A. CXI Advisors, LLC, (the “Registrant”) is a limited liability company formed on
April 4, 2019, in the state of Delaware. The Registrant became registered as an Investment
Adviser Firm in May 2019. The Registrant is owned by CX Institutional, LLC, an SEC
registered investment adviser firm (CRD# 292627). The officers and directors of the
Registrant are also the officers and directors of CX Institutional, LLC.
B. As discussed below, the Registrant, through its affiliated SEC registered investment
advisor, CX Institutional, LLC (“CX Institutional”) offers to its clients (currently:
individuals, high net worth individuals, charitable organizations, business entities and
pension and profit sharing plans) investment advisory services and, to the extent
specifically requested by the client, financial planning and consulting services.
INVESTMENT ADVISORY SERVICES
The Registrant may be engaged to provide, pursuant to the sub-advisory agreement
between Registrant and CX Institutional, discretionary and non-discretionary investment
advisory services on a wrap and non-wrap fee 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 Registrant provides investment advisory services, an
investment adviser representative will ascertain each client’s investment objectives. The
Registrant will then allocate investment assets consistent with the designated investment
objectives to be managed by CX Institutional. Once allocated, the Registrant provides
ongoing monitoring and review of asset allocation as compared to client investment
objectives.
FINANCIAL PLANNING AND CONSULTING SERVICES
The Registrant, pursuant to the sub-advisory agreement between Registrant and CX
Institutional, provides financial planning and/or consulting services (including investment
and non-investment related matters, including estate planning, etc.) on a stand-alone basis.
Prior to engaging the Registrant solely to provide planning or consulting services, clients
are generally required to enter into a Financial Planning and Consulting Agreement with
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 such 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, 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.
RETIREMENT PLAN SERVICES
The Registrant also provides, pursuant to the sub-advisory agreement between Registrant
and CX Institutional, retirement plan consulting/management services, pursuant to which
it assists sponsors of self-directed retirement plans organized under the Employee
Retirement Security Act of 1974 (“ERISA”). The terms and conditions of the engagement
shall be set forth in an agreement between the Registrant and the plan sponsor.
To the extent that the plan sponsor engages the Registrant in an ERISA Section 3(21)
capacity, the Registrant will assist with the selection and/or monitoring of investment
options (generally open-end mutual funds and exchange traded funds) from which plan
participants shall choose in self-directing the investments for their individual plan
retirement accounts.
MISCELLANEOUS
Limitations of Financial Planning and Non-Investment Consulting / Implementation
Services. As indicated above, to the extent specifically requested by the client, the
Registrant, pursuant to the sub-advisory agreement between Registrant and CX
Institutional may provide limited consultation services to its investment management
clients on investment and non-investment related matters, such as estate planning, tax
planning, insurance, etc. Registrant shall not receive any separate or additional fee for any
such consultation services. Neither the Registrant, nor any of its representatives, serves as
an attorney or accountant and no portion of the Registrant’s services should be construed
as legal or accounting services. Accordingly, Registrant does not prepare estate planning
documents or tax returns. To the extent requested by a client, the Registrant may
recommend the services of other professionals for certain non-investment implementation
purposes (i.e., attorneys, accountants, etc.). 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 such
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.
Sub-Advisor Arrangement. The Registrant is affiliated with CX Institutional, a registered
investment adviser firm. Registrant shall engage CX Institutional to provide investment
management services on a sub-advisory basis according to the terms and conditions of a
written Sub-Advisory Agreement. With respect to its sub-advisory services, Registrant
will maintain both the initial and ongoing day-to-day relationship with the client, including
initial and ongoing determination of client suitability for the client’s designated investment
strategies and/or programs. The Registrant’s Chief Compliance Officer, Kyle Osting,
remains available to address any questions concerning the Registrant’s sub-advisory
arrangements.
Use of Mutual and Exchange Traded Funds. Most mutual funds and exchange traded
funds are available directly to the public. Therefore, a prospective client can obtain many
of the funds that may be utilized by the Registrant or CX Institutional independent of
engaging the Registrant as an investment advisor. However, if a prospective client
determines to do so, he/she will not receive the Registrant’s initial and ongoing investment
advisory services. In addition to the Registrant’s investment advisory fee described below,
and transaction and/or custodial fees discussed below, 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).
Unaffiliated Private Investment Funds. Registrant may recommend that certain qualified
clients consider an investment in unaffiliated private investment funds. Registrant’s role
relative to the private investment funds shall be limited to its initial and ongoing due
diligence and investment monitoring services. Registrant’s clients are under absolutely no
obligation to consider or make an investment in a private investment fund(s).
Risk: Private investment funds generally involve various risk factors, including, but not
limited to, potential for complete loss of principal, liquidity constraints and lack of
transparency, a complete discussion of which is set forth in each fund’s offering
documents, which will be provided to each client for review and consideration. Unlike
liquid investments that a client may own, private investment funds do not provide daily
liquidity or pricing. Each prospective client investor will be required to complete a
Subscription Agreement, pursuant to which the client shall establish that he/she is qualified
for investment in the fund, and acknowledges and accepts the various risk factors that are
associated with such an investment.
Fund Valuation: If Registrant bills an investment advisory fee based upon the value of
private investment funds or otherwise references private investment funds owned by the
client on any supplemental account reports prepared by Registrant, the value for all private
investment funds owned by the client will reflect the most recent valuation provided by the
fund sponsor. The current value of any private investment fund could be significantly more
or less than the original purchase price or the price reflected in any supplemental account
report.
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 and changes in the
client’s investment objectives. Based upon these and other factors, there may be extended
periods of time when Registrant determines that changes to a client’s portfolio are neither
necessary nor prudent. Notwithstanding, there can be no assurance that investment
decisions made by Registrant will be profitable or equal any specific performance level(s).
Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a
non-discretionary investment advisory basis must be willing to accept that Registrant
cannot effect any account transactions without obtaining prior consent to such
transaction(s) from the client. Therefore, in the event that Registrant would like to make a
transaction
for a client’s account (including in the event of an individual holding or general
market correction), and the client is unavailable, the Registrant will be unable to effect the
account transaction(s) (as it would for its discretionary clients) without first obtaining the
client’s consent.
eMoney Advisor Platform. The Registrant, through its sub-advisory relationship with CX
Institutional, 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, including
financial planning concepts, 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.
Socially Responsible (ESG) 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.
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 (or
other type security) 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, the size of the cash balance, 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.
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.
The client shall remain exclusively responsible for yield dispersion/cash balance decisions
and corresponding transactions for cash balances maintained in any Registrant unmanaged
accounts.
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 professionals, and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
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.
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 copy of the Registrant’s written disclosure statement and Client
Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively,
shall be provided to each client before, or contemporaneously with, the execution of the
Investment Advisory Agreement.
C. The Registrant shall provide investment advisory services tailored to the needs of each
client. Before 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. Although the Registrant does not sponsor a wrap fee program, the Registrant, through its
relationship with CX Institutional, offers investment management services on a wrap fee
basis. Under CX Institutional’s wrap offerings, the client generally receives investment
advisory services, the execution of securities brokerage transactions, custody and reporting
services for a single specified fee. Participation in a wrap program may cost the client more
or less than purchasing such services separately. The terms and conditions of a wrap
program engagement are more fully discussed in CX Institutional’s Wrap Fee Program
Brochure, a copy of which is provided to all CX Institutional wrap fee participants.
Conflict of Interest. Because wrap program transaction fees and/or commissions are being
paid by CXI Advisors and CX Institutional to the account custodian/broker-dealer, CXI
Advisors and CX Institutional have an economic incentive to maximize their compensation
by seeking to minimize the number of trades in the client's account. The Registrant’s Chief
Compliance Officer, Kyle Osting, remains available to address any questions that a client
or prospective client may have regarding the corresponding conflict of interest a wrap fee
arrangement may create.
E. As of December 31, 2023, the Registrant had $0 in assets under management on a
discretionary basis, and $0 in assets under management on a non-discretionary basis.