creates
a conflict of interest insofar as such Dually Registered Persons may have a financial
incentive to sell securities to clients for which they may collect commissions. Alternatively,
they may have an incentive to forego providing you with advisory services when
appropriate, and instead recommend the purchase of commissionable investments, if they
deem that the payout for recommending the purchase of these investments would be higher
than providing management advice on these products for an advisory fee. Clients are
advised that fees paid to AmeriFlex® for investment advisory services are separate and
distinct from the commissions and/or other forms of compensation that may be earned by
any Dually Registered Persons for selling securities products to clients through Cambridge.
The receipt of securities related commissions by an individual associated with the firm
presents a conflict of interest. As fiduciaries we must act primarily for the benefit of our
investment advisory clients. As such, we will only transact securities related business with
clients when fully disclosed, suitable, and appropriate. Further, we must determine in good
faith that any commissions paid to our representatives and affiliates are appropriate. Clients
are informed that they are under no obligation to use any individual associated with our
firm for the purchase of securities products or services. Clients may use any broker-dealer
they choose for purchase of these products and services. We encourage you to ask us about
the conflicts of interest presented by the dual registration of our IARs.
Compensation for Sale of Insurance Products. Certain of our Advisory Affiliates are
licensed insurance agencies and/or some of our IARs are independently licensed on an
individual basis to sell insurance in one or more states acting as direct agent representatives
of a specific insurance company or companies. Insurance related business is transacted
13
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
with advisory clients and licensed individuals may receive commissions from insurance
products sold to clients. Clients are advised that the fees paid to AmeriFlex® for investment
advisory services are separate and distinct from the commissions earned by any individual
(or insurance agency) for selling insurance products to clients. If requested by a client, we
will disclose the amount of commissions expected to be paid.
The receipt of insurance related commissions by any individual or Advisory Affiliate
associated with AmeriFlex® presents a conflict of interest. As fiduciaries we must act
primarily for the benefit of our investment advisory clients. As such, we will only transact
insurance related business with clients when fully disclosed, suitable, and appropriate.
Further, we must determine in good faith that any commissions paid to our representatives
and affiliates are appropriate. Clients are informed that they are under no obligation to use
any individual associated with our firm for the purchase of insurance products or services.
Clients may use any insurance firm or agent they choose for purchase of these products
and services. We encourage you to ask us about the conflicts of interest presented by the
insurance licensure of our Advisory Affiliates and IARs.
Cambridge Incentive Compensation. Cambridge has an incentive compensation program
which incentivizes AmeriFlex® and Dually Registered Persons on new assets that are
brought into the WealthPort program. Compensation will be calculated as a percentage of
the AUM added above a certain minimum by AmeriFlex® and each Dually Registered
Person to the WealthPort program and paid in the form of a forgivable loan. Acceptance
of this incentive compensation creates a potential conflict of interest because AmeriFlex®
and Dually Registered Persons are incentivized to direct client assets to the WealthPort
program through Cambridge rather than utilizing other managers, programs, or firms that
may be more beneficial to clients. To mitigate this conflict, we acknowledge that we are
fiduciaries to our investment advisory clients. As fiduciaries we must act first and foremost
for the benefit of our investment advisory clients. As such, we are expected to only provide
recommendations and transact securities related business with clients when fully disclosed,
suitable, and appropriate. We encourage you to ask us about the conflicts of interest
presented by these incentive compensation programs that are available to our Advisory
Affiliates and IARs.
Individual Retirement Account Rollover Disclosure. As part of our investment advisory
services to you, we may recommend that you roll assets from your employer’s retirement
plan, such as a 401(k), 457, or ERISA 403(b) account (collectively, a “Plan Account”), to
an individual retirement account, such as a SIMPLE IRA, SEP IRA, Traditional IRA, or
Roth IRA (collectively, an “IRA Account”) that we will manage on your behalf. We may
also recommend rollovers from IRA Accounts to Plan Accounts, from Plan Accounts to
Plan Accounts, and from IRA Accounts to IRA Accounts. When we provide any of the
foregoing rollover recommendations we are acting as fiduciaries within the meaning of
Title I of the ERISA and/or the Internal Revenue Code (“IRC”), as applicable, which are
laws governing retirement accounts.
If you elect to roll the assets to an IRA that is subject to our management, we will charge
you an asset-based fee as set forth in the advisory agreement you executed with our firm.
This creates a conflict of interest because it creates a financial incentive for our firm to
14
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
recommend the rollover to you (i.e., receipt of additional fee-based compensation). You
are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if
you do complete the rollover, you are under no obligation to have the assets in an IRA
managed by our firm. Due to the foregoing conflict of interest, when we make rollover
recommendations, we operate under a special rule that requires us to act in your best
interests and not put our interests ahead of yours.
Under this special rule’s provisions, we must:
meet a professional standard of care when making investment recommendations
(give prudent advice);
never put our financial interests ahead of yours when making recommendations
(give loyal advice);
avoid misleading statements about conflicts of interest, fees, and investments;
follow policies and procedures designed to ensure that we give advice that is in
your best interests;
charge no more than a reasonable fee for our services; and
give you basic information about conflicts of interest.
Many employers permit former employees to keep their retirement assets in their company
plan. Also, current employees can sometimes move assets out of their company plan before
they retire or change jobs. In determining whether to complete the rollover to an IRA, and
to the extent the following options are available, you should consider the costs and benefits
of a rollover.
Note that an employee will typically have four options in this situation:
1. leaving the funds in your employer’s (former employer’s) plan;
2. moving the funds to a new employer’s retirement plan;
3. cashing out and taking a taxable distribution from the plan; or
4. rolling the funds into an IRA rollover account.
Each of these options has positives and negatives. Because of that, along with the
importance of understanding the differences between these types of accounts, we will
provide you with a written explanation of the advantages and disadvantages of both account
types and the basis for our belief that the rollover transaction we recommend is in your best
interests.
As an alternative to providing you with a rollover recommendation, we may instead take
an entirely educational approach in accordance with the U.S. Department of Labor’s
Interpretive Bulletin 96-1. Under this approach, our role will be limited only to providing
you with general educational materials regarding the pros and cons of rollover transactions.
We may make no recommendation to you regarding the prospective rollover of your assets
and you are advised to speak with your trusted tax and legal advisors with respect to
rollover decisions. As part of this educational approach, we will provide you with materials
discussing some or all of the following topics: the general pros and cons of rollover
transactions; the benefits of retirement plan participation; the impact of pre-retirement
15
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
withdrawals on retirement income; the investment options available inside your Plan
Account; and high level discussion of general investment concepts (e.g., risk versus return,
the benefits of diversification and asset allocation, historical returns of certain asset classes,
etc.). We may also provide you with questionnaires and/or interactive investment materials
that may provide a means for you to independently determine your future retirement
income needs and to assess the impact of different asset allocations on your retirement
income. You will make the final rollover decision.
Item 6 – Performance-Based Fees and Side-By-Side Management
We do not charge any performance-based fees for our services or engage in side-by-side
management of accounts.
AmeriFlex®, its employees, staff, and its IARs (collectively, “Associated Persons”) may manage
accounts which belong either to themselves, individually, or to their family or their affiliates
(collectively, “Proprietary Accounts”) while simultaneously managing client accounts. It is
possible that orders for Proprietary Accounts may be entered opposite to orders for client accounts,
pursuant to, for instance, a neutral allocation system, a different trading strategy, or trading at a
different risk level. The management of any Proprietary Account is subject to our Code of Ethics
and the duty of our firm and its Associated Persons to exercise good faith and fairness in all matters
affecting client accounts.
Item 7 – Types of Clients
We typically provide investment advice to individuals, high net worth individuals, pension and
profit sharing plans and their participants, corporations and other business entities. Because each
client is unique, they must be willing to be involved in the planning and ongoing processes of our
management of their account. Such involvement does not have to be time consuming, however we
want our clients to remain informed and have a sense of security about their investments.
The WealthPort Programs may require that you meet certain minimum account size and/or fee
requirements to open or maintain an advisory account. For further details related to these
requirements, please see the separate written brochures related to each prepared by the WealthPort
Program’s sponsor, Cambridge.
While we generally do not require any minimum account size to engage our Third Party Money
Manager Selection and Monitoring Services, certain TPMMs we may recommend to you under
this program may have account opening minimums, account maintenance requirements, and/or
minimum fee requirements. These minimums are generally non-negotiable and out outside of our
control. Please consult the disclosure brochure of the recommended TPMM for more information
on any account opening or minimum fee requirements.
There is no minimum opening account size or fee in connection with our Financial Planning and
Consulting Services, Non-Discretionary Advisory Services, or Retirement Plan Consulting
Services.
16
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
A
Our Methods of Analysis and Investment Strategies
The types of investments we typically recommend are discussed in Item 4 of this brochure.
We may use some or all of the following methods of analysis in providing investment
advice to you:
Fundamental Analysis. Fundamental Analysis. In using fundamental analysis, we attempt
to determine the intrinsic value of target securities through a review of, among other things,
company specific financial disclosures, the strength and track record of management
personnel, industry sector financial health, and at a macro level, the overall direction of the
economy at large. We use this information as a basis to determine if such securities are
underpriced or overpriced relative to current market prices and then to make a buy or sell
recommendation to you.
Relying on this type of analysis leaves open the risk that the price of a security may move
along with the overall direction of the market, irrespective of the economic and financial
factors which may have indicated that an opposite movement would have been expected.
The main sources of information we rely upon when researching and analyzing securities
using fundamental analysis include research materials prepared by others, annual reports,
corporate rating services, prospectuses, and company press releases.
Technical Analysis. We analyze past market movements and apply that analysis to the
present in an attempt to recognize recurring patterns of investor behavior and potentially
predict future price movement. Technical analysis does not consider the underlying
financial condition of a company or security. This presents a risk in that a poorly-managed
or financially unsound company may underperform regardless of overall market
movement.
Asset Allocation. Rather than focusing on selecting the particular securities or other assets
to invest for your account, we attempt to identify an appropriate ratio of various types of
investments (for example, stocks, fixed income, and cash) suitable to investment goals,
time horizon, and risk tolerance. A risk of asset allocation is that you may not participate
in sharp increases in a particular security, industry or market sector. Another risk is that
the ratio of securities, fixed income, and cash will change over time due to stock and market
movements and, if not corrected, will no longer be appropriate to meet with your
investment goals.
Mutual Fund and ETF Selection and Analysis. We evaluate and select mutual funds and/or
ETFs for your account based on several factors which may include, without limitation, (1)
the experience and track record of the underlying portfolio manager(s), (2) the performance
of the mutual fund or ETF over time and through various market conditions; (3) expected
market conditions that might impact the underlying holdings of the mutual fund or ETF or
applicable market sector; and (4) whether and to what extent the underlying holdings of
17
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
the mutual fund or ETF overlap with other assets held in your account. We also monitor
the mutual fund or ETF in an attempt to determine if the fund is continuing to follow its
stated investment strategy.
A risk of mutual funds and ETF analysis is that, as in all securities investments, past
performance does not guarantee future results. A fund manager’s past track record of
success cannot be relied upon as a predictor of success in the future. In addition, the
underlying holdings of the fund are determined by independent fund managers and may
change overtime without advance warning, creating the potential for overlap with other
investments held in your account. This increase in the correlation of your holdings will
increase the risk of loss where the value of any overlapping holdings should decrease.
There is also a risk that a manager may deviate from the stated investment mandate or
strategy of the mutual fund or ETF, which could make the holding(s) less suitable for the
client’s portfolio.
TPMM Selection and Analysis. This is the analysis of the experience, investment
philosophies, and past performance of independent TPMMs (including Program Managers
selected under and WealthPort Program) in an attempt to determine if that manager has
demonstrated an ability to invest over a period of time and in different economic
conditions. Key factors we consider when evaluating TPMMs are their investment process
and philosophy, risk management methods and procedures, historical performance,
investment strategy and style, fees and operating expenses, assets under management and
number or clients, and tax‐efficiencies. Our evaluation may also incorporate both
qualitative and quantitative fundamental analysis to validate and confirm a TPMM’s
investment style and skill, as well as to compare them to other managers of similar style.
We may utilize various research databases, proprietary models, financial periodicals,
prospectuses and filings with the SEC, industry contacts and manager data, among other
items, as part of the research process. Monitoring the TPMM’s underlying holdings,
strategies, concentrations and leverage as part of our overall periodic risk assessment may
complete the analysis. As part of the due-diligence process, the TPMM’s compliance and
business enterprise risks may be surveyed and reviewed.
Methods of analysis such as charting, fundamental, technical, or cyclical analysis and/or
other methods may be used by the TPMMs we help select or recommend to clients. Please
refer to the disclosure brochure of the TPMM for more information.
We typically use the following investment strategies in managing client accounts:
Long-term Purchases. We primarily take a long term, passive, “buy and hold” approach to
investing client assets. In this type of investment strategy, we suggest the purchase of
securities with the idea of holding them in a portfolio for a year or longer. Typically, we
employ this strategy when (1) we believe the securities to be currently undervalued, and/or
(2) we want the portfolio to have exposure to a particular asset class over time, regardless
of the current projection for this class.
A risk in a long-term purchase strategy is that by holding the security for this length of
time, we may not take advantage of short-term gains that could be profitable to a client.
18
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Moreover, if our predictions are incorrect, a security may decline sharply in value before
we make the recommendation to sell.
Short-term purchases. When utilizing this strategy, we may suggest the purchase of
securities with the idea of selling them within a relatively short time (typically a year or
less). We do this in an attempt to take advantage of conditions that we believe will soon
result in a price swing in the securities we recommend for purchase.
A short-term purchase strategy poses risks should the anticipated price swing not
materialize; we are then left with the option of having a long-term investment in a security
that was designed to be a short-term purchase, or potentially taking a loss. In addition, this
strategy involves more frequent trading than does a longer-term strategy, and will result in
increased brokerage and other transaction-related costs, as well as less favorable tax
treatment of short-term capital gains.
B
We use our best judgment and good faith efforts in rendering investment advice to our
clients. We cannot warrant or guarantee any particular level of account performance, or
that an account will be profitable over time. Not every investment recommendation we
make will be profitable. Investing in securities involves risk of loss that clients should
be prepared to bear. You assume all market risk involved in the investment of your
account assets. Investments are subject to various market, currency, economic, political,
and business risks.
Except as may otherwise be provided by law, we are not liable to you for:
• any loss that you may suffer by reason of any investment recommendation we made
with that degree of care, skill, and diligence under the circumstances that a prudent
person acting in a fiduciary capacity would use; or
• any independent act or failure to act by a custodian of your account(s).
C
Summary of Investment Risks. While all investing involves risks and losses can and will
occur, our advisory services generally recommend a broad and diversified allocation of
mutual funds and other securities intended to reduce the specific risks associated with a
concentrated or undiversified portfolio. Nonetheless, investing in securities involves risk
of loss that clients should be prepared to bear. You should consider the following high-
level summary of investment risks. This list is not intended to be an exhaustive description
of all risks you may encounter in engaging our firm for advisory services. We encourage
you to inquire with us frequently about the risks related to any investments in your account.
Risk of Loss. Securities investments are not guaranteed, and you may lose money on your
investments. As with any investment manager that invests in common stocks and other
equity securities, our investment recommendations are subject to market risk—the
possibility that securities prices will decline over short or extended periods of time. As a
result, the value of your account(s) will fluctuate with the market, and you could lose
money over short or long periods of time. You should recognize whenever you determine
to invest in the securities markets your entire investment is at risk. Clients should not invest
money if they are unable to bear the risk of total loss of their investments.
19
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
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.
Market Risk. The value of your portfolio may decrease if the value of an individual
company or multiple companies in the portfolio decreases or if our belief about a
company’s intrinsic worth is incorrect. Further, regardless of how well individual
companies perform, the value of your portfolio could also decrease if there are deteriorating
economic or market conditions. It is important to understand that the value of your
investment may fall, sometimes sharply, in response to changes in the market, and you
could lose money. Investment risks include price risk as may be observed by a drop in a
security’s price due to company specific events (e.g., earnings disappointment or
downgrade in the rating of a bond) or general market risk (e.g., such as a “bear” market
when stock values fall in general). For fixed-income securities, a period of rising interest
rates could erode the value of a bond since bond values generally fall as bond yields go up.
Past performance is not a guarantee of future returns.
TPMM Risks. A TPMM’s (including any Program Managers under any WealthPort
Program) past track record of success cannot be relied upon as a predictor of success in the
future. In addition, the underlying holdings of your TPMM Account(s) are determined by
TPMM directly, and may change overtime without advance warning to us, creating the
potential for overlap with other investments held in your account. This increase in the
correlation of your holdings will increase the risk of loss where the value of any
overlapping holdings should decrease. There is also a risk that a TPMM may deviate from
the stated investment mandate or strategy of the account, which could make the holding(s)
less suitable for the client’s portfolio. Our firm does not control any TPMM’s daily
business and compliance operations, and thus our firm may be unaware of any lack of
internal controls necessary to prevent business, regulatory or reputational deficiencies.
Risks Related to Analysis Methods. Our analysis of securities relies in part on the
assumption that the issuers whose securities we recommend for purchase and sale, the
rating agencies that review these securities, and other publicly-available sources of
information about these securities, are providing accurate and unbiased data. While we are
alert to indications that data may be incorrect, there is always a risk that our analysis may
be compromised by inaccurate or misleading information.
Securities Transactions at the Direction of Clients. Irrespective of whether you engage us
on a discretionary or non-discretionary basis, the client always maintains the concurrent
ability to make transactions within the client’s account held at Custodian. Our firm is not
responsible for the consequences of the client’s self-directed investment decisions.
20
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Interim Changes in Client Risk Tolerance and Financial Outlook. The particular
investments recommended by our firm are based solely upon the investment objectives and
financial circumstances disclosed to us by the client. While we strive to meet with clients
at regular intervals (at least annually, unless otherwise agreed) to discuss any changes in
the client’s financial circumstances, the lack of constant and continuous communication
presents a risk insofar as your liquidity, net worth, risk tolerance and/or investment goals
could change abruptly, with no advance notice to our firm, resulting in a mis-aligned
investment portfolio and the potential for losses or other negative financial consequences.
It is your continuing and exclusive responsibility to give us complete information and
to notify us of any changes in your financial circumstances, income level, investment
goals or employment status. We encourage you to contact us regularly and promptly
to discuss any such changes.
Item 9 – Disciplinary Information
AmeriFlex® is required to disclose all material facts regarding any legal or disciplinary event that
would be material to your evaluation of our firm, or the integrity of our management. No principal
or person associated with our firm has any information to disclose which is applicable to this Item.
Item 10 – Other Financial Industry Activities and Affiliations
A
Registration as a Broker-Dealer or Registered Representative of a Broker-Dealer.
AmeriFlex® is not registered as a broker-dealer; however, as disclosed at Item 5, certain
IARs of our firm may concurrently act as registered representatives of Cambridge. Please
see Item 5 for disclosure of the conflicts of interest presented by this arrangement and how
we address them.
Additionally, AmeriFlex’s® affiliate through shared ownership, AmeriFlex Group
Securities, Inc. (“AGS”) is registered as a broker-dealer with the SEC and an FINRA
member firm. AGS seeks these registrations solely for the purpose of receiving commission
compensation generated by Cambridge brokerage activities. AGS will not be directly
conducting any brokerage activities with any AmeriFlex® clients. As a result, there is no
conflict of interest to disclose.
B
Futures or Commodities Registration. Neither AmeriFlex® nor any of its personnel are or
intend to become registered as a futures commission merchant, commodity pool operator,
commodity trading advisor, or an associated person of any of the foregoing.
C
Material Relationships. In addition to the relationships and affiliations described in Item 5
of this brochure, and since our Advisory Affiliates may conduct their investment advisory
business under their own independently owned business entity, they have the ability to
21
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
engage in certain other business activities separate from the investment advisory activities
they conduct through AmeriFlex®. Some of AmeriFlex®’s IARs are permitted to be
employed by, or own, a financial services business entity, including an investment advisor
business, separate from AmeriFlex®. Although this is not considered a conflict of interest,
clients should be aware that these situations can exist. Such outside business activities may
include, without limitation, offerings of tax preparation, legal, insurance, and/or real estate
services. These outside business activities are disclosed in the individual Form ADV Part
2B brochure supplements related to each of our IARs. Clients are never obligated to engage
any of our IARs or Advisory Affiliates for any tax preparation, legal, insurance and/or real
estate related services.
As described in Item 5, since fees billed to CAAP®and UMA Portfolios are comprised of
both Program fees and Advisor fees, your IAR may have an incentive to select Program
Managers with lower Program Fees in order to increase the portion of the account fees
retained by the IAR. You and your IAR should consider this conflict of interest and the
overall program fees and expenses, including internal fund expenses, when selecting these
underlying managers and other portfolio investments.
AmeriFlex® has relationships with third party vendors and product/service providers who
from time to time may participate in and help to offset our expenses in connection with
internal advisor conferences and events conducted by AmeriFlex®. This arrangement
creates a financial incentive for AmeriFlex® to promote the products and/or services of the
participating vendors over those of other vendors. We address this conflict of interest with
our Code of Ethics and internal compliance policies and procedures designed to uphold our
fiduciary duty to our Clients. More information about our Code of Ethics is available in
Item 11 below.
Signature Equity Partners, LLC (“Signature Equity”) is an SEC registered investment
adviser. AmeriFlex® is a part owner of Signature Equity. Other than affiliation through
common ownership, Signature Equity is separately operated and independently run from
AmeriFlex®. There are no known conflicts of interest. Should AmeriFlex® identify any in
the future, updates to this brochure will be made.
AmeriFlex® does not have any other relationships, activities, affiliations or arrangements
beyond those described above that create a material conflict of interest with its clients.
D
Recommendation of Other Advisors. We recommend TPMMs to clients as part of various
different investment advisory services as described in Item 4 of this brochure. We do not
receive any additional compensation, either directly or indirectly, in connection with
recommendations or allocations of client accounts to TPMMs.
Item 11 – Code of Ethics, Participation or Interest in Client Transaction & Personal
Trading
A
Our Code of Ethics. We subscribe to an ethical and high standard of conduct in all our
business activity in order to fulfill the fiduciary duty we owe to our clients. Included in
22
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
these ethical obligations is the duty to put our client’s interests ahead of our own along
with duties of loyalty, fairness, and good faith towards our clients. We disclose to clients
material conflicts of interest which could reasonably be expected to impair our rendering
of unbiased and objective advice.
AmeriFlex® has a Code of Ethics (“Code”) which all its Associated Persons are required
to follow. The Code outlines proper conduct related to all services provided to clients and
will be made available to you, free of charge, upon request by contacting us at the phone
number and e-mail address listed on the cover page of this brochure. Prompt reporting of
internal violations is mandatory. AmeriFlex®’s Chief Compliance Officer, Diana Heu,
evaluates the performance of our Associated Persons to ensure compliance with our Code.
Please contact Ms. Heu at the telephone number found on the cover page of this brochure
if you would like to receive a free copy of our Code.
Designed to prevent conflicts of interest between the financial interests of clients and the
interests of the firm and our Associated Persons, the Code requires, among other
procedures, our “access persons” to report their personal securities transactions quarterly
and to report all securities positions in which they have a beneficial interest at least
annually. These reporting requirements allow supervisors at the firm to determine whether
to allow or prohibit certain Associated Persons’ securities purchases and sales based on
transactions made, or anticipated to be made, in the same securities which may be
purchased or sold for client accounts. The Code is required to be reviewed annually and
updated as necessary.
B-D Material/Proprietary Interests in Securities Recommended to Clients. Our firm and our
Associated Persons do not have any proprietary or material interests in or any role in the
management of any companies or investments that we recommend to our clients.
Personal Trading; Participation or Interest in Client Transactions. As described in Item 6
of this brochure, AmeriFlex® and/or its Associated Persons may manage Proprietary
Accounts. Proprietary Accounts may buy and sell some the same securities as we buy or
sell for client accounts. This practice creates an actual conflict of interest with our clients
insofar as our firm or its Associated Persons may have a financial incentive to trade in
securities for Proprietary Accounts in advance of or opposite to transactions in the same
securities for client accounts. To address this conflict, our policy is that, assuming the
purchase or sale is otherwise appropriate for the subject client accounts, we will purchase
or sell securities for our clients’ accounts, as the case may be, before purchasing or selling
any of the same securities for any Proprietary Accounts. In some cases we may buy or sell
securities for our own account for reasons not related to the strategies adopted by our
clients.
In summary, our practice of buying and selling for Proprietary Accounts the same securities
that we buy or sell for client accounts is restricted by the following controls:
We are required to uphold our fiduciary duty to our clients;
We are prohibited from misusing information about our clients’ securities holdings
or transactions to gain any undue advantage for ourselves or others;
23
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
We are prohibited from buying or selling any security that we are currently
recommending for client accounts, unless we place our orders after client orders
have been executed; and
We are required to periodically report our securities holdings and transactions to
the firm’s Chief Compliance Officer, who must review those reports for improper
trades.
We act in a fiduciary capacity. If a conflict of interest arises between us and you, we shall
make every effort to resolve the conflict in your favor. Conflicts of interest may also arise
in the allocation of investment opportunities among the accounts that we advise. We will
seek to allocate investment opportunities according to what we believe is appropriate for
each account. We strive to do what is equitable and in the best interest of all the accounts
we advise.
We will disclose to advisory clients any material conflict of interest relating to our firm or
our Associated Persons which could reasonably be expected to impair the rendering of
unbiased and objective advice.
Item 12 – Brokerage Practices
A
Recommendation of Broker-Dealers; Duty of Best Execution; Directed Brokerage; and
Soft Dollar Practices. As stated previously, our Dually Registered Persons are Registered
Representatives of Cambridge. Clients wishing to implement AmeriFlex®’s financial
planning advice are free to select any broker/dealer or investment advisor they wish and
are so informed. Although clients may request us to use a broker-dealer or custodian of
their choosing, we generally recommend that clients open accounts with and/or execute
brokerage transactions through Cambridge, Pershing, or NFS (collectively, the “Brokers”).
When clients decide to implement advice through AmeriFlex®, clients will be required to
establish an account through a trading platform that is approved by Cambridge. Therefore,
clients may pay commissions and transaction fees that are higher or lower than what client
may have paid if choosing another broker/dealer outside of those with whom Cambridge
has arrangements.
Because our representatives are also registered representatives of Cambridge, Cambridge
provides compliance support to them. Cambridge also provides our representatives, and
therefore us, with back-office operational, technology and other administrative support.
Clients are advised that our Dually Registered Persons have an incentive to recommend
the Brokers to clients. For example, our Dually Registered Persons typically pay certain
fees to Cambridge in order to maintain their affiliation as registered representatives of
Cambridge. AmeriFlex® and some Dually Registered Persons have received retention
bonuses in the form of a forgivable promissory note that will be forgiven if certain events
occur, including remaining associated with Cambridge for a certain period of time. The
acceptance of the retention bonus along with the terms of the retention agreement with
Cambridge creates a potential conflict of interest because the AmeriFlex® and Dually
Registered Person are incentivized to direct their business through Cambridge rather than
24
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
utilizing another firm that may be more beneficial to their clients. In some instances, our
Dually Registered Persons may receive a credit or offset of these fees to the extent they
custody client assets with Cambridge or conduct certain securities or insurance business
through Cambridge or its affiliates. We further typically access TPMMs through turn-key
asset management programs offered by Envestnet and AssetMark Trust (collectively, the
“TAMP Platforms”). All Cambridge WealthPort Program accounts will be maintained and
custodied on a fully disclosed basis by either NFS, Pershing, Schwab or Fidelity.
The client will make the final decision regarding the custodian or TAMP Platform to be
used by signing the selected firm’s account application. Aside from the arrangements with
respect to certain Dually Registered Persons described in Item 5 of this brochure, we are
not affiliated with any of the recommended Brokers or TAMP Platforms.
In recommending broker-dealers, we have an obligation to seek the “best execution” of
transactions in your account. This duty requires that we seek to execute securities
transactions for clients such that the total costs or proceeds in each transaction are the most
favorable under the circumstances. The determinative factor in the analysis of best
execution is not the lowest possible commission cost, but whether the transaction
represents the best qualitative execution, taking into consideration the full range of a the
recommended broker-dealer’s services. The factors we consider when evaluating a broker-
dealer for best execution include, without limitation, the broker-dealer’s:
Execution capability;
Commission rate;
Financial responsibility;
Responsiveness and customer service;
Custodian capabilities;
Research services/ancillary brokerage services provided; and
Any other factors that we consider relevant.
Therefore, we will seek competitive commission rates, but we may not obtain the lowest
possible commission rates for specific account transactions. With this in consideration, our
firm will continue to recommend that clients use the Brokers until their respective services
do not result, in our opinion, in best execution of client transactions.
If the client selects the broker-dealer of their own choosing (i.e., directed brokerage), we
may be unable to seek best execution of your transactions, and your commission costs may
be higher than those of our recommended Brokers. For example, in a directed brokerage
account, you may pay higher brokerage commissions and/or receive less favorable prices
on the underlying securities purchased or sold for your account. In addition, where you
direct brokerage, we may place orders for your transactions after we place transactions for
clients using our recommended broker-dealer. We reserve the right to reject your request
to use a particular broker-dealer if such selection would frustrate our management of your
account, or for any other reason.
The Brokers and/or TAMP Platforms we recommend to you may provide us with certain
brokerage and research products and services that qualify as “brokerage or research
25
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
services” under Section 28(e) of the Securities Exchange Act of 1934 (“Exchange Act”).
This is commonly referred to a “soft dollar” arrangement. These research products and/or
services will assist us in our investment decision making process. Such research generally
will be used to service all of our client accounts, but brokerage charges and similar fees
paid by the client may be used to pay for research that is not used in managing that specific
client’s account. Your account may pay the Brokers a charge greater than another qualified
broker-dealer might charge to effect the same transaction where we determine in good faith
that the charge is reasonable in relation to the value of the brokerage and research services
received.
There may be other benefits from recommending the Brokers and/or TAMP Platforms,
such as software and other technology that (i) provide access to client account data (such
as trade confirmations and account statements); (ii) facilitate trade execution and allocate
aggregated trade orders for multiple client accounts; (iii) provide research, pricing and
other market data; (iv) facilitate payment of fees from its client accounts; and (v) assist
with back-office functions, recordkeeping and client reporting.
Other services may include, but are not limited to, performance reporting, contact
management systems, third party research, publications, access to educational conferences,
roundtables and webinars, practice management resources, access to consultants and other
third party service providers who provide a wide array of business related services and
technology with whom we may contract directly.
While we do not pay a fee for these products/services, all client accounts may not be the
direct or exclusive beneficiary of such products/services. Based upon the receipt of such
services and information, we may have an incentive to recommend a broker-dealer and/or
TAMP Platform based upon our desire to receive these services rather than receiving best
execution for you.
We have entered into a marketing support agreement (“MSA”) with AssetMark, one of our
TAMP Platform partners. Under the MSA, AssetMark provides us with an annual cash
payment intended to support and subsidize the costs of our marketing efforts, including the
costs of seminars for our associated financial professionals and client events which we
would otherwise bear. Under the MSA, AssetMark further provides our firm and our
associated persons with (i) business consulting services, including advice regarding
executive and administrative matters, business development concerns, and compliance
related matters, and (ii) educational and marketing support services, including marketing
and training materials, general commentary on the financials markets, and industry news
and insights. In exchange for our receipt of these benefits, we have agreed to provide
AssetMark with recognition and additional brand exposure to our associated financial
professionals and clients and the opportunity to participate in co-sponsored educational
and client marketing events. Our continued receipt of benefits under the MSA is not
dependent on our ability to maintain a certain amount of existing client accounts/assets or
the addition of any new client accounts/assets on the AssetMark TAMP platform.
26
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
Separate and distinct from the benefits we receive under the MSA, we have also received
a credit line from AssetMark. The purpose of the credit line is to assist us with the
development and growth of our operations.
Clients should note that the benefits we receive from AssetMark under the MSA and the
credit line arrangement do not qualify as “brokerage or research services” under Section
28(e) of the Exchange Act. Clients should further consider that our receipt of the foregoing
benefits from AssetMark create a conflict of interest and a financial incentive for our firm
and our associated financial professionals to recommend the AssetMark TAMP platform
as an investment solution for the management of client portfolio assets over other options
available. Despite this conflict, we are committed to our fiduciary obligation which
requires us to only provide advice and recommendations that are in our clients’ best
interests.
Except as described above, we do not receive any other compensation or incentive for
referring you to broker-dealers for brokerage trades or TAMP Platforms for access to
TPMMs, nor do we receive client referrals in exchange for directing client transactions to
any broker-dealer or TAMP Platform.
B
Trade Aggregation. AmeriFlex® does not aggregate purchases and sales and other
transactions. Our practice of not combining multiple clients’ buy and sell orders (i.e., block
trading) may result in our firm being unable to achieve for its clients the most favorable
execution at the best price available, and accordingly, may cost clients more money than
other arrangements.
The trade aggregation and allocation practices of mutual funds, ETFs and TPMMs that we
recommend to you are disclosed in the respective mutual fund and ETF prospectuses and
the TPMM disclosure brochures which will be provided to you. We encourage you to
review those documents carefully to understand the trade aggregation and allocation
practices of these third parties.
Item 13 – Review of Accounts
A
Account Review Policies. Third Party Money Manager Selection and advisory accounts
are monitored on an ongoing basis and are formally reviewed periodically, but not less than
annually. Retirement Plan Consulting Services accounts receiving ongoing investment
management services, non-discretionary portfolio management services, and/or investment
monitoring services are monitored and reviewed on the same basis. Formal account reviews
for the foregoing account types are typically conducted by the IAR with whom the client
regularly works, however, the specific individuals conducting formal account reviews may
vary from time to time, as personnel join or leave our firm. The specific frequency of
reviews is determined based on each client’s investment objectives and investment profile.
Annual
receive
(retainer) Financial Planning and Consulting Services clients
comprehensive, written financial plans that are formally reviewed and updated annually.
Our IARs conduct these reviews in person, over the phone and/or via the internet. One-
27
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
time or project based Financial and Consulting Services client plans/reports are not
reviewed or updated after their delivery to the client, unless the client specifically requests
such review and pays an additional advisory fee.
Non-Discretionary Advisory Services accounts are not reviewed or updated once service
is provided to the client unless the client specifically requests such reviews and pays an
additional advisory fee.
B
More Frequent Account Reviews. More frequent reviews of client accounts/plans may be
triggered by a change in the client’s investment objectives; risk/return profile; tax
considerations; contributions and/or withdrawals; large sales or purchases; security
specific events; or changes in the economy more generally.
C
Reporting to Clients. Clients receive standard account statements and trade confirmations
from the custodian of their account on a monthly basis. We may provide additional written
reports to you periodically, or as you may reasonably request. Reports we provide to you
will contain relevant account and/or market-related information such as an inventory of
account holdings and account performance, as examples.
Item 14 – Client Referrals and Other Compensation
A
As referenced in Item 12 above, the Brokers and/or TAMP Platforms may provide research
or other services or products that we may use to service all accounts, including accounts
that do not execute trades through the Brokers or utilize the services of any TAMP
Platforms.
As referenced in Item 5 above, certain IARs of AmeriFlex® are Dually Registered Persons
of Cambridge and may transact securities business with AmeriFlex®’s advisory clients,
resulting in their receipt of commissions and/or other forms of compensation from
securities products sold to clients. Please see Item 5 for a description of the conflicts of
interest created by this arrangement and how our firm mitigates them.
We may establish relationships with other investment advisors through which we would
act as a promoter referring clients to the other investment advisors’ management programs.
When acting in this promoter/solicitor capacity making referrals, we and our IARs will
receive a portion of the advisory fee paid to the other investment advisors by clients.
Clients who are referred to other investment advisors will receive disclosures (generally in
the form of the adviser’s ADV 2A Brochure and promoter disclosure statement) which
include descriptions and details of the services rendered, fee schedules, promoter
compensation, and other relevant information. These disclosures will be provided at the
time of the referral and we encourage clients to review all of the information and raise any
questions you may have.
B
We may pay a fee to independent individuals or firms who refer clients to our firm for
advisory services. These persons are commonly called “promoters.” Any arrangements we
28
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
may have with a promoter will be in compliance with SEC Rule 206(4)-1 under the
Investment Advisers Act of 1940 (the “Advisers Act”).
Any promoter referral arrangement between us and a third-party will be in writing. The
writing will set forth the following:
the scope of the promoter’s activities;
a covenant that the promoter will perform its activities consistent with our
instructions and in compliance with the Advisers Act and associated rules; and
a covenant that the promoter will provide the client with:
a copy of our Form ADV Part 2 and
a separate written promoter disclosure.
The separate written promoter disclosure must include the following information:
The name of the promoter;
The nature of the relationship between the promoter and us;
A statement that the promoter will be compensated by us for the referral;
The terms of the compensation arrangement including a description of the fees paid
or to be paid to the promoter; and
The amount the client will be charged in addition to the advisory fee (if any).
The compensation paid to any promoter may consist of a portion of the ongoing investment
advisory fees charged to a client, so long as the payments are consistent with the written
promoter disclosures provided to the Client (and in accordance with the requirements of
SEC Rule 206(4)-1). In general, clients who are introduced to us by a promoter are not
subject to increased advisory fees and pay no any additional fees for equivalent services
relative to clients not so introduced.
We will not engage any promoters who are disqualified from acting as a promoter under
Section 203 of the Act. For example, we will not pay a promoter a referral fee to any person
who has been barred or prohibited from acting as an investment advisor or broker-dealer,
or convicted within the past ten (10) years of certain felonies or misdemeanors.
Item 15 – Custody
With the exception of our ability to directly debit fees as outlined in Item 5, we do not hold, directly
or indirectly, client funds or securities, or have any authority to obtain possession of them. All
client assets are held in the custody of an independent qualified custodian selected by the client.
We currently recommend the Brokers to act as your qualified custodian, to hold your assets, and/or
execute securities transactions for your account.
We shall have no liability to you for any loss or other harm to any property in the account,
including any harm to any property in the account resulting from the insolvency of any custodian
or any acts of the agents or employees of any custodian, whether or not the full amount of such
loss is covered by the Securities Investor Protection Corporation (“SIPC”) or any other insurance
29
FORM ADV PART 2A – FIRM BROCHURE
THE AMERIFLEX GROUP®, INC.
which may be carried by the custodian of your account(s). Clients understand that the SIPC
provides only limited protection for the loss of property held by a custodian.
Item 16 – Investment Discretion
Discretionary Portfolio Management Arrangements. We manage your accounts on either a
discretionary or non-discretionary basis. We will only manage your account on a discretionary
basis upon obtaining your consent. Your consent is set forth and evidenced in the written advisory
agreement that you enter with us at the commencement of our services. We define discretion as
the ability to trade your account without obtaining your prior consent, including the determination
of the particular securities and amount of securities to be bought or sold and the timing of all such
purchase and sale transactions in your account. Our discretion does not extend to the withdrawal
or transfer of your account funds. We give advice and take action in the performance of our duties
to you, which differs from advice given, or the timing and nature of action taken, with respect to
our clients’ accounts.
Item 17 – Voting Client Securities
A
We will not vote proxies on behalf of clients and will not provide advice to clients on how
the client should vote.
B
We do not accept authority to vote client securities. Most clients will receive proxies and
other solicitations directly from the custodian or transfer agent. If any proxy materials are
received on behalf of a client, they will be sent directly to the client or a designated
representative of the client, who is responsible to vote the proxy.
Item 18 – Financial Information
A
We do not require or solicit prepayment of more than $1,200 in fees per client, six months
or more in advance.
B
Advisors who have discretionary authority over client accounts, custody of client assets,
or who require or solicit pre-payment of more than $1,200 in fee per client, six months or
more in advance, are required to disclose any financial condition that is reasonably likely
to impair their ability to meet contractual commitments to clients. AmeriFlex® maintains
discretionary authority over client funds and securities. We have no financial
commitments that would impair our ability to meet contractual and fiduciary commitments
to our clients.
C
Neither AmeriFlex®, nor any of its principals, have been the subject of a bankruptcy
petition at any time in the past.
30