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offer or sell insurance products. To the extent requested by a client, the Registrant may recommend the
services of other professionals for investment and non-investment implementation purpose (i.e.,
attorneys, accountants, insurance, etc.), including Registrant’s representatives in their separate
individual capacities as registered representatives of Purshe Kaplan Sterling Investments, Inc.
(“PKS”), an SEC registered and FINRA member broker-dealer, and as licensed insurance agents. The
client is under no obligation to engage the services of any such recommended professional. Please
Note-Conflict of Interest: The recommendation that a client purchase a securities or insurance
commission product from a Registrant’s representative in his/her individual capacity as a
representative of PKS and/or as an insurance agent, presents a conflict of interest, as the receipt of
commissions may provide an incentive to recommend investment and/or insurance products based on
commissions to be received, rather than on a particular client’s need. The fees charged and
compensation derived from the sale of such insurance and/or securities products is separate from, and
in addition to, Registrant’s investment advisory fee. No client is under any obligation to purchase any
securities or insurance commission products from any of the Registrant’s representative. Clients are
reminded that they may purchase securities and insurance products recommended by a Registrant’s
representatives through other, non-affiliated broker-dealers and/or insurance agents. If the client
engages any unaffiliated professional, and a dispute arises thereafter relative to such engagement, the
engaged professional (and not the Registrant) shall remain exclusively responsible for resolving any
such dispute with the client. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Joshua
Goulding, remains available to address any questions that a client or prospective client may have
regarding the above conflicts of interest.
Please Note: Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client
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) roll over
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). If Registrant recommends that a client roll
over their retirement plan assets into an account to be managed by Registrant, such a recommendation
creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result
of the rollover. If Registrant provides a recommendation as to whether a client should engage in a
rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a
fiduciary 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. No client is
under any obligation to roll over retirement plan assets to an account managed by Registrant,
whether it is from an employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer,
Joshua Goulding, remains available to address any questions that a client or prospective client
may have regarding the potential for conflict of interest presented by such rollover
recommendation.
Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to
recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that
Fidelity serve as the broker-dealer/custodian for client investment management assets. Broker-dealers
such as Fidelity charge brokerage commissions, transaction, and/or other type fees for effecting certain
types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups
and mark-downs charged for fixed income transactions, etc.). The types of securities for which
transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ
depending upon the broker-dealer/custodian. While certain custodians, including Fidelity, generally
(with the potential exception for large orders) do not currently charge fees on individual equity
transactions (including ETFs), others do. Please Note: there can be no assurance that Fidelity will not
change its transaction fee pricing in the future. The above fees/charges are in addition to Registrant’s
investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges.
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ANY QUESTIONS: Registrant’s Chief Compliance Officer, Joshua Goulding, remains available to
address any questions that a client or prospective client may have regarding the above.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account
transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated
sweep account. The yield on the sweep account will generally be lower than those available for other
money market accounts. When this occurs, to help mitigate the corresponding yield
dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a
higher yielding money market fund available on the custodian’s platform, unless Registrant reasonably
anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase
additional investments for the client’s account. Exceptions and/or modifications can and will occur with
respect to all or a portion of the cash balances for various reasons, including, but not limited to
the amount of dispersion between the sweep account and a money market fund, an indication from the
client of an imminent need for such cash, or the client has a demonstrated history of writing checks from
the account. Please Note: The above does not apply to the cash component maintained within a
Registrant actively managed investment strategy (the cash balances for which shall generally remain in
the custodian designated cash sweep account), an indication from the client of a need for access to
such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for
fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield
dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any
Registrant unmanaged accounts.
ANY QUESTIONS: Registrant’s Chief Compliance Officer, Joshua
Goulding, remains available to address any questions that a client or prospective client may have
regarding the above.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the client’s best
interest. Registrant will review client portfolios on an ongoing basis to determine if any changes are
necessary based upon various factors, including, but not limited to, investment performance, market
conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the
client’s investment objective. Based upon these factors, there may be extended periods of time when
Registrant determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the
fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there
can be no assurance that investment decisions made by the Registrant will be profitable or equal any
specific performance level(s).
Cybersecurity Risk. The information technology systems and networks that Registrant and its third-
party service providers use to provide services to Registrant’s clients employ various controls, which
are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that
could cause significant interruptions in Registrant’s operations and result in the unauthorized
acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are
nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur
losses, including for example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or interruption to
systems. Although Registrant has established processes to reduce the risk of cybersecurity incidents,
there is no guarantee that these efforts will always be successful, especially considering that Registrant
does not directly control the cybersecurity measures and policies employed by third-party service
providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that
more directly affect issuers of securities in which those clients invest, broker-dealers, qualified
custodians, governmental and other regulatory authorities, exchange and other financial market
operators, or other financial institutions.
Please Note-Use of Mutual and Exchange Traded Funds: Registrant utilizes mutual funds and
exchange traded funds for its client portfolios. In addition to Registrant’s investment advisory fee
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described below, and transaction and/or custodial fees discussed above, clients will also incur, relative
to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g.
management fees and other fund expenses).
ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS:
Trustee Directed Plans. Registrant can be engaged to provide discretionary investment
advisory services to ERISA retirement plans, whereby the Firm shall manage Plan assets
consistent with the investment objective designated by the Plan trustees. In such
engagements, Registrant will serve as an investment fiduciary as that term is defined
under The Employee Retirement Income Security Act of 1974 (“ERISA”). Registrant will
generally provide services on an “assets under management” fee basis per the terms and
conditions of an Investment Advisory Agreement between the Plan and the Firm.
Participant Directed Retirement Plans. Registrant can also provide investment
advisory and consulting services to participant directed retirement plans per the
terms and conditions of a Retirement Plan Services Agreement between Registrant and
the plan. For such engagements, Registrant shall assist the Plan sponsor with the
selection of an investment platform from which Plan participants shall make their
respective investment choices (which may include investment strategies devised and
managed by Registrant), and, to the extent engaged to do so, may also provide
corresponding education to assist the participants with their decision-making process.
Client Retirement Plan Assets. If requested to do so, Registrant can provide investment
advice relative to 401(k) plan assets maintained by the client in conjunction with the
retirement plan established by the client’s employer. In such event, Registrant shall
recommend that the client allocate the retirement account assets among the
investment options available on the 401(k) platform. Registrant’s ability shall be
limited to the allocation of the assets among the investment alternatives available
through the plan. Registrant will not receive any communications from the plan
sponsor or custodian, and it shall remain the client’s exclusive obligation to notify
Registrant of any changes in investment alternatives, restrictions, etc. pertaining to the
retirement account. Unless expressly indicated by the Registrant to the contrary, in
writing, the client’s 401(k) plan assets shall be included as assets under management
for purposes of Registrant calculating its advisory fee.
Please Note: Cash Positions. Registrant continues to treat cash as an asset class. As such, unless
determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be
included as part of assets under management for purposes of calculating Registrant’s advisory fee. At
any specific point in time, depending upon perceived or anticipated market conditions/events (there
being no guarantee that such anticipated market conditions/events will occur), Registrant may
maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such
amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s
advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS:
Registrant’s Chief Compliance Officer, Joshua Goulding, remains available to address any
questions that a client or prospective may have regarding the above fee billing practice.
Client Obligations. In performing our services, Registrant shall not be required to verify any
information received from the client or from the client’s other professionals, and is expressly authorized
to rely thereon. Moreover, it remains each client’s responsibility to promptly notify Registrant if there is
ever any change in his/her/its financial situation or investment objectives for the purpose of
reviewing/evaluating/revising our previous recommendations and/or services.
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