A. Open Window Financial Solutions, Ltd. (the “Registrant”) is a professional corporation
formed on February 23, 2004 in the state of Nevada and is principally owned by Joseph
Hollen and Eric Hollen. The Registrant became registered as an Investment Adviser Firm
on May 21, 2004.
B.
INVESTMENT ADVISORY SERVICES
The Registrant provided discretionary investment advisory services on a fee-only basis.
The Registrant’s annual investment advisory fee is based upon a percentage (%) of the
market value of the assets placed under the Registrant’s management. Before engaging the
Registrant to provide investment advisory services, clients are required to enter into an
Investment Advisory Agreement with the Registrant setting forth the terms and conditions
of the engagement (including termination), describing the scope of the services to be
provided, and the fee that is due from the client.
Registrant’s annual investment advisory fee shall include investment advisory services,
and, to the extent specifically requested by the client, financial planning and consulting
services. In the event that the client requires extraordinary planning and/or consultation
services (to be determined in the sole discretion of the Registrant), the Registrant may
determine to charge for such additional services, the dollar amount of which shall be set
forth in a separate written notice to the client.
Trustee Directed Plans. The 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 Fiduciary & Retirement Plan Consulting Agreement between
the Plan and the Firm.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
The Registrant may provide financial planning and/or consulting services (including
investment and non-investment related matters, including estate planning, etc.) on a stand-
alone separate fee basis. Registrant’s planning and consulting fees are negotiable,
depending upon the level and scope of the service(s) required and the professional(s)
rendering the service(s). Prior to engaging the Registrant to provide planning or consulting
services, clients are generally required to enter into a Financial Planning and Consulting
Agreement with the Registrant setting forth the terms and conditions of the engagement
(including termination), describing the scope of the services to be provided, and the portion
of the fee that is due from the client prior to Registrant commencing services.
If requested by the client, Registrant may recommend the services of other professionals
for implementation purposes. The client is under no obligation to engage the services of
any such recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from the
Registrant.
If the client engages any recommended unaffiliated professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e. attorney, accountant, insurance agent, etc.), and not the Registrant, shall be responsible
for the quality and competency of the services provided.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in their financial situation or investment objectives for the purpose of reviewing,
evaluating or revising Registrant’s previous recommendations and/or services.
MISCELLANEOUS
Limitations of Financial Planning and Non-Investment Consulting/Implementation
Services. To the extent requested by a client, Registrant may provide financial planning
and related consulting services regarding non-investment related matters, such as estate
planning, tax planning, insurance, etc. The Registrant does not serve as a law firm,
accounting firm, or insurance agency, and no portion of Registrant’s services should be
construed as legal, accounting, or insurance implementation services. Accordingly,
Registrant does not prepare estate planning documents, tax returns or sell insurance
products.
To the extent requested by a client, Registrant may recommend the services of other
professionals for certain non-investment implementation purposes (i.e. attorneys,
accountants, insurance agents, etc.). Clients are reminded that they are under no obligation
to engage the services of any such recommended professional. The client retains absolute
discretion over all such implementation decisions and is free to accept or reject any
recommendation made by Registrant or its representatives.
If the client engages any unaffiliated recommended professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e. attorney, accountant, insurance agent, etc.), and not the Registrant, shall be responsible
for the quality and competency of the services provided.
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, 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.
eMoney Advisor Platform. Registrant may provide its clients with access to an online
platform hosted by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client
to view their complete asset allocation, including those assets that Registrant does not
manage (the “Excluded Assets”). Registrant does not provide investment management,
monitoring, or implementation services for the Excluded Assets. Therefore, Registrant
shall not be responsible for the investment performance of the Excluded Assets. Rather,
the client and/or their advisor(s) that maintain management authority for the Excluded
Assets, and not Registrant, shall be exclusively responsible for such investment
performance. The client may choose to engage Registrant to manage some or all of the
Excluded Assets pursuant to the terms and conditions of an Investment Advisory
Agreement between Registrant and the client.
The eMoney platform also provides access to other types of information
and applications
including financial planning concepts and functionality, which should not, in any manner
whatsoever, be construed as services, advice, or recommendations provided by Registrant.
Finally, Registrant shall not be held responsible for any adverse results a client may
experience if the client engages in financial planning or other functions available on the
eMoney platform without Registrant’s assistance or oversight.
Use of Mutual Funds and ETFs. Registrant utilizes mutual funds and exchange traded
funds for its client portfolios. In addition to Registrant’s investment advisory fee 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).
Use of DFA Mutual Funds and ETFs. Registrant utilizes mutual funds and ETFs issued
by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available through
registered investment advisers approved by DFA. Therefore, if the client was to terminate
Registrant’s services, and transition to another adviser who has not been approved by DFA
to utilize DFA funds, restrictions regarding additional purchases of, or reallocation among
other DFA funds, will generally apply. In addition to Registrant’s investment advisory fee
described below, and transaction and/or custodial fees discussed below, clients will also
incur, relative to all mutual fund purchases, charges imposed at the fund level (e.g.,
management fees and other fund expenses).
Socially Responsible Investing Limitations. Socially Responsible Investing involves the
incorporation of Environmental, Social and Governance (“ESG”) considerations into the
investment due diligence process. ESG investing incorporates a set of criteria/factors used
in evaluating potential investments: Environmental (i.e., considers how a company
safeguards the environment); Social (i.e., the manner in which a company manages
relationships with its employees, customers, and the communities in which it operates);
and Governance (i.e., company management considerations). The number of companies
that meet an acceptable ESG mandate can be limited when compared to those that do not
and could underperform broad market indices. Investors must accept these limitations,
including potential for underperformance. Correspondingly, the number of ESG mutual
funds and exchange-traded funds are limited when compared to those that do not maintain
such a mandate. As with any type of investment (including any investment and/or
investment strategies recommended and/or undertaken by Registrant), there can be no
assurance that investment in ESG securities or funds will be profitable or prove
successful. Registrant does not maintain or advocate an ESG investment strategy but will
seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely
upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or
separate account portfolio manager to determine that the fund’s or portfolio’s underlying
company securities meet a socially responsible mandate.
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.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, 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, 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 neither necessary nor
prudent. Clients nonetheless remain subject to the fees described in Item 5 below during
periods of account inactivity.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other designated professionals,
and is expressly authorized to rely thereon. Moreover, each client is advised that it remains
their responsibility to promptly notify Registrant if there is ever any change in their
financial situation or investment objectives for the purpose of reviewing, evaluating or
revising Registrant’s previous recommendations and/or services.
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 procedures 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.
Disclosure Statement. A copies of the Registrant’s written Brochure and Client
Relationship Summary as set forth on Part 2 of Form ADV and Form CRS, respectively,
shall be provided to each client prior to, or contemporaneously with, the execution of the
Investment Advisory Agreement or Financial Planning and Consulting Agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Prior to providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $223,653,931 in assets under management
on a discretionary basis.