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ITEM 1 – COVER PAGE
Part 2A of Form ADV: Firm Brochure
1215 Suffolk Drive Unit 100
Janesville, WI 53546
Telephone: 608-563-2437
www.uncommoncentsinvesting.com
February 23, 2026
This brochure provides information about the qualifications and business practices of Uncommon
Cents Investing, LLC (“UCI”). If you have any questions about the contents of this brochure, please
contact us at 608-563-2437. The information in this brochure has not been approved or verified
by the United States Securities and Exchange Commission or by any state securities authority. UCI
is a Registered Investment Adviser. Registration as an Investment Adviser with the United States
Securities and Exchange Commission or any state securities authority does not imply a certain level
of skill or training.
Additional information about UCI is available on the SEC’s website at www.adviserinfo.sec.gov. You
can search this site by a unique identifying number, known as an IARD number. The IARD number
for UCI is 290105.
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ITEM 2 – MATERIAL CHANGES
Summary of Material Changes
This section of the Brochure will address only those “material changes” that have been
incorporated since our last delivery or posting of this document on the SEC’s public
disclosure website (IAPD) www.adviserinfo.sec.gov. Our Firm has made no material
changes since our previous annual amendment filing from January 31, 2025.
If you would like another copy of this Brochure, please download it from the SEC Website
as indicated above or you may contact our Chief Compliance Officer, Sheena Hanson at
608-563-2437.
We encourage you to read this document in its entirety.
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ITEM 3 – TABLE OF CONTENTS
1
ITEM 1 – COVER PAGE
2
ITEM 2 – MATERIAL CHANGES
3
ITEM 3 – TABLE OF CONTENTS
4
ITEM 4 – ADVISORY BUSINESS
8
ITEM 5 - FEES AND COMPENSATION
10
ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
10
ITEM 7 - TYPES OF CLIENTS
11
ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
15
ITEM 9 - DISCIPLINARY INFORMATION
15
ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
16
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND
PERSONAL TRADING
17
ITEM 12 - BROKERAGE PRACTICES
22
ITEM 13 - REVIEW OF ACCOUNTS
23
ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
23
ITEM 15 – CUSTODY
25
ITEM 16 – INVESTMENT DISCRETION
25
ITEM 17 – VOTING CLIENT SECURITIES
26
ITEM 18 – FINANCIAL INFORMATION
Uncommon Cents Investing, LLC
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ITEM 4 – ADVISORY BUSINESS
This Disclosure document is being offered to you by Uncommon Cents Investing, LLC (“UCI”
or “Firm”) about the investment advisory services we provide. It discloses information
about our services and the way those services are made available to you, the client.
We are an investment management firm located in Janesville, Wisconsin. We specialize in
investment advisory services for individuals, high net worth individuals, employee
sponsored retirement plans, trusts and estates. Our Firm became a registered investment
adviser in September 2017. Sheena Hanson is the sole Managing Member.
We are committed to helping clients build, manage, and preserve their wealth, and to
provide assistance that helps clients to achieve their stated financial goals. We will offer an
initial complimentary meeting upon our discretion; however, investment advisory services
are initiated only after you and UCI execute an Investment Management Agreement.
Investment and Wealth Management and Supervision Services
We manage advisory accounts on a discretionary basis. For discretionary accounts, once
we have determined a profile and investment plan with a client, we will execute the day to
day transactions without seeking prior client consent. Account supervision is guided by the
written profile and investment plan of the client. Clients have the ability to place
reasonable restrictions on the types of investments that may be purchased in an account,
however we retain the right to decline to enter into a management agreement with any
clients whose investment are contrary to the firm’s investment strategies. (Please see Item
16, Investment Discretion for additional information concerning discretionary authority.)
We primarily allocate client assets to individual equities for the equity portion of their
portfolios. We may also use exchange-traded funds (ETFs), mutual funds, and debt
securities, typically to provide additional diversification such as international exposure or
fixed income, or when such vehicles are otherwise appropriate to meet a client’s stated
investment objectives.
During personal discussions with clients, we determine the client’s objectives, time
horizons, risk tolerance and liquidity needs. As appropriate, we also review a client’s prior
investment history, as well as family composition and background. Based on client needs,
we develop a client’s personal profile and investment plan. We then create and manage
the client’s investments based on that policy and plan.
It is the client’s obligation to notify us immediately if circumstances have changed with
respect to their goals.
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Once we have determined the types of investments to be included in your portfolio and
allocated them, we will provide ongoing investment review and management services.
This approach requires us to periodically review your portfolio.
With our discretionary relationship, we will make changes to the portfolio, as we deem
appropriate, to meet your financial objectives. We trade these portfolios based on the
combination of our market views and your objectives, using our investment process. We
tailor our advisory services to meet the needs of our clients and seek to ensure that your
portfolio is managed in a manner consistent with those needs and objectives. Note there
may be periods of low trading frequency based on market conditions, tax considerations
and client objectives. You will have the ability to leave standing instructions with us to
refrain from investing in particular industries or invest in limited amounts of securities.
In all cases, you have a direct and beneficial interest in your securities, rather than an
undivided interest in a pool of securities. We do have limited authority to direct the
Custodian to deduct our investment advisory fees from your accounts, but only with the
appropriate written authorization from you.
Where appropriate, we provide advice about any type of outside held asset or account.
Typically, these are assets that are ineligible to be custodied at our primary custodian.
Clients will engage us to advise on certain investment products that are not maintained at
their primary custodian, such as variable life insurance, annuity contracts, employer
sponsored retirement plans and qualified tuition plans (i.e., 529 plans).
You are advised and are expected to understand that our past performance is not a
guarantee of future results. Certain market and economic risks exist that adversely affect
an account’s performance. This could result in capital losses in your account.
ERISA Section 3(21) Investment Advisory Services
For employer-sponsored retirement plans with participant-directed investments, UCI
provides its advisory services as an investment advisor as defined under Section 3(21) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
When serving as an ERISA 3(21) investment advisor, the plan sponsor and UCI share
fiduciary responsibility. The plan sponsor retains ultimate decision-making authority for
the investments and may accept or reject the recommendations in accordance with the
terms of a separate ERISA 3(21) Investment Advisor Agreement between UCI and the plan
sponsor. UCI can provide the following services to the plan sponsor:
• Screen investments and make ongoing recommendations.
• Monitor the investments and suggest replacement investments when appropriate.
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• Assisting with identifying the Qualified Default Investment Alterative (“QDIA”)
• Provide an investment monitoring report
• Recommending Non-Discretionary Model Portfolios – asset allocation target date
or risk-based model portfolios
• Acting as a Service Liaison between the Plan and its service providers
• Assisting with Plan Education to Plan Participants
• Conducting Plan Search or Plan Service Vendor Analysis
• Benchmarking the Plan and its fees with similar Plans in their benchmark group
Our goal in identifying the plan’s investment options is to provide a range of options that
will enable plan participants to invest according to varying risk tolerances, savings time
horizons or other financial goals. The plan's investment options may consist of mutual
funds, model portfolios, or other similar investment funds. The investment funds from
which our Firm will select from will be those that are available on the plan record-keeper’s
investment platform.
We will perform on-going monitoring of the investment options within the plan. The
ongoing monitoring of investments is a regular and disciplined process. Monitoring
confirms that the criteria remain satisfied and that an investment option continues to be
appropriate. The process of monitoring investment performance relative to specified
guidelines will be consistently applied.
We may provide periodic educational support and investment workshops designed for the
plan participants, if provided for in our Agreement with the Plan Sponsor. Topics to be
discussed will be determined in conjunction with the Plan Sponsor and in accordance with
guidelines established in ERISA 404(c). The educational support or investment workshops
will not provide plan participants with individualized, tailored investment advice or
individualized, tailored asset allocation recommendations.
Disclosure Regarding Rollover Recommendations
A client or prospect leaving an employer typically has four options regarding an existing
retirement plan (and may engage in a combination of these options): (i) leave the money
in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s
plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement
Account (“IRA”), or (iv) cash out the account value (which could, depending upon the
client’s age, result in adverse tax consequences). Our Firm may recommend an investor
roll over plan assets to an IRA for which our Firm provides investment advisory services.
As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a
recommendation that a client or prospective client leave their plan assets with their
previous employer or roll over the assets to a plan sponsored by a new employer will
generally result in no compensation to our Firm. Our Firm therefore has an economic
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incentive to encourage a client to roll plan assets into an IRA that our Firm will manage,
which presents a conflict of interest. To mitigate the conflict of interest, there are various
factors that our Firm will consider before recommending a rollover, including but not
limited to: (i) the investment options available in the plan versus the investment options
available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an
IRA, (iii) the services and responsiveness of the plan’s investment professionals versus
those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required
minimum distributions and age considerations, and (vi) employer stock tax consequences,
if any. All rollover recommendations are reviewed by our Firm’s Chief Compliance Officer
and remains available to address any questions that a client or prospective client has
regarding the oversight.
We are fiduciaries under the Investment Advisers Act of 1940 and when we provide
investment advice to you regarding your retirement plan account or individual retirement
account, we are also fiduciaries within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. We have to act in your best interest and not put our
interest ahead of yours. At the same time, the way we make money creates some conflicts
with your interests.
insurance companies
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Consulting Services
We also provide clients investment advice on a more-limited basis on one-or-more isolated
areas of concern such as estate planning, real estate, retirement planning, or any other
specific topic. Additionally, we provide advice on non-securities matters about the
rendering of estate planning, insurance, real estate, and/or annuity advice or any other
business advisory / consulting services for equity or debt investments in privately held
businesses. In these cases, you will be required to select your own investment managers,
implementation of consulting
custodian and/or
recommendations. If your needs include brokerage and/or other financial services, we will
recommend the use of one of several investment managers, brokers, banks, custodians,
insurance companies or other financial professionals ("Firms"). You must independently
evaluate these Firms before opening an account or transacting business and have the right
to effect business through any firm you choose. You have the right to choose whether to
follow the consulting advice that we provide.
Wrap Fee Program
We do not participate in a Wrap Fee Program.
Assets
As of December 31, 2025, our firm managed a total of $519,598,466 in regulatory assets
under management (RAUM), of which $514,136,599 was managed on a discretionary basis
and $5,461,867 was managed on a non-discretionary basis.
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ITEM 5 - FEES AND COMPENSATION
Investment Management Fees and Compensation
Our Firm charges a fee as compensation for providing Investment Management services
on your account. These services include advisory services, trade entry, investment
supervision, and other account-maintenance activities. Our custodian charges transaction
costs, custodial fees, redemption fees, retirement plan and administrative fees or
commissions. See Additional Fees and Expenses below for additional details.
The fees for investment management are based on an annual percentage of assets under
management and are applied to the household asset value on a pro-rata basis and billed
monthly in arrears. The initial fee will be based upon the market value of the portfolio at
the close of the last business day of the partial month, prorated for the number of days in
the month that your account is under management. Thereafter, the monthly fee will be
calculated on the market value of the portfolio on the close of the last business day of the
month, pro-rated for in and out cash flows for that month. The market value will be
determined as reported by the Custodian. Pro-rated cash flows will be determined as
reported by the custodian. Fees are assessed on all assets under management, including
securities, cash and money market balances, unless specifically excluded as a courtesy.
Margin account balances are not included in the fee billing. There may be a possibility for
price or account value discrepancies due to month-end transactions in an account.
Dividends or trade date settlements may occur and our third party billing software may
report a slight difference in account valuation at month end compared to what is reported
on your Statement from the Custodian. Our firm has the ability to produce billing
summaries, which can be provided upon request.
Our maximum investment advisory fee is 1.20% or we may negotiate a lower advisory fee.
The specific advisory fees are set forth in your Investment Advisory Agreement. Fees may
vary based on the size of the account, complexity of the portfolio, extent of activity in the
account or other reasons agreed upon by us and you as the client. In certain circumstances,
our fees and the timing of the fee payments may be negotiated. Our employees and their
family related accounts are charged a reduced fee for our services.
Unless otherwise instructed by the Client, we will aggregate related client accounts for the
purposes of determining the account size and annualized fee. The common practice is
often referred to as “house-holding” portfolios for fee purposes and may result in lower
fees than if fees were calculated on portfolios separately. Our method of house-holding
accounts for fee purposes looks at the overall family dynamic and relationship. Legacy
positions may also be excluded from the fee calculation. Legacy positions are defined as
securities owned prior to entering into an advisory relationship with UCI, which may or
may not be actively managed.
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The independent qualified custodian holding your funds and securities will debit your
account directly for the advisory fee and pay that fee to us. You will provide written
authorization permitting the fees to be paid directly from your account held by the
qualified custodian. Further, the qualified custodian agrees to deliver an account
statement to you on a monthly basis indicating all the amounts deducted from the account
including our advisory fees.
Either UCI or you may terminate the management agreement immediately upon written
notice to the other party. The management fee will be pro-rated to the date of
termination, for the month in which the cancellation notice was given and the earned fee
billed to your account. Upon termination, you are responsible for monitoring the securities
in your account, and we will have no further obligation to act or advise with respect to
those assets. In the event of client’s death or disability, UCI will continue management of
the account until we are notified of client’s death or disability and given alternative
instructions by an authorized party.
ERISA Section 3(21) Investment Advisory Fees
We charge an annual fee as negotiated with the client and disclosed in the Employer
Sponsored Retirement Plans Investment Advisory Agreement. The compensation method
is explained and agreed upon in advance before any services are rendered. Fees range from
0.25% to 1.00% annually.
Plan advisory services begin with the effective date of the Investment Advisory Agreement,
which is the date you sign the Investment Advisory Agreement. For that calendar quarter,
fees will be adjusted pro rata based upon the number of calendar days in the calendar
quarter that the Agreement was effective. Our fee is billed in advance or arrears on the last
business day of the calendar quarter, as indicated on the Advisory Agreement Appendix A.
For Plans where our fee is billed to the custodian, the fee is deducted directly from the
participant accounts. Written authorization permitting us to be paid directly from the
custodial account is outlined in the Investment Advisory Agreement.
Either party may terminate the Investment Advisory Agreement at any time upon
immediate notice. You are responsible to pay for services rendered until the termination of
the agreement.
Consulting
Our firm charges on an hourly fee basis for consulting services. The total estimated fee, as
well as the ultimate fee charged, is based on the scope and complexity of our engagement
with the client. The maximum hourly fee to be charged will not exceed $300. The fee-
paying arrangements for this service will be determined on a case- by-case basis and will
be detailed in the signed consulting agreement. Clients will be invoiced directly for the
fees.
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We never receive prepayment of more than $1200 in fees per client, six (6) or more
months in advance of providing any services.
Administrative Services Provided by Panoramix
We have contracted with Panoramix to utilize its technology platforms to support data
reconciliation, performance reporting, fee calculation and billing, client portal, client
database maintenance, quarterly performance evaluations, payable reports, and other
functions related to the administrative tasks of managing client accounts. Due to this
arrangement, Panoramix will have access to client information, but Panoramix will not
serve as an investment advisor to our clients. UCI and Panoramix are non-affiliated
companies. Panoramix charges our Firm an annual fee for each account administered by
Panoramix. Please note that the fee charged to the client will not increase due to the
annual fee UCI pays to Panoramix, the annual fee is paid from the portion of the
management fee retained by UCI.
Additional Fees and Expenses:
In addition to the advisory fees paid to our Firm, clients may also incur certain charges
imposed by other third parties, such as broker-dealers, custodians, trust companies, banks
and other financial institutions (collectively “Financial Institutions”). These additional
charges may include securities, transaction fees, custodial fees, fees charged by the
Independent Managers, charges imposed directly by a mutual fund or ETF in a client’s
account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund
expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. UCI’s brokerage practices are described at length in Item 12, below. Neither
our Firm nor its supervised persons accept compensation for the sale of securities or other
investment products. Further, our firm does not share in any of these additional fees and
expenses outlined above.
ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
We do not charge advisory fees on a share of the capital appreciation of the funds or
securities in a client account (so-called performance-based fees) nor engage side by side
management.
ITEM 7 - TYPES OF CLIENTS
We provide investment advice to individuals, high net worth individuals, employee
sponsored retirement plans, trusts and estates. Our Firm does have a minimum initial
household account value of $250,000 to which it provides advisory and financial planning
services.
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ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
We utilize various methods of security analysis or investment strategies when providing
investment advice. Analysis is done independently using data sources which include:
financial publications, research materials prepared by institutions, annual reports,
prospectuses, and third-party research. This analysis is ongoing and subject to change.
Primarily, fundamental analysis is performed by evaluating an investment’s qualitative and
quantitative characteristics, such as: financial health, future growth potential, price to
earnings, beta (risk), industry/product and service, dividend history, market capitalization,
and broad economic factors.
Investment strategies may include, but are not limited to:
• Value Investing- We seek to use securities that are believed to be trading for less
than their intrinsic value
• Efficient Market Hypothesis- An investment theory that states it is impossible to
‘beat the market’ because stock market efficiency causes existing prices to always
incorporate and reflect all information.
• Random Walk- An investment theory that states past movement or direction of the
price of a stock or overall market cannot be used to predict its future.
• Tax Conscious- For taxable accounts we pay close attention to capital gains/loss
consequences for individual household circumstances.
Our firm typically recommends and uses individual stocks, mutual funds, ETF’s and closed-
end funds. We focus on long-term strategies and as a result, portfolio turnover may be
low. Although our investment strategies are long-term, we may make short-term decisions
depending on market conditions. In our discretionary portfolios we may take a more
conservative asset-allocation approach, as compared to stated risk tolerance, if we believe
the market is over-valued.
We also have the ability to offer margin transactions. Trading on margin includes
borrowing money to purchase a security or many securities. Buying on margin does
increase the level of risk and is only recommended for certain investors and registration
types.
Risk of Loss
Clients must understand that past performance is not indicative of future results.
Therefore, current and prospective clients should never assume that future performance
of any specific investment or investment strategy will be profitable. Investing in securities
involves risk of loss. Further, depending on the different types of investments there will
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be varying degrees of risk. Clients and prospective clients should be prepared to bear
investment loss including loss of original principal.
Because of the inherent risk of loss associated with investing, our Firm is unable to
represent, guarantee, or even imply that our services and methods of analysis can or will
predict future results, successfully identify market tops or bottoms, or insulate you from
losses due to market corrections or declines.
Investors should be aware that accounts are subject to the following risks:
Market Risk — Even a long-term investment approach cannot guarantee a profit.
Economic, political and issuer-specific events will cause the value of securities to
rise or fall. Because the value of investment portfolios will fluctuate, there is the
risk that you will lose money and your investment may be worth more or less upon
liquidation.
Foreign Securities and Currency Risk — Investments in international and emerging-
market securities include exposure to risks such as currency fluctuations, foreign
taxes and regulations, and the potential for illiquid markets and political instability.
Capitalization Risk — Small-cap and mid-cap companies may be hindered as a result
of limited resources or less diverse products or services, and their stocks have
historically been more volatile than the stocks of larger, more established
companies.
Interest Rate Risk — In a rising rate environment, the value of fixed-income
securities generally declines and the value of equity securities may be adversely
affected.
Credit Risk — Credit risk is the risk that the issuer of a security may be unable to
make interest payments and/or repay principal when due. A downgrade to an
issuer’s credit rating or a perceived change in an issuer’s financial strength may
affect a security’s value and, thus, impact the fund’s performance.
Securities Lending Risk — Securities lending involves the risk that the fund loses
money because the borrower fails to return the securities in a timely manner or at
all. The fund could also lose money if the value of the collateral provided for loaned
securities, or the value of the investments made with the cash collateral, falls.
These events could also trigger adverse tax consequences for the fund.
Exchange-Traded Funds — ETFs face market-trading risks, including the potential
lack of an active market for shares, losses from trading in the secondary markets
and disruption in the creation/redemption process of the ETF. Any of these factors
may lead to the fund’s shares trading at either a premium or a discount to its “net
asset value.”
Performance of Underlying Managers — We select the mutual funds and ETFs in
the asset allocation portfolios. However, we depend on the manager of such funds
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to select individual investments in accordance with their stated investment
strategy.
Default Risk - A default occurs when an issuer fails to make payment on a principal
or interest payment.
Event Risk - Event risk is difficult to predict because it may involve natural disasters
such as earthquakes or hurricanes, as well as changes in circumstance from
regulators or political bodies.
Political Risk - Political risk is the risk associated with the laws of the country, or to
events that may occur there. Particular political events such as a government’s
change in policy could restrict the flow of capital.
Duration Risk - Duration is a way to measure a bond's price sensitivity to changes
in interest rates. The duration of a bond is determined by its maturity date, coupon
rate, and call feature. Duration is a method to compare how different bonds will
react to interest rate changes. If a bond has a duration of five (5) years it means
that the value of that security will decline by approximately five percent (5%) for
every one percent (1%) increase in interest rates.
Reinvestment Risk: Reinvestment risk is the risk that future interest and principal
payments may be reinvested at lower yields due to declining interest rates.
Tax Risk: For municipal bonds, depending on the client’s state of residence, the
interest earned on certain bonds may not be tax-exempt at the state level. Also,
changes in federal tax policy may impact the tax treatment of interest and capital
gains of an investment.
Regulatory Risk: Market participants are subject to rules and regulations imposed
by one or more regulators. Changes to these rules and regulations could have an
adverse effect on the value of an investment.
Concentration Risk: The risk of amplified losses that may occur from having a large
portion of your holdings in a particular investment, asset class or market segment
relative to your overall portfolio.
Commodities Risk - Exposure to commodities in Adviser Clients accounts is in non-
physical form, such as ETFs or mutual funds, there are risks associated with the
movement in gold prices and the ability of the fund or trust manager to respond
or deal with those price movements. There also may be initial charges as well as
annual management fees associated with the fund or trust.
Margin Risk - When you purchase securities, you may pay for the securities in full
or you may borrow part of the purchase price from your brokerage firm. If you
choose to borrow funds through a margin account, securities purchased are the
firm's collateral for the loan to you. If the securities in your account decline in value,
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so does the value of the collateral supporting your loan, and, as a result, the firm
can take action, such as issue a margin call and/or sell securities or other assets in
any of your accounts held with the member, in order to maintain the required
equity in the account. Investing with margin is characterized by unique risks
including amplified losses due to increased leverage; margin calls; forced
liquidations; and additional fees including margin interest charges. In order to
manage margin risk, we recommend leveraging responsibly (borrowing less than
the amount available); keeping a diversified portfolio; and monitoring the account
and evaluating risk regularly. Before investing on margin, be sure to read the
Margin Disclosure Statement provided by your custodian.
Cybersecurity Risk -In addition to the Material Risks listed above, investing involves
various operational and “cybersecurity” risks. These risks include both intentional
and unintentional events at our Firm or one of its third-party counterparties or
service providers, that may result in a loss or corruption of data, result in the
unauthorized release or other misuse of confidential information, and generally
compromise our Firm’s ability to conduct its business. A cybersecurity breach may
in a third-party obtaining unauthorized access to our clients’
also result
information, including social security numbers, home addresses, account numbers,
account balances, and account holdings. Our Firm has established business
continuity plans and risk management systems designed to reduce the risks
associated with cybersecurity breaches. However, there are inherent limitations in
these plans and systems, including that certain risks may not have been identified,
in large part because different or unknown threats may emerge in the future. As
such, there is no guarantee that such efforts will succeed, especially because our
Firm does not directly control the cybersecurity systems of our third-party service
providers. There is also a risk that cybersecurity breaches may not be detected.
Leveraged and Inverse ETFs, ETNs and Mutual Funds - Leveraged ETFs, ETNs and
mutual funds, sometimes labeled “ultra” or “2x” for example, are designed to
provide a multiple of the underlying index's return, typically on a daily basis. Inverse
products are designed to provide the opposite of the return of the underlying
index, typically on a daily basis. These products are different from and can be riskier
than traditional ETFs, ETNs and mutual funds. Although these products are
designed to provide returns that generally correspond to the underlying index, they
may not be able to exactly replicate the performance of the index because of fund
expenses and other factors. This is referred to as tracking error. Continual re-
setting of returns within the product may add to the underlying costs and increase
the tracking error. As a result, this may prevent these products from achieving their
investment objective. In addition, compounding of the returns can produce a
divergence from the underlying index over time, in particular for leveraged
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products. In highly volatile markets with large positive and negative swings, return
distortions are magnified over time. Because of these distortions, these products
should be actively monitored, as frequently as daily, and are generally not
appropriate as an intermediate or long-term holding. To accomplish their
objectives, these products use a range of strategies, including swaps, futures
contracts and other derivatives. These products may not be diversified and can be
based on commodities or currencies. These products may have higher expense
ratios and be less tax-efficient than more traditional ETFs, ETNs and mutual funds.
ESG Investing – ESG investing along with any investment product, is subject to
market risk, which is the possibility that the market values of securities owned by
the portfolio will decline and that the value of portfolio shares may therefore be
less than what you paid for them. Market values can change daily due to economic
and other events (e.g. natural disasters, health crises, terrorism, conflicts and social
unrest) that affect markets, countries, companies or governments. It is difficult to
predict the timing, duration, and potential adverse effects (e.g. liquidity) of events.
ESG strategies that incorporate impact investing and/or environmental, social and
governance (ESG) factors could result in relative investment performance deviating
from other strategies or broad market benchmarks, depending on whether such
sectors or investments are in or out of favor in the market. As a result, there is no
assurance ESG strategies could result in more favorable investment performance.
ITEM 9 - DISCIPLINARY INFORMATION
We do not have any legal, financial or other “disciplinary” item to report.
ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Radio Network
Some of our IARs are the hosts of “More for your Money”, a syndicated radio show. The
radio show is designed to educate radio listeners on financial and retirement matters. Our
firm does pay for hosting the radio show. This local radio show airs within an approximate
35 mile radius from our office location. Our IARs may receive inquiries about UCI services
because of the radio show.
Insurance
Some of our IARs are also licensed insurance agents and sell various life insurance
products, long term care and fixed annuities. Commissions generated by insurance sales
do not offset regular advisory fees. The firm and the IAR have an incentive to recommend
insurance products and this incentive creates a conflict of interest between your interests
and our Firm. We mitigate this conflict by disclosing to clients they have the right to decide
whether or not to engage the services of our IARs or our affiliated Insurance agency.
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Further, clients should note they have the right to decide whether to act on the
recommendations and the right to choose any professional to execute the advice for any
insurance products through our IAR or any licensed insurance agent not affiliated with our
Firm. We recognize the fiduciary responsibility to place the client’s interests first and have
established policies in this regard to avoid any conflicts of interest.
IARs of our Firm are not registered, or have an application pending to register, as a broker-
dealer or a registered representative of a broker-dealer.
IARs of our Firm do not have an application pending to register, as a futures commission
merchant, commodity pool operator, a commodity trading advisor, or an associated
person of the foregoing entities.
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
Our Firm and persons associated with us are allowed to invest for their own accounts or to
have a financial investment in the same securities or other investments that we
recommend or acquire for your account, and may engage in transactions that are the same
as or different than transactions recommended to or made for your account. This creates
a conflict of interest. We recognize the fiduciary responsibility to act in your best interest
and have established polices to mitigate conflicts of interest.
We have developed and implemented a Code of Ethics that sets forth standards of conduct
expected of our advisory personnel to mitigate this conflict of interest. The Code of Ethics
addresses, among other things, personal trading, gifts, the prohibition against the use of
inside information.
The Code of Ethics is designed to protect our clients to detect and deter misconduct,
educate personnel regarding the firm’s expectations and laws governing their conduct,
remind personnel that they are in a position of trust and must act with complete propriety
at all times, protect the reputation of UCI, guard against violation of the securities laws,
and establish procedures for personnel to follow so that we may determine whether their
personnel are complying with the firm’s ethical principles.
We have established the following restrictions in order to ensure our firm’s fiduciary
responsibilities:
1. A director, officer or employee of UCI shall not buy or sell any securities for their
personal portfolio(s) where their decision is substantially derived, in whole or in
part, by reason of his or her employment unless the information is also available to
the investing public on reasonable inquiry. No supervised employee of UCI shall
prefer his or her own interest to that of the advisory client.
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2. All associated persons with access to advisory recommendations are required to
disclose a list of all securities holdings initially upon hire and annually. These
holdings are reviewed on quarterly basis by an appropriate officer/individual of UCI.
3. We emphasize the unrestricted right of the client to decline to implement any
advice rendered, except in situations where we are granted discretionary authority
of the client’s account.
4. We require that all supervised employees must act in accordance with all applicable
Federal and State regulations governing registered investment advisory practices.
5. Any supervised employee not in observance of the above may be subject to
termination.
Investment Policy
None of our associated persons may effect for himself/herself or for accounts in which
he/she holds a beneficial interest, any transactions in a security which is being actively
recommended to any of our clients, unless in accordance with the Firm’s procedures.
You may request a complete copy of our Code of Ethics by contacting us at the telephone
number on the cover page of this Part 2; Attn: Chief Compliance Officer.
ITEM 12 - BROKERAGE PRACTICES
Uncommon Cents Investing, LLC does not maintain custody of your assets on which we
advise, although we may be deemed to have custody of your assets if you give us authority
to withdraw assets from your account (see Item 15—Custody, below). Your assets must be
maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We
require that our clients use Charles Schwab & Co., Inc. (Schwab), a registered broker-
dealer, member SIPC, as the qualified custodian.
We are independently owned and operated and are not affiliated with Schwab. Schwab
will hold your assets in a brokerage account and buy and sell securities when we instruct
them to. While we require that you Schwab as custodian/broker, you will decide whether
to do so and will open your account with Schwab by entering into an account agreement
directly with them. Conflicts of interest associated with this arrangement are described
below as well as in Item 14 (Client referrals and other compensation). You should consider
these conflicts of interest when selecting your custodian.
We do not open the account for you, although we may assist you in doing so. If you do not
wish to place your assets with Schwab, then we cannot manage your account. Even though
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your account is maintained at Schwab, and we anticipate that most trades will be executed
through Schwab, we can still use other brokers to execute trades for your account as
described below.
How we select brokers/custodians
We seek to use Schwab, custodians/brokers that will hold your assets and execute
transactions. When considering whether the terms that Schwab provide are, overall, most
advantageous to you when compared with other available providers and their services, we
take consider a wide range of factors, including:
• Combination of transaction execution services and asset custody services (generally
without a separate fee for custody)
• Capability to execute, clear, and settle trades (buy and sell securities for your
account)
• Capability to facilitate transfers and payments to and from accounts (wire transfers,
check requests, bill payment, etc.)
• Breadth of available investment products (stocks, bonds, mutual funds, exchange-
traded funds [ETFs], etc.)
• Availability of investment research and tools that assist us in making investment
decisions
• Quality of services
• Competitiveness of the price of those services (commission rates, margin interest
rates, other fees, etc.) and willingness to negotiate the prices
• Reputation, financial strength, security and stability
• Prior service to us and our clients
• Services delivered or paid for by Schwab
• Availability of other products and services that benefit us, as discussed below (see
“Products and services available to us from Schwab”)
Your brokerage and custody costs
For our clients’ accounts that Schwab maintains, Schwab does not generally charge you
separately for custody services but are compensated by charging you commissions or other
fees on trades that it executes or that settle into your Schwab account. Certain trades (for
example, many mutual funds and ETFs) may not incur Schwab commissions or transaction
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fees. Schwab is also compensated by earning interest on the uninvested cash in your
account.
Although we are not required to execute all trades through Schwab, we have determined
that having Schwab execute most trades is consistent with our duty to seek “best
execution” of your trades. Best execution means the most favorable terms for a
transaction based on all relevant factors, including those listed above (see “How we select
brokers/custodians”). By using another broker or dealer you may pay lower transaction
costs.
Products and services available to us from Schwab:
Schwab Advisor Services™ is Schwab’s business serving independent investment advisory
firms like us. They provide us and our clients with access to their institutional brokerage
services (trading, custody, reporting, and related services), many of which are not typically
available to Schwab retail customers. However, certain retail investors may be able to get
institutional brokerage services from Schwab without going through us.
Schwab also makes available various support services. Some of those services help us
manage or administer our clients’ accounts, while others help us manage and grow our
business. Schwab’s support services are generally available on an unsolicited basis (we
don’t have to request them) and at no charge to us. Following is a more detailed
description of Schwab’s support services:
Services that benefit you. Schwab’s institutional brokerage services include access to a
broad range of investment products, execution of securities transactions, and custody of
client assets.
The investment products available through Schwab include some to which we might not
otherwise have access or that would require a significantly higher minimum initial
investment by our clients.
Schwab’s services described in this paragraph generally benefit you and your account.
Services that do not directly benefit you. Schwab also makes available to us other products
and services that benefit us but do not directly benefit you or your account. These products
and services assist us in managing and administering our clients’ accounts and operating
our firm. They include investment research, both Schwab’s own and that of third parties.
We use this research to service all or a substantial number of our clients’ accounts,
including accounts not maintained at Schwab. In addition to investment research, Schwab
also makes available software and other technology that:
•
Provide access to client account data (such as duplicate trade
confirmations and account statements)
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•
Facilitate trade execution and allocate aggregated trade orders for
multiple client accounts
•
Provide pricing and other market data
•
Facilitate payment of our fees from our clients’ accounts
•
Assist with back-office functions, recordkeeping, and client reporting
Services that generally benefit only us. Schwab also offers other services intended to help
us manage and further develop our business enterprise. These services include:
•
Educational conferences and events
•
Consulting on technology and business needs
•
Consulting on legal and related compliance needs
•
Publications and conferences on practice management and business
succession
•
Access to employee benefits providers, human capital consultants, and
insurance providers
•
Marketing consulting and support
Our interest in Schwab’s services
We believe that taken in the aggregate, our recommendation of Schwab as custodian and
broker is in the best interests of our clients. Our selection is primarily supported by the
scope, quality, and price of Schwab’s services (see “How we select brokers/ custodians”)
and not Schwab’s services that benefit only us.
There is no direct link between our participation in the program and the investment advice
we give to our clients, although we receive economic benefits through our participation in
the program that are typically not available to any other independent investment advisors
participating in the program. These benefits include the following products and services
(provided without cost or at a discount): receipt of duplicate Client statements and
confirmations; research related products and tools; consulting services; access to a trading
desk serving advisor participants; access to block trading (which provides the ability to
aggregate securities transactions for execution and then allocate the appropriate shares to
Client accounts); the ability to have advisory fees deducted directly from Client accounts;
access to an electronic communications network for Client order entry and account
information; access to mutual funds with no transaction fees and to certain institutional
money managers; and discounts on compliance, marketing, research, technology, and
practice management products or services provided to us by third party vendors. Schwab
may also have paid for business consulting and professional services received by some of
our related persons. Some of the products and services made available by Schwab through
the program may benefit us but may not benefit your account. These products or services
may assist us in managing and administering your account, including accounts not
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maintained at Schwab. Other services made available by Schwab are intended to help us
manage and further develop our business enterprise. The benefits received by our firm or
our personnel through participation in the program do not depend on the amount of
brokerage transactions directed to Schwab. As part of our fiduciary duties to clients, we
endeavor at all times to put the interests of our clients first. You should be aware, however,
that the receipt of economic benefits by our Firm or our related persons in and of itself
creates a conflict of interest and may indirectly influence our choice of Schwab for custody
and brokerage services.
In the event you request us to recommend a broker/dealer custodian for execution and/or
custodial services, we generally recommend your account to be maintained at Schwab. We
may recommend that you establish accounts with Schwab to maintain custody of your
assets and to effect trades for your accounts. You are under no obligation to act upon any
recommendations, and if you elect to act upon any recommendations, you are under no
obligation to place the transactions through any broker/dealer we recommend. Our
recommendation is generally based on the broker’s cost and fees, skills, reputation,
dependability and compatibility with the client. You may be able to obtain lower
commissions and fees from other brokers and the value of products, research and services
given to us is not a factor in determining the selection of broker/dealer or the
reasonableness of their commissions.
Brokerage for Client Referrals
Our Firm does not receive client referrals from any custodian or third party in exchange for
using that broker-dealer or third party.
Aggregation and Allocation of Transactions
We may aggregate transactions if we believe that aggregation is consistent with the duty
to seek best execution for our clients and is consistent with the disclosures made to clients
and terms defined in the client investment advisory agreement. No advisory client will be
favored over any other client, and each account that participates in an aggregated order
will participate at the average share price (per custodian) for all transactions in that
security on a given business day.
If we do not receive a complete fill for an aggregated order, we will allocate the order on
a pro-rata basis. If we determine that a pro-rata allocation is not appropriate under the
particular circumstances, we will base the allocation on other relevant factors, which may
include:
1. When only a small percentage of the order is executed, with respect to purchase
allocations, allocations may be given to accounts high in cash;
2. With respect to sale allocations, allocations may be given to accounts low in cash;
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3. We may allocate shares to the account with the smallest order, or to the smallest
position, or to an account that is out of line with respect to security or sector
weightings, relative to other portfolios with similar mandates;
4. We may allocate to one account when that account has limitations in its investment
guidelines prohibiting it from purchasing other securities that we expect to produce
similar investment results and that can be purchased by other accounts in the
block;
5. If an account reaches an investment guideline limit and cannot participate in an
allocation, we may reallocate shares to other accounts. For example, this may be
due to unforeseen changes in an account’s assets after an order is placed;
6. If a pro-rata allocation of a potential execution would result in a de Minimis
allocation in one or more accounts, we may exclude the account(s) from the
allocation.
7. We will document the reasons for any deviation from a pro-rata allocation.
Trade Errors
We have implemented procedures designed to prevent trade errors; however, trade errors
in client accounts cannot always be avoided. Consistent with our fiduciary duty, it is our
policy to correct trade errors in a manner that is in the best interest of the client. In cases
where the client causes the trade error, the client will be responsible for any loss resulting
from the correction. Depending on the specific circumstances of the trade error, the client
may not be able to receive any gains generated as a result of the error correction. In all
situations where the client does not cause the trade error, the client will be made whole
and we will absorb any loss resulting from the trade error if the error was caused by the
firm. If the error is caused by the Custodian, the Custodian will be responsible for covering
all trade error costs. If an investment gain results from the correcting trade, the gain will
be donated to charity. We will never benefit or profit from trade errors.
Directed Brokerage
We do not routinely recommend, request or require that you direct us to execute
transaction through a specified broker dealer. Additionally, we typically do not permit you
to direct brokerage. We place trades for your account subject to our duty to seek best
execution and other fiduciary duties.
ITEM 13 - REVIEW OF ACCOUNTS
Account Reviews and Reviewers – Investment Supervisory Services
Our Investment Adviser Representatives will monitor client accounts on a regular basis and
perform annual reviews with each client. All accounts are reviewed for consistency with
client investment strategy, asset allocation, risk tolerance and performance relative to the
appropriate benchmark. More frequent reviews may be triggered by changes in an account
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holder’s personal, tax or financial status. Geopolitical and macroeconomic specific events
may also trigger reviews.
Statements and Reports
The custodian for the individual client’s account will provide clients with an account
statement at least quarterly.
Written reports may also be provided at every client meeting. Communication to clients
will be done on an as needed basis with a minimum of 1 contact per calendar year. You
are urged to compare the reports provided by UCI against the account statements you
receive directly from your account custodian. Consulting clients (i.e. those who have no
assets under management with us in our advisory program) will receive no regular reports
from the Firm.
ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
Our firm neither accepts nor pay fees for referrals.
We receive an economic benefit from Schwab in the form of the support products and
services it makes available to us and other independent investment advisers whose clients
maintain their accounts at Schwab. These products and services, how they benefit us, and
the related conflicts of interest are described above (see Item 12 – Brokerage Practices).
The availability to us of Schwab’s products and services is not based on us giving particular
investment advice, such as buying particular securities for our clients.
Our Firm may be asked to recommend a financial professional, such as an attorney,
accountant, or mortgage broker. In such cases, our Firm does not receive any direct
compensation in return for any referrals made to individuals or firms in our professional
network. Clients must independently evaluate these firms or individuals before engaging
in business with them and clients have the right to choose any financial professional to
conduct business. Individuals and firms in our financial professional network may refer
clients to our Firm. Again, our Firm does not pay any direct compensation in return for any
referrals made to our Firm. Our Firm does recognize the fiduciary responsibility to place
your interests first and have established policies in this regard to mitigate any conflicts of
interest.
ITEM 15 – CUSTODY
We do not have physical custody, as it applies to investment advisors. Custody has been
defined by regulators as having access or control over client funds and/or securities.
For all accounts, our firm has the authority to have fees deducted directly from client
accounts. Our firm has established procedures to ensure all client funds and securities are
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held at a qualified custodian in a separate account for each client under that client’s name.
Clients or an independent representative of the client will direct, in writing, the
establishment of all accounts and therefore are aware of the qualified custodian’s name,
address and the manner in which the funds or securities are maintained. Finally, account
statements are delivered directly from the qualified custodian to each client, or the client’s
independent representative, at least quarterly. You should carefully review those
statements and are urged to compare the statements against reports received from UCI.
When you have questions about your account statements, you should contact UCI or the
qualified custodian preparing the statement. Please refer to Item 5 for more information
about the deduction of advisory fees.
Our authority to direct client requests, utilizing standing instructions, for wire transfer of
funds for first-party money movement and third-party money movement (checks and/or
journals, ACH, Fed-wires). The SEC issued a no-action letter (“Letter”) with respect to the
Rule 206(4)-2 (“Custody Rule”) under the Investment Advisors Act of 1940 (“Advisors Act”).
The letter provided guidance on the Custody Rule as well as clarified that an Advisor who
has the power to disburse client funds to a third party under a standing letter of instruction
(“SLOA”) is deemed to have custody. As such, our Firm has adopted the following
safeguards in conjunction with our custodians. The firm has elected to meet the SEC’s
seven conditions to avoid the surprise custody exam, as outlined below:
1. The client provides an instruction to the qualified custodian, in writing, that
includes the client’s signature, the third party’s name, and either the third
party’s address or the third party’s account number at a custodian to which
the transfer should be directed.
2. The client authorizes the investment adviser, in writing, either on the qualified
custodian’s form or separately, to direct transfers to the third party either on
a specified schedule or from time to time.
3. The client’s qualified custodian performs appropriate verification of the
instruction, such as a signature review or other method to verify the client’s
authorization, and provides a transfer of funds notice to the client promptly
after each transfer.
4. The client has the ability to terminate or change the instruction to the client’s
qualified custodian.
5. The investment adviser has no authority or ability to designate or change the
identity of the third party, the address, or any other information about the
third party contained in the client’s instruction.
6. The investment adviser maintains records showing that the third party is not
a related party of the investment adviser or located at the same address as
the investment adviser.
7. The client’s qualified custodian sends the client, in writing, an initial notice
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confirming the instruction and an annual notice reconfirming the instruction.
ITEM 16 – INVESTMENT DISCRETION
For discretionary accounts, prior to engaging UCI to provide investment advisory services,
you will enter a written Agreement with us granting the firm the authority to supervise and
direct, on an on-going basis, investments in accordance with the client’s investment
objective and guidelines. In addition, you will need to execute additional documents
required by the Custodian to authorize and enable UCI, in its sole discretion, without prior
consultation with or ratification by you, to purchase, sell or exchange securities in and for
your accounts. We are authorized, in our discretion and without prior consultation with
you to: (1) buy, sell, exchange and trade any stocks, bonds, and (2) determine the amount
of stocks, bonds or other securities or assets and (3) place orders with the custodian. Any
limitations to such discretionary authority will be communicated to our Firm in writing by
you, the client. The limitations on investment and brokerage discretion held by UCI for you
are:
1. For discretionary accounts, we require that we be provided with authority to
determine which securities and the amounts of securities to be bought or sold.
2. Any limitations on this discretionary authority shall in writing as indicated on the
investment advisory Agreement, Appendix B. You may change/amend these
limitations as required.
ITEM 17 – VOTING CLIENT SECURITIES
investments that become the subject of any
legal proceedings,
We will not vote proxies on your behalf. You are welcome to vote proxies or designate an
independent third-party at your own discretion. You designate proxy voting authority in
the custodial account documents. You must ensure that proxy materials are sent directly
to you or your assigned third party. We do not take action with respect to any securities or
other
including
bankruptcies. Clients can contact our office with questions about a particular solicitation
by phone at 608-563-2437.
Class Action Suits
A class action is a procedural device used in litigation to determine the rights of and
remedies, if any, for large numbers of people whose cases involve common questions of
law and/or fact. Class action suits frequently arise against companies that publicly issue
securities, including securities recommended by investment advisors to clients. With
respect to class action suits and claims, you will have the responsibility for class actions or
bankruptcies, involving securities purchased for or held in your account. We do not provide
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such services and are not obligated to forward copies of class action notices we may
receive to you.
ITEM 18 – FINANCIAL INFORMATION
We do not require or solicit prepayment of more than $1,200 in fees per client, six months
or more in advance. Therefore, we are not required to include a balance sheet for our
most recent fiscal year. We are not subject to a financial condition that is reasonably likely
to impair our ability to meet contractual commitments to clients. Finally, we have not been
the subject of a bankruptcy petition at any time.
PRIVACY POLICY
Our Firm collects nonpublic personal information about Clients from information provided
on applications or other forms, as well as from information regarding Client transactions
with our Firm, our affiliates, or others. In accordance with Regulation S-P, our Firm does
not disclose any nonpublic personal information about current or former Clients to third
parties, except as permitted or required by law, or as necessary to service Client accounts.
Access to Client information is restricted to Firm personnel who require such information
to provide investment advisory services. Our Firm maintains physical, electronic, and
procedural safeguards designed to protect Client information in compliance with federal
standards and Regulation S-P. Our Firm provides a copy of its Privacy Policy to Clients at
the time of account opening, upon request, and annually if the Policy is amended.
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