A. Description of our services, including the types of portfolio management services, provided
under each program. We must indicate the wrap fee charged for each program, or, if fees vary
according to a schedule, provide such schedule. Further, we are required to indicate whether
fees are negotiable and identify the portion of the total fee, or range of fees, paid to portfolio
managers.
We offer wrap fee programs as described in this Wrap Fee Program Brochure. Our wrap fee
accounts are managed according to the client’s investment objectives, financial goals, risk
tolerance, etc. Wrap fee accounts include both discretionary accounts, and non-discretionary
accounts/investments for which we have made investment recommendations to our clients.
Material conflicts of interest are disclosed regarding the investment adviser, its representatives
or any of its employees, which could be reasonably expected to impair the rendering of
unbiased and objective advice. We disclose that lower fees for comparable services may be
available from other sources.
(i) Our Asset Management Wrap Fee Program:
We emphasize continuous and regular account supervision. As part of our asset
management service, we primarily create a portfolio, consisting of exchange traded funds,
mutual funds, structured notes, private equity funds which can include hard money lending,
investing in client owned businesses or commercial real estate, non-traded or public REITs,
and private placements. We may also invest in other securities, including but not limited
to, individual stocks or bonds.
Many alternative investments require a minimum investment amount, carry significant
liquidity risk, and are only available to investors who meet certain income and/or net worth
requirements. We have a number of factors we consider when recommending alternative
investments to clients that include but are not limited to the accreditation status, the level
of interest a client expresses for such investments, past participation in such investments,
and whether the investment would offer diversification to the client’s portfolio. The client’s
individual investment strategy is tailored to their specific needs and could include some or
all of the previously mentioned investment offerings. Each portfolio will be initially
designed to meet a particular investment goal, which we determine to be suitable to the
client’s circumstances. Once the appropriate portfolio has been determined, we review the
portfolio at least quarterly and if necessary, rebalance the portfolio based upon the client’s
individual needs, stated goals and objectives. Each client has the opportunity to place
reasonable restrictions on individual investments to be held in the portfolio.
Our Asset Management Wrap Fee Program Fee Schedule:
Assets under management Annual percentage of assets charge*:
$0 to $10,000,000 1.00%
$10,000,000 to $20,000,000 0.90%
$20,000,000 to $50,000,000 0.75%
Above $50,000,000 0.60%
* Some accounts may be under different fee schedules honoring prior agreements. Our
standard fee schedule is negotiable based on a number of factors, which include but are not
limited to “grandfathered” accounts, related accounts, and other structures that we consider
in special situations. Our firm’s asset management fees are billed on a pro-rata annualized
basis monthly in advance based on the value of your account on the last day of the previous
month.
The value of client investments in the various Trojan Storage and Jett Ventures fund
outlined in Item 4.b.(ii) above are included when calculating the management fee paid to
Core Financial. Additionally, client investments in other third-party private/alternative
investments recommended by Core Financial are included when calculating the
management fee paid to Core Financial. Investments in private placements/alternative
investments are billed on a pro-rata annualized monthly basis in advance based upon the
value of the investment/account on the last day of the previous month. In the case of all
private placements/alternative investments, valuations are based upon information received
from the respective managers of the investments.
Fees will generally be automatically deducted from your managed account*. As part of this
process, you understand and acknowledge the following:
a) You provide authorization permitting us to be directly paid by these terms, including
automatically deducting fees from your accounts with independent custodians to cover
asset management fees related to your investments that are covered by your
participation in our wrap asset management
programs, including accounts with third-
party managers; and
b) Your independent custodian sends statements at least quarterly to you showing all
disbursements from your account, including the amount of the advisory fees paid to
us.
*In rare cases, we will agree to directly bill clients.
B. Explanation that a wrap fee program may cost you more or less than purchasing such services
separately and description of the factors that bear upon the relative cost of the program, such
as the cost of the services if provided separately and the trading activity in your account(s).
A wrap fee program allows our clients to pay a specified fee for investment advisory services
and the execution of transactions. The advisory services include portfolio management and/or
advice concerning selection of other advisers, and the fee is not based directly upon
transactions in your account. Your fee is bundled with our costs for executing transactions in
your account(s). This results in a higher advisory fee to you. We do not charge our clients
higher advisory fees based on their trading activity, but you should be aware that we have an
incentive to limit our trading activities in your account(s) because we are charged for executed
trades. By participating in a wrap fee program, you may end up paying more or less than you
would through a non-wrap fee program where a lower advisory fee is charged, but trade
execution costs are passed directly through to you by the executing broker.
Description of any fees that you may pay in addition to a wrap fee, and description of the
circumstances under which you may pay these fees, including, if applicable, mutual fund
expenses and mark-ups, mark-downs, or spreads paid to market makers.
You will pay some or all of the following fees and expenses: custodial fees, charges imposed
directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the
fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-
downs, spreads paid to market makers, wire transfer fees and other fees and taxes on brokerage
accounts and securities transactions. These fees are not included within the wrap-fee you are
charged by our firm.
The use of unaffiliated third-party managers and private placements will incur fees that are
separate and in addition to the asset management fees we charge. For more information
regarding these separate fees, please review the third-party manager’s Form ADV, Part 2 and
the applicable private placement memorandum.
C. If someone recommending a wrap fee program to you receives compensation as a result of
your participation in the program, we must disclose this fact. Further, we are required to
explain, if applicable, that the amount of the compensation may be more than what the person
would receive if you participated in our other wrap fee program or paid separately for
investment advice, brokerage and other services. Finally, we must explain that someone
recommending a wrap fee program may have a financial incentive to recommend the wrap fee
program over other programs or services.
Our investment advisory representatives receive a portion of the advisory fee that you pay us,
either directly as a percentage of your overall fee or as their salary from our firm. In cases
where our investment advisory representatives are paid a percentage of your overall advisory
fee, this creates an incentive to recommend that you participate in a wrap fee program rather
than a non-wrap fee program (where you would pay for trade execution costs) or brokerage
account where commissions are charged. This is because, in some cases, we stand to earn more
compensation from advisory fees paid to us through a wrap fee program arrangement if your
account is not actively traded.
Mr. Koudsi is an owner of Counterpoint Mutual Funds, LLC, the investment adviser to various
Counterpoint fixed income and equity funds. Mr. Koudsi earns a portion of the funds’
management fee. Core Financial’s advisers recommend investments in the funds which
represents a conflict of interest. Any Core Financial clients that invest in these mutual funds will
have their fee offset by the amount of fees received from managing the fund.
Core Financial recommends clients invest in various alternative investment offerings including,
but not limited to, Trojan Storage Funds and Jett Ventures Funds. These offerings are managed
by an affiliated entity, KoBre Holdings, LLC, for which Mr. Koudsi is also an owner and
controlling member, which represents a conflict of interest.