The RPATA Wrap Fee Program (the “Program”) is an investment advisory program sponsored by
RPATA, a registered investment adviser which has been in business since September 2016 and is
jointly owned by Revolution Partners, LLC of Memphis, Tennessee and ATA Advisory, LLC (“ATA”)
of Union City, Tennessee. The Firm generally requests discretionary authority, including
discretion to retain professional money managers.
RPATA works with clients on comprehensively evaluating their investment portfolios using
technology that enables the Firm to aggregate assets at other custodians, broker dealers, etc.
RPATA seeks to leverage current research and build systems to support goals-based wealth
management. The Firm works closely with clients to determine appropriate allocations within
client portfolios. Based on the principle of diversification, the Firm may utilize professional
money managers to manage investments within the various allocations. Alternately, the Firm
may utilize investments selected by the Investment Committee of RPATA in accordance
with the Firm’s policies and procedures. All investments selected follow the same
allocation methodology whether or not outside money managers are utilized. RPATA then
tracks the investments daily, provides periodic reviews to show progress towards specific goals
and discusses adjustments as needed with the client.
RPATA offers a variety of advisory services, which include financial planning, pension consulting
and investment management services. Prior to the rendering of any advisory services, clients are
required to enter into one or more written agreements with RPATA setting forth the relevant
terms and conditions of the advisory relationship (the “Agreement”).
RPATA is organized to provide investment management services specifically to clients of ATA.
ATA is a joint owner of RPATA and thereby receives a monetary benefit, including a share of the
revenues and profits/losses from its interest in RPATA. Employees of ATA do not receive direct
payment for any referral. Clients of RPATA have been made aware of this structure. Clients of
ATA are under no obligation to select RPATA for any services.
Clients of RPATA also acknowledge as part of their Agreement that Revolution Partners, LLC and
ATA share personal and financial data in the course of business. This data sharing is related to
the tax planning, financial planning and investment selection services provided to the clients
and is included in the fees charged for the advisory relationship.
This Brochure describes the business of RPATA as it relates to clients receiving services through
the Program. Certain sections also describe the activities of the Firm’s Supervised Persons, which
refer to any officers, partners, directors (or other person occupying a similar status or
performing similar functions), employees, or other persons who provide investment advice on
RPATA’s behalf and are subject to the Firm’s supervision. Currently, all RPATA officers and
employees are also and primarily officers and employees of Revolution Partners, LLC.
In addition to the Program, the Firm may also offer financial planning, pension consulting and
investment management services under different arrangements than those described herein.
Information about these services is contained in RPATA’s Disclosure Brochure, which appears as
Part 2A of the Firm’s Form ADV.
RPATA is prohibited from serving organizations who are attest (audit) clients of ATA.
Description of the Program
The Program is offered as a wrap fee program, which provides clients with the ability to trade in
certain investment products without incurring separate brokerage commissions or transaction
charges. A wrap fee program is considered to be any arrangement under which clients receive
investment advisory services (which may include portfolio management or advice concerning
the selection of other investment advisers) and the execution of client transactions for a
specified fee or fees not based upon transactions in their accounts.
Prior to receiving services through the Program, clients are required to enter into an Agreement.
Clients must also open a new securities brokerage account and complete a new account
agreement with Schwab Advisor ServicesTM (“Schwab”) or another broker-dealer RPATA
approves under the Program (collectively “Financial Institutions”).
At the onset of the Program, clients complete an investor profile and participate in detailed
conversations describing their individual investment objectives, liquidity and cash flow needs,
time horizon and risk tolerance, as well as any other factors pertinent to their specific financial
situations. After an analysis of the relevant information, including a foundational financial plan
designed to address the client’s lifestyle expectations in retirement, RPATA assists its clients in
developing an appropriate strategy for managing their assets. Clients’ investment portfolios are
generally managed on a discretionary basis by either RPATA’s investment adviser
representatives or an independent investment manager (collectively “Independent Managers”),
as selected by RPATA. RPATA and/or the Independent Managers generally allocate clients’
assets among the various investment products available under the Program, as described
further in Item 6 (below).
Fees for Participation in the Program
Investment management services are offered through the Program on a fee basis, meaning that
clients pay a single annualized fee based upon assets under management. The Firm also offers
advisory services outside of the Program under different fee arrangements (e.g., Standalone
Financial Planning services).
Investment Management Fees
RPATA provides investment management services for an annual fee based on the amount of
assets under the Firm’s management. Fees decrease at specific intervals as asset levels
increase to provide value to the client. To offer clients full advantage of the lower fees available
at higher asset tiers, all accounts in a household including Aggregated Assets are considered
for billing. The Firm will only bill on selected Aggregated Assets which have been defined in a
separate billing schedule. The entire value of all aggregated, whether billed on or not, may
benefit the client if the total moves the portfolio value into the next tier of the fee schedule. The
fee is based on the following fee schedule:
Investment Management
Portfolio Value Annual Fee
On the first $1,000,000 1.50%
Between $1,000,001 and $2,000,000 1.25%
Between $2,000,001 and $5,000,000 1.00%
Above $5,000,000 0.75%
RPATA may offer a lower fee schedule with a separate fee rate for an account in certain specific
investment strategies and services. Currently, RPATA offers an Income Strategy and discounts
the rate for assets in those accounts to 0.25% annually. Additionally, the Firm offers a reduced
service for maintaining accounts as transferred. These accounts are charged 0.25% annually.
The Firm reserves the right to create additional fee schedules consistent with other strategies.
The annual fee is prorated and charged quarterly. In most circumstances, charges are in
advance, based upon the market value of the assets managed by RPATA on the last day of the
previous billing period. However, certain custodians require billing to be done in arrears. In this
case, the fee is based upon the market value of the assets managed by RPATA on the last day
of the billing period.
If assets in excess of $20,000 are deposited into or withdrawn from an account after the
inception of a billing period, the fee payable with respect to such assets is adjusted on a pro rata
basis to reflect the change in portfolio value. The activity is analyzed at the end of each month. If
the net activity over that calendar month reaches the threshold, the activity is marked and
included in the adjustment calculation. Deposits are billed within 10 business days of the
subsequent month. Withdrawals are netted out of the subsequent quarter’s calculated fee. In
situations when
the account fee for the subsequent quarter is not large enough to cover the
rebate fee, an adjustment for the difference is made and posted back to the account.
For the initial period of an engagement, the fee is calculated on a pro rata basis. If the fee
is calculated in arrears, the charge will be on the last day of the quarter. If charged forward, the
fee will be charged within 10 business days of the subsequent month the account was opened.
In the event the Agreement is terminated, the fee for the final billing period is prorated
through the effective date of the termination. For forward billing, the unearned portion is
refunded. Accounts with arrears billing will have a final bill assessed at the time of termination.
In both methods, a report describing the rebate to the client, is provided.
Retirement Plan Consulting Fees
RPATA may charge a fixed project-based fee to provide clients with retirement plan consulting
services. Each engagement is individually negotiated and tailored to accommodate the needs of
the individual plan sponsor, as memorialized in the Agreement. These fees vary and are based
on the scope of the services to be rendered. In situations where RPATA has agreed to manage a
plan’s assets, the Firm may also charge an annual asset-based fee, to be determined on an
individual basis depending upon the amount of assets to be managed and the services to be
provided. The asset-based fee is facilitated by the recordkeeper on the plan and will either be
charged in arrears based on the aggregated value of the plan assets on the last day of the
quarter or charged forwards based on the aggregated value of the plan assets on the last day
of the previous quarter. Partial periods are pro-rated using the actual number of calendar days
the assets were managed. Each Retirement Plan Consulting Agreement clearly details the fees
to be charged and the methodology used, specific to the recordkeeper on the plan.
Fee Comparison
A portion of the fees paid to RPATA are used to cover the securities brokerage commissions,
transactional costs attributed to the management of its clients’ portfolios, and the fees charged
by the Independent Managers engaged to provide services under the Program. Independent
Managers servicing accounts through the Program receive a fee based upon the assets under
their management which is paid by RPATA from the Program fee.
Services provided through the Program may cost clients more or less than purchasing these
services separately. The Program may create a potential conflict of interest between clients and
the Firm because RPATA pays the transaction costs associated with trades directed to the
custodian. The number of transactions made in clients’ accounts, as well as the commissions
charged for each transaction, determines the relative cost of the Program versus paying for
execution on a per transaction basis and paying a separate fee for advisory services. The
Program may result in higher overall costs to the client in accounts that experience little trading
activity, and this presents a disincentive for RPATA to purchase or sell securities in the client
account. RPATA strives to uphold its duty to clients despite this conflict. Fees paid for the
Program may also be higher or lower than fees charged by other sponsors of comparable
investment advisory programs. Revolution Partners, LLC does not charge an additional fee for
the services provided to RPATA clients. Since ATA does not provide any services under the
Agreement, any additional fees charged by ATA are beyond the scope of services provided under
the Agreement. Each client’s relationship with ATA, if any, is governed by a separate agreement
between the client and ATA. Fees for services provided by RPATA and ATA are billed separately.
Fee Discretion
RPATA, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria,
such as anticipated future earning capacity, anticipated future additional assets, dollar amount
of assets to be managed, related accounts, account composition, pre-existing client relationship,
account retention and pro bono activities. The advisory fee is agreed upon in advance and
documented in the Agreement signed at the beginning of each relationship.
Fee Debit
The Firm’s Agreement and the separate agreement with any Financial Institutions generally
authorize RPATA to debit its clients’ accounts for the amount of the Program fee and to directly
remit that fee to RPATA. Any Financial Institutions recommended by RPATA have agreed to send
statements to clients not less than quarterly indicating all amounts disbursed from the account,
including the amount of Program fees paid directly to RPATA. Clients also receive from RPATA a
quarterly invoice detailing the amounts deducted for participation in the Program, as required
under applicable state securities laws. After the first fee report is delivered, fees are reported in
the quarterly portfolio report, including total fees paid since the inception of the account with
the Firm. Within a quarter, additional billing will occur in case of large qualifying contributions
or withdrawals, new or terminating accounts, or changes to the client’s fee schedule. If
necessary, prorated rebates for fees are credited to accounts at the end of the quarter, for
example on assets withdrawn or previously billed assets subject to a new fee schedule.
Account Additions and Withdrawals
Clients may make additions to and withdrawals from their account at any time. Additions may be
in cash or securities provided that the Firm reserves the right to liquidate any transferred
securities or decline to accept particular securities into a client’s account. Clients may withdraw
account assets on notice to RPATA, subject to the usual and customary securities settlement
procedures. However, RPATA designs its portfolios as long-term investments and the
withdrawal of assets may impair the achievement of a client’s investment objectives. RPATA may
consult with its clients about the options and implications of transferring securities. Clients are
advised that when transferred securities are liquidated, they may be subject to transaction fees,
fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax
ramifications.
Other Charges
In addition to the advisory fees paid to RPATA, clients may also incur certain charges imposed
by other third parties, such as broker-dealers, custodians, trust companies, banks and other
financial institutions (collectively “Financial Institutions”). These additional charges may include
securities brokerage commissions, transaction fees, custodial fees, charges imposed directly by
a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund
management fees and other fund expenses), deferred sales charges, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage
accounts and securities transactions. RPATA does not receive any portion of these
commissions, fees, and costs. Neither RPATA nor any of its employees receives compensation
for the sale of securities or other investment products. Clients are not charged administrative
costs for portfolio accounting.
The client will not be charged additional transaction commissions or management fees by the
custodian or professional money managers in the normal course of business as directed by
RPATA. However, certain activity by the client may result in additional fees to be charged by the
custodian to the client. Examples include wire transfers, overnight delivery of checks or
documents from the custodian, requests for a physical stock certificate, etc. RPATA strives to
give notice to clients before such a charge may be incurred.
Compensation for Recommending the Program
RPATA has no internal arrangements in place whereby persons recommending the Program are
entitled to receive additional compensation as a result of clients’ participation.