A. Description of the Advisory Firm
Independence Square Holdings, LLC (hereinafter “INDSQUARE”, “we”, “us”, or “our”) is a
Limited Liability Company organized in the Commonwealth of Pennsylvania, and the principal
owner is Joseph Black Elliott III. The firm was formed in June 2019 with the goal of assisting our
clients with building, managing, and preserving their wealth. We manage accounts on a
discretionary basis.
Individuals associated with INDSQUARE will provide its investment advisory services. These
individuals are appropriately licensed, qualified, and authorized to provide advisory services
on behalf of INDSQUARE. Such individuals are known as Investment Adviser Representatives
(“IAR”). INDSQUARE may also register an IAR solely as a promoter. A promoter refers clients
to the Registered Investment Adviser. In some states, a Promoter is not required to qualify as an
IAR by exam, and therefore, promoters may only refer advisory business to an IAR to provide
investment advice. Independent Financial Advisors (“IFA”) are licensed Investment Advisor
Representatives who are not dually registered with a Broker/Dealer as an agent or broker.
B. Types of Advisory Services
Portfolio Management Services
INDSQUARE offers ongoing portfolio management services based on the individual goals,
objectives, time horizon, and risk tolerance of each client. We work with you to collect personal
information which includes, but is not limited to, income, expenses, taxes, and risk
tolerance. We will either construct a portfolio customized to your specific situation, discuss
utilizing a third-party asset manager, or recommend a modeled portfolio that fits your needs.
Portfolio management services include, but are not limited to, the following:
• Investment strategy • Personal investment policy
• Asset allocation • Asset selection
• Risk tolerance • Regular portfolio monitoring
INDSQUARE evaluates the current investments of each client with respect to their risk
tolerance levels and time horizon. We request discretionary authority from clients to select
securities and execute transactions without permission from you prior to each transaction.
INDSQUARE seeks to make investment decisions that are in accordance with the fiduciary
duties owed to our clients and without consideration of our own economic, investment, or other
financial interests. To meet our fiduciary obligations, INDSQUARE attempts to avoid, among
other things, investment or trading practices that systematically advantage or disadvantage
certain client portfolios, and accordingly, INDSQUARE’s policy is to seek fair and equitable
allocation of investment opportunities/transactions among our clients to avoid favoring one
client over another over time. It is INDSQUARE’s policy to allocate investment opportunities
and transactions we identify as being appropriate and prudent, including initial public offerings
("IPOs") and other investment opportunities that might have limited supply among our clients
on a fair and equitable basis over time.
INDSQUARE may direct clients to third-party investment advisers to manage all or a portion of
the client's assets. Before selecting other advisers for clients, we confirm that those other
advisers are properly licensed or registered as an investment adviser. INDSQUARE conducts
due diligence on any third-party investment adviser, which may involve one or more of the
following: phone calls, meetings, and review of the third-party adviser's performance and
investment strategy. These investments may be allocated either through the third-party
adviser's fund or through a separately managed account managed by the third-party adviser on
behalf of INDSQUARE's client. We may also allocate among them one or more private equity
funds or private equity fund advisers. We review the ongoing performance of the third-party
adviser as a portion of your portfolio.
LPL Financial Sponsored Advisory Programs
INDSQUARE may provide advisory services through certain programs sponsored by LPL
Financial LLC (LPL), a registered investment adviser and broker-dealer. Below is a brief
description of each LPL advisory program available to INDSQUARE. For more information
regarding the LPL programs, including more information on the advisory services and fees that
apply, the types of investments available in the programs and the potential conflicts of interest
presented by the programs, please see the program account packet (which includes the account
agreement and LPL Form ADV program brochure) and the Form ADV, Part 2A of LPL or the
applicable program.
Manager Access Select Program
Manager Access Select provides clients access to the investment advisory services of
professional portfolio management firms for the individual management of client accounts.
INDSQUARE will assist clients in identifying a third-party portfolio manager (Portfolio
Manager) from a list of Portfolio Managers made available by LPL. The Portfolio Manager
manages the client’s assets on a discretionary basis. INDSQUARE provides both initial and
ongoing assistance regarding the Portfolio Manager selection process.
A minimum account value of $100,000 is required for Manager Access Select, however, in certain
instances, the minimum account size may be lower or higher.
Optimum Market Portfolios Program (OMP)
OMP offers clients the ability to participate in a professionally managed asset allocation
program using Optimum Funds shares. Under OMP, clients authorize LPL on a discretionary
basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the
client. INDSQUARE assists clients in determining the suitability of OMP for the client and
assists the client in setting an appropriate investment objective.
INDSQUARE has discretion to select a mutual fund asset allocation portfolio, designed by LPL,
consistent with the client’s investment objective. LPL has discretion to purchase and sell
Optimum Funds pursuant to the portfolio selected for the client.
LPL will also have authority to rebalance the account.
A minimum account value of $1,000 and systematic contributions of at least $25 per year are
required for OMP. Without systematic contributions, the minimum investment amount is
$10,000.
Personal Wealth Portfolios Program (PWP)
PWP offers clients an asset management account using asset allocation model portfolios
designed by LPL. INDSQUARE has discretion to select the asset allocation model portfolio
based on our client’s investment objective. We also have discretion to select third party money
managers (PWP Advisors), mutual funds, and ETFs within each asset class of the model
portfolio. LPL will act as the overlay portfolio manager on all PWP accounts and will be
authorized to purchase and sell, on a discretionary basis, mutual funds, ETFs and equity and
fixed income securities.
A minimum account value of $250,000 is required for PWP. In certain instances, LPL will permit
a lower minimum account size.
Model Wealth Portfolios Program (MWP)
MWP offers clients a professionally managed mutual fund asset allocation program.
INDSQUARE will obtain the necessary financial data from the client, assist the client in
determining the suitability of the MWP program, and assist the client in setting an appropriate
investment objective. INDSQUARE will initiate the steps necessary to open an MWP account
and have discretion to select a model portfolio, designed by LPL’s Research Department, that is
consistent with the client’s stated investment objective. LPL’s Research Department or third-
party portfolio strategists are responsible for selecting the mutual funds or ETFs within a model
portfolio and for making changes to the mutual funds or ETFs selected.
The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds
and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to
rebalance their MWP account(s). MWP requires a minimum asset value for a program account
to be managed. The minimums vary depending on the portfolio(s) selected and the account’s
allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In certain
instances, a lower minimum for a portfolio is permitted.
Small Market Solution (SMS) Program
Under SMS, LPL Research (a team of investment professionals within LPL) creates and
maintains a series of different investment menus (“Investment Menus”) consisting of a mix of
different asset classes and investment vehicles (“investment options”) for clients that sponsor
and maintain participant-directed defined contribution plans (“Plan Sponsors”). The Plan
Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based
on the demographics and other characteristics of the Plan and its participants. LPL Research is
responsible for the selection and monitoring of the investment options made available through
Investment Menus (“Fiduciary Selection Services”). The investment options that are offered
through SMS are limited to the specific investments available through the record keeper that the
Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and
does not have the option to remove or substitute an investment option.
If the Plan is subject to ERISA, LPL will be a “fiduciary” and serve as “investment manager” (as
that term is defined in section 3(38) of ERISA) in connection with the Fiduciary Selection
Services. None of the services offered under SMS other than the Fiduciary Selection Services
will constitute “investment advice” under 3(21)(A)(ii) of ERISA, or otherwise cause LPL or
INDSQUARE to be deemed a fiduciary.
In addition to the Fiduciary Selection Services, the Plan Sponsor may also select from a number
of non-fiduciary consulting services available under SMS that are provided by INDSQUARE.
These consulting services may include, but are not limited to, general education, and support
regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding
the selection of, and ongoing relationship management for, record keepers and other third-party
vendors; Plan participant enrollment support; and participant-level education regarding
investment in the Plan. These consulting services do not include any individualized investment
advice to the Plan Sponsor or Plan participants with respect to Plan assets, and LPL and
INDSQUARE do not act as fiduciaries under ERISA in providing such consulting services.
Guided Wealth Portfolios (GWP)
GWP offers clients the ability to participate in a centrally managed, algorithm-based investment
program which is made available to users and clients through a web-based, interactive account
management portal (“Investor Portal”). Investment recommendations to buy and sell open-end
mutual funds and exchange-traded funds are generated through proprietary, automated,
computer algorithms (collectively, the “Algorithm”) of Xulu, Inc., doing business as
FutureAdvisor (“FutureAdvisor”), based upon model portfolios constructed by LPL, and
selected for the account as described below (such model portfolio selected for the account, the
“Model Portfolio”). Communications concerning GWP are intended to occur primarily through
electronic means (including but not limited to, through email communications or through the
Investor Portal), although INDSQUARE will be available to discuss investment strategies,
objectives, or the account in general in person or via telephone.
A preview of the Program (the “Educational Tool”) is provided for a period of up to forty-five
(45) days to help users determine whether they would like to become advisory clients and
receive ongoing financial advice from LPL, FutureAdvisor, and INDSQUARE by enrolling in
the advisory service (the “Managed Service”). The Educational Tool and Managed Service are
described in more detail in the GWP Program Brochure. Users of the Educational Tool are not
considered to be advisory clients of LPL, FutureAdvisor, or INDSQUARE, do not enter into an
advisory agreement with LPL, FutureAdvisor, or INDSQUARE, do not receive ongoing
investment advice or supervisions of their assets, and do not receive any trading services.
A minimum account value of $5,000 is required to enroll in the Managed Service.
Pension Consulting Services
INDSQUARE offers consulting services to pension or other employee benefit plans (including
but not limited to 401(k) plans). Pension consulting may include, but is not limited to:
• identifying investment objectives and restrictions; and/or
• providing guidance on various asset classes and investment options; and/or
• recommending money managers to manage plan assets in ways designed to achieve
objectives; and/or
• monitoring performance of money managers and investment options and making
recommendations for changes; and/or
• recommending other service providers, such as custodians, administrators, and
broker- dealers; and/or
• creating a written pension consulting plan
These services are based on the goals, objectives, demographics, time horizon, and/or risk
tolerance of the plan and its participants.
Financial Planning and Consulting
INDSQUARE provides its clients with a broad range of comprehensive financial planning and
consulting services (which may include non-investment-related matters). These services are
tailored to the individual needs of each client. We do not provide legal or tax advice regarding
these services and clients are encouraged to seek guidance from their legal or tax
representatives.
In performing our services, we are not required to verify any information received from you or
your other professionals (e.g., attorney, accountant, etc.) and we are expressly authorized to rely
on such information. Certain employees of INDSQUARE include individuals who are licensed
insurance agents or registered representatives of an unaffiliated broker-dealer who may
implement its recommendations for certain products as part of the overall client portfolio.
Clients are advised that a conflict of interest exists if we recommend our own services or those
of our employees or affiliates. You are under no obligation to act upon any of the
recommendations made by us under a financial planning or consulting engagement or to
engage the services of any such recommended professional, including, by INDSQUARE itself.
You retain absolute discretion over all such implementation decisions, and you are free to
accept or reject any of our recommendations. It remains your responsibility to promptly notify
us if there is any change in your financial situation or investment objectives so we can review,
evaluate, or if necessary, revise our previous recommendations and/or services.
Services Limited to Specific Types of Investments
Generally, we limit our investment advice to mutual funds, fixed income securities, real estate
funds (including REITs), insurance products including annuities, equities, hedge funds, private
equity funds, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation
protected/inflation linked bonds, non-U.S. securities, venture capital funds, and private
placements. In certain cases, we may use other securities or investments, when appropriate, to
help diversify a portfolio (please see the section on cryptocurrency, below).
Wealth Inc. (“Wealth.com”)
INDSQUARE may provide you access to Wealth Inc.’s third-party technology platform,
“Wealth.com”. This platform presents financial advisors with the unique opportunity to provide a
value-added service to clients by granting them access to estate planning, templated documents.
Wealth.com templates include Last Will and Testament, Financial Power of attorney, Advanced
Health Care Directives, Guardianship Nominations, Revocable Trust & Pourover Wills.
Wealth.com templates are fillable and must be completed by you, not your financial advisor.
Neither Wealth Inc. nor Independence Square Holdings, LLC is, or will, provide tax or legal
advice. If you are seeking tax or legal advice, please consult with an attorney or a tax professional.
Wealth.com templates are available in, all 50 U.S. states and D.C. These documents may not be
valid internationally, and if you are considering moving out of the United States, you should
consult with an attorney. Templates are generic and do not encompass all situations. Templates
are not tailored to your specific needs and therefore, if you have a unique situation or special
circumstances, we recommend you discuss these situations with an attorney prior to utilizing
Wealth.com templates.
If your financial advisor recommends Wealth.com, they may have a financial incentive for doing
so, which would be a conflict of interest. Your financial advisor is paying an ongoing licensing fee
for access to the Wealth.com platform. Your financial advisor will pay this fee regardless of if you
utilize this service or not. Some advisors may charge a one-time fee for the initial creation of these
documents, some advisors may charge a monthly fee, while other advisors may not charge a fee
at all and only provide this service as a value-added to his/her clients. Prior to utilizing this
service, please discuss the fees with your financial advisor and make sure you fully understand
the costs. Since each advisor determines their fee structure up to the maximum amounts allowed
the presence of a conflict of interest may be different for each advisor. Regardless, it is important
to know that if your financial advisor is charging for this service, your financial advisor has a
financial incentive to recommend you utilize this provider. Please review section 5(A) for
additional information regarding fees for this service.
As part of the Master service Agreement between your advisor and Wealth Inc., your advisor is
prohibited from participating in the promotion, sponsorship, sale, or otherwise recommend the
services of any third-party software-based estate planning or estate document creation services
other than Wealth.com. This does not include non-software-based services provided by
traditional law firms. Due to this restriction, your advisor has a conflict of interest concerning
where they refer you to for software-based estate planning or estate document creation services.
Wealth Inc. is not a financial planner, or an investment, financial, tax, or legal advisor. The service
is not intended to provide investment, legal, tax, or financial advice. The information provided by
Wealth Inc., along with the content of their Service related
to legal matters ("Legal Information"),
is provided for your private use, and does not constitute legal advice regardless of whether you
specifically solicited the information or otherwise. Wealth Inc. provides a platform for Legal
Information and self-help.
If you are a user who accesses the Service with a license that allows you to create estate planning
documents (“End User”), the Service is intended only to assist you in decision-making in
connection with estate planning and asset management based on a finite set of data about you.
Options presented are based on certain assumptions and the data we have considered. Your
personal financial situation is unique and dependent on many circumstances and factors not
captured by the Service, and any information and recommendations obtained through the Service
may be given without knowledge of, access to, or consideration of such other circumstances and
factors. Additionally, Wealth Inc. does not (i) review any information you provide for legal
accuracy or sufficiency, (ii) restrict you from making your own legal conclusions (including your
selection of forms), or (iii) apply the law to the facts of your situation by soliciting information
from you as an attorney or in-person advisor would. Before you make any final decisions
concerning your estate plan or implement any other financial strategy, you should obtain
additional information and advice from a licensed attorney, accountant, and other legal and
financial advisors who are fully aware of your individual circumstances. The service is not a
replacement for personal advice from a licensed attorney, accountant, or other legal and financial
advisors. Also, any recommendation we make may have many recommendation components that
work together to achieve an optimal result. If you choose not to follow each and every
recommendation, the result may not have the desired outcome. Legal Information provided by
Company through its Service is not a substitute for legal advice from a qualified attorney
licensed to practice in an appropriate jurisdiction. Communications between you, Wealth Inc.,
and your financial advisor will not be protected as privileged communications under the
attorney-client privilege or work product doctrine. You are solely responsible for determining the
appropriateness of using, and applicability to you of, any documents, work product, or
information produced by the Service.
Please review all Terms and Conditions, End User Agreements, Disclosures and Disclaimers,
etc. provided by Wealth Inc. prior to employing this service.
Cash Management Services
INDSQUARE may make available to clients the FICA For Advisors cash management program
(“FICA Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of
StoneCastle Cash Management, LLC. The FICA Program allows customers the ability to protect
their money by placing it in deposit accounts at banks, savings institutions, and credit unions
(collectively, “Insured Depositories”) in a manner that seeks to maintain full insurance of the
funds by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union
Administration (“NCUA”), whichever is applicable. Funds will be deposited within
StoneCastle’s network of Insured Depositories (“Deposit Network”). StoneCastle requires
$100,000.00 minimum deposit to open a FICA Program account. Clients are advised that a
conflict of interest exists if we recommend the FICA Program compared to you using your own
financial institution, another financial institution, or another cash management program.
INDSQUARE and/or your advisor will earn a fee from StoneCastle which is paid by you if you
participate in this program (Please review Item 5 – Fees and Compensation for more
information regarding this fee). Your advisor will assist clients in signing up for this program
and facilitating the transfer of funds between the client’s like-named accounts. You are under no
obligation to act upon any of the recommendations made by your Advisor or by INDSQUARE
itself. Please make sure to review StoneCastle Network, LLC’s FICA for advisors account
application and Terms and Conditions in its entirety prior to engaging in this activity.
Johnson, Kendall, and Johnson Inc. (Hereby referred as “JKJ” or “Company”)
INDSQUARE may introduce you to JKJ, a privately owned, independent insurance brokerage
firm. Over the last 65-plus years, JKJ has grown to be acknowledged as one of the premier
insurance brokerage firms in the United States. JKJ’s capabilities have also expanded throughout
the world, giving them a global perspective that they apply to their risk management strategy. JKJ
works with clients ranging from Fortune 1000 companies to sole proprietorships to families, but
their commitment remains the same.
INDSQUARE advisors (hereby referred to as the “Broker”) who refer clients to JKJ warrants and
represents that he/she is a duly licensed broker or agent pursuant to the laws of the State wherein
Broker is located and wherein it conducts business, and desires to effect and/or continues to effect
insurance coverages for its clients through the Company, in accordance with the laws and
regulations of any state in which Broker operates. JKJ requires the Broker to maintain Errors and
omissions (“E&O”) coverage based on JKJ’s Terms of conditions.
INDSQUARE may refer clients seeking commercial, personal, or employee benefits insurance
coverage to JKJ. INDSQUARE primarily utilizes the Company for employers seeking to establish
group health insurance coverage to provide a best-in-class experience for their employees in
addition to reducing the long-term costs of insurance.
This arrangement creates a conflict of interest as the Broker receives financial incentives for
referring you to the Company. In consideration of similar arrangements with other Insurance
Brokerage firms, this commission may be higher or lower than what other insurance brokerage
firms may offer for the same type of referral, which could cause the advisor to refer you to the
Company over other insurance brokerage firms. Please review Section 5(A) which provides more
information regarding the Broker’s commission split.
Rocket ProSM TPO
INDSQUARE may have some reps who hold a Nationwide Mortgage Licensing System number
(“NMLS”) as a Mortgage Loan Originator (“MLO”). The Nationwide Mortgage Licensing System
is a centralized online database that mortgage and finance regulatory agencies use to maintain
state licensing programs. The database then creates their NMLS numbers, assigning unique
identifiers to mortgage loan originators and lending companies. When Congress passed the
Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (“SAFE Act”), it required states
to pass legislation mandating that MLOs be licensed. In addition, the SAFE Act required state
agencies to participate in and share licensing information through NMLS. MLOs must complete
20 hours of educational training, pass a national mortgage test, credit report review, and pass an
FBI criminal background check to get their license through NMLS. In addition, MLOs must
complete 8 hours of continuing education annually to maintain their state license(s). NMLS also
has a free, public facing portal (https://NMLSConsumerAccess.org) where anyone can look up
any licensed MLO to check their status and credentials. You can see their licenses and where
they’re authorized to do business.
INDSQUARE advisors who hold an NMLS number may discuss lending products with you.
Advisors with an NMLS number can originate Mortgages and some other home loan products.
This is accomplished by partnering with Rocket ProSM TPO. The Rocket ProSM TPO application is
owned and operated by Rocket Mortgage, LLC, 1050 Woodward Avenue, Detroit, MI 48226.
Rocket ProSM TPO provides convenient access to technology, resources, products, and competitive
pricing.
Advisors who hold an NMLS number may receive additional commissions from Rocket ProSM
TPO for their role as an MLO. This may create a conflict of interest for clients, as those advisors
will be less likely to refer you to an outside lender in which they will not receive commissions,
regardless of whether another lender has lower rates. The Advisor also has a conflict of interest
when recommending any refinance of existing loans, as this would generate additional
commissions. Commissions generated by this activity are above and beyond any Advisory Fees,
Insurance Commissions, or any commissions generated by commissionable securities business.
Cryptocurrencies (herein referred to as “Digital Assets”)
Cryptocurrency is digital currency that can be used to buy goods and services but uses an online
ledger with strong cryptography (a method of protecting information and
communications through the use of codes) to secure online transactions. Unlike
conventional currencies issued by a monetary authority, cryptocurrencies are generally not
controlled or regulated, and their price is determined by the supply and demand of their
market.
Cryptocurrency is a speculative investment and is not currently defined as a security. The
speculative nature of cryptocurrencies notwithstanding, Independent Financial Advisors of
INDSQUARE may recommend cryptocurrency exposure for diversification purposes in the
portfolios of some of our clients. Investments in cryptocurrencies involve substantial risks and
are subject to the potential for liquidity constraints, extreme price volatility, and complete loss
of principal. Clients who invest in cryptocurrencies should be prepared to bear a substantial or
total loss of capital and there can be no assurance that the investment objectives of any client
will be achieved.
INDSQUARE may also recommend “Cryptocurrency-related products,” which refers to
investment securities that either directly purchase cryptocurrencies or are involved in the
cryptocurrency space, such as through mining cryptocurrency, investing in companies that
develop and use blockchain technology, etc. Certain cryptocurrency- related products that are
approved for use, that do not directly invest in cryptocurrencies, can be purchased in a similar
manner as other equities within either brokerage, SAM, or SWM accounts. Cryptocurrency-
related products that directly invest in or hold cryptocurrencies as underlying holdings are also
available for purchase, but they require additional suitability requirements. Although
Cryptocurrencies have not been deemed a “security”, Cryptocurrency-related products
containing or related to cryptocurrencies (exchange-traded funds, exchange-traded trusts,
equities, etc.) could be deemed a security. Please note that not all Cryptocurrency-related
products are approved for use. If you are interested in Cryptocurrency related products, please
discuss with your advisor which products are available through our unaffiliated third- party
Broker/Dealer. INDSQUARE may direct clients of Independent Financial Advisors to
HeightZero, LLC ("HZ"), a third-party technology company that is a fully owned subsidiary of
BitGo Holdings, Inc. (hereby referred to as “BitGo”). HZ has developed a proprietary turnkey
digital asset management software platform that provides financial advisors, and their clients,
access to BitGo’s platform to buy and sell blockchain-based, eligible, digital assets through one
convenient dashboard (the "HZ TDAMP"). The HZ TDAMP allows for trading, account
monitoring, portfolio management and rebalancing, development, and execution of different
trading strategies, and reporting of customer positions and transactions. HZ provides access to
one or more third-parties for various services; including, but not limited to, website hosting,
web-based security protection, etc. HZ does not provide Anti-Money Laundering (“AML”) or
Customer Identification Program (“CIP”) services, investment advice, and/or tax related
services. Custody services are provided by BitGo, subject to a separate custodial service
agreement, terms and conditions, privacy policy, or other agreement between BitGo and
INDSQUARE or INDSQUARE’s customers. Custody of the digital assets purchased for or by
clients will be maintained by BitGo pursuant to the written instructions of each of
INDSQUARE’s clients. Custody of any cash deposited by such customers will be held in an
account for the benefit of INDSQUARE’s client as provided for by BitGo. Neither HZ nor the
HZ TDAMP will take custody of customer cash, funds, or eligible digital assets at any time.
Accounts opened at HZ are established by an individual account level agreement.
Clients who utilize HZ will be charged additional fees above the stated advisory fees. Clients
are advised that a conflict of interest exists when your advisor recommends this provider. HZ
provides a platform in which INDSQUARE and its IFAs can charge an ongoing advisory fee for
the management of eligible digital assets. The costs associated with HZ and HZ TDAMP may be
higher than other platforms. The costs associated with the HZ TDAMP technology, which
includes several types of fees, will be passed on to you, the client. These fees will reduce your
overall returns. Your advisor’s management fee will not exceed those of our maximum advisory
fee stated in Item 5 Fees and Compensation; however, the total costs associated with the
management of this account may exceed that of our maximum advisory fee allowed once all
fees are considered for all third-party fees that are passed on to you. Please note that clients can
purchase these assets on their own direct through third-party custodians with minimal to no
costs. Please review Item 5 – Fees and Compensation for more information regarding these fees
that were discussed.
Clients should discuss with their advisor alternative options in which the advisor may consult
on digital assets that are held by the client at third-party custodians. Assets, in which the
advisor consults on, may be considered an asset under advisement vs. regulatory assets under
management. The costs associated with consulting on assets held by third-party custodians
may reduce your overall costs by eliminating third-party platform fees. Under consulting
arrangements, the client is free to accept or reject any recommendation from your advisor, and
the client acknowledges that they have the sole authority regarding the implementation,
acceptance, or rejection of any recommendation or advice from their advisor. For more
information on these services, please review the Financial Planning and Consulting section of
this disclosure.
Self-Directed Brokerage Accounts (“SDBA”)
A self-directed brokerage account (“Self-Directed account”) is an account created by a
participant (i.e. the client) of an employer sponsored plan which is then held by the plan
administrator, but the participant has, in effect, their own brokerage account in which all
transactions are made at their direction. Not all retirement plans permit SDBA programs. SDBA
allows the participant to direct the investments in the account or in some cases, to appoint an
adviser. Assets held in the SDBA are considered plan assets under ERISA but are not
supervised or reviewed by the plan fiduciaries.
INDSQUARE may refer clients to third parties to offer advisory services within SDBA
programs. INDSQUARE may also act as the Investment Adviser to offer SDBA advisory
services through plan sponsors, such as fidelity. Fidelity offers plan participants this service
through Fidelity’s BrokerageLink program, in which the participant either directs the
investments in the account themselves or they can assign an adviser to their SDBA. In situations
where INDSQUARE refers advisory business to a third-party, INDSQUARE will refer SDBA
business to either The Pacific Financial Group Inc. (“TPFG”) and/or Absolute Capital
Management, LLC. INDSQUARE has no financial benefit in referring advisory business to one
of these advisers over the other based on the referral fee paid to INDSQUARE and/or our
IARs. INDSQUARE may refer business to one or the other adviser based on agreements that the
third-party adviser may have with the plan sponsor for your employer sponsored plan.
Although INDSQUARE may not have a conflict of interest between which adviser receives the
advisory business based on the referral fee, there could still be a conflict of interest based on
business entertainment or gifting. INDSQUARE reduces this conflict of interest by complying
with federal regulations to limit potential improprieties among IARS and third parties. In
addition to the noted conflict of interest, other conflicts may exist. Among these conflicts is that
INDSQUARE and its IARs will receive a referral fee from the third-party adviser. By receiving
this compensation, your advisor has a direct financial benefit in you hiring a third party, which
will increase your total costs within your employer sponsored plan, and in some cases, these
fees can be substantial. For additional fee information please review Item 5 – Fees and
Compensation under the Third-Party Adviser fees and the SDBA section.
C. Client-Tailored Services and Client-Imposed Restrictions
INDSQUARE tailors a program for each individual client. This program will typically include
an interview session to get to know your specific needs and requirements and may also include
a more formalized plan that will be executed by us on your behalf. You may impose restrictions
on investing in certain securities or types of securities in accordance with your values or beliefs.
These requests must be made in writing and if the restrictions prevent us from properly
servicing your account or would require us to deviate from our standard suite of services, we
reserve the right to end our relationship with you.
D. Wrap Fee Programs
INDSQUARE provides investment management services as the sponsor and manager of the
Independence Square Advisors Wrap Program (the “Wrap Program”). Accounts in the Wrap
Program are charged a single, bundled (“wrap”) fee for investment advice, brokerage services,
administrative expenses, and other fees and expenses. INDSQUARE receives a portion of the
wrap fee for its investment management services and participants in the Wrap Program may pay
a higher aggregate fee than if investment management and brokerage services are purchased
separately. Additional information about the Wrap Program is available in our Wrap Brochure,
which appears as Part 2A Appendix 1 of our Form ADV.
E. Assets Under Management
As of March 27, 2024, INDSQUARE had $1,198,796,129 in regulatory assets under management, all
of which are managed on a discretionary basis. As of March 28th, INDSQUARE also had
$712,033,706 in assets under advisement.