A. Legacy Solutions, LLC (the “Registrant”) is a limited liability company formed in the
Commonwealth of Pennsylvania June 24, 2022. The Registrant became registered with the
U.S. Securities and Exchange Commission in September 2022. The Registrant is owned
by Daniel Danese, Ciara Danese Price, and Jeffrey Hall. Mr. Danese also serves as the
Registrant’s Managing Member.
B.
INVESTMENT ADVISORY SERVICES
The Registrant provides discretionary and non-discretionary investment advisory services
on a fee basis. Registrant’s annual investment advisory fee may 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) or maintains
less than $1,000,000 in assets under the Registrant’s management, 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.
The Registrant provides investment advisory services specific to the needs of each client.
Before providing investment advisory services, an investment adviser representative will
ascertain each client’s investment objectives. Thereafter, the Registrant will recommend
that the client allocate investment assets consistent with the designated investment
objectives. The Registrant primarily recommends that clients allocate investment assets
among various individual equity (stocks), debt (bonds) and fixed income securities, mutual
funds and/or exchange traded funds (“ETFs”) in accordance with the client’s designated
investment objective(s). Once allocated, the Registrant provides ongoing monitoring and
review of account performance, asset allocation and client investment objectives.
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.
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, insurance
planning, etc.) on a stand-alone separate fee basis.
Prior to engaging the Registrant to provide planning or consulting services, clients are
generally required to enter into an 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.
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 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 a Retirement Plan Services Agreement between the Registrant and the
plan sponsor.
If 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 requested by a client, Registrant may provide
financial planning and related consulting services inclusive of its advisory fee as set forth
at Item 5 below (exceptions may occur based upon assets under management, special
projects, etc., for which the Registrant may charge a separate fee). However, neither the
Registrant nor its investment adviser representatives assist clients with the implementation
of any financial plan, unless they have agreed to do so in writing. The Registrant does not
monitor a client’s financial plan, unless specifically engaged to do so, and it is the client’s
responsibility to revisit the financial plan with the Registrant, if desired.
Furthermore, although the Registrant may provide recommendations regarding non-
investment related matters, such as estate planning, tax planning and insurance, the
Registrant does not serve as an attorney or accountant, and no portion of its services should
be construed as legal or accounting services. Accordingly, the 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, insurance, etc.), including certain of the Registrant’s representatives in their
individual capacities as registered representatives of a broker-dealer and/or licensed
insurance agents (See disclosure at Item 10.C below). 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 Registrant and/or its representatives.
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.
Non-Discretionary Service Limitations. Clients that determine to engage the Registrant
on a non-discretionary investment advisory basis must be willing to accept that the
Registrant cannot affect any account transactions without obtaining prior consent to any
such transaction(s) from the client. Therefore, Registrant will be unable to affect any
account transactions (as it would for its discretionary clients) without first obtaining the
client’s consent.
Independent Managers. Registrant may recommend that the client allocate a portion of a
client’s investment assets among unaffiliated independent investment managers
(“Independent Manager(s)”) in accordance with the client’s designated investment
objective(s). In such situations, the Independent Manager(s) will have day-to-day
responsibility for the active discretionary management of the allocated assets. Registrant
will continue to render investment supervisory services to the client relative to the ongoing
monitoring and review of account performance, asset allocation, and client investment
objectives. The Registrant generally considers the following factors when recommending
Independent Manager(s): the client’s designated investment objective(s), management
style, performance, reputation, financial strength, reporting, pricing, and research. The
investment management fees charged by the designated Independent Manager(s) are
exclusive of, and in addition to, Registrant’s ongoing investment advisory fee, subject to
the terms and conditions of a separate agreement between the client and the Independent
Manager(s). Registrant’s advisory fee is set forth in Item 5 below.
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 Registrant independent of engaging Registrant as an
investment advisor. However, if a prospective client determines to do so, he/she will not
receive Registrant’s initial and ongoing investment advisory services.
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 and
exchange traded fund purchases, charges imposed at the fund level (e.g., management fees
and other fund expenses).
Unaffiliated Private Investment Funds. Registrant also provides investment advice
regarding private investment funds. Registrant, on a non-discretionary basis, may
recommend that certain qualified clients consider an investment in private investment
funds, the description of which (the terms, conditions, risks, conflicts and fees, including
incentive compensation) is set forth in the fund’s offering documents. Registrant’s role
relative to unaffiliated private investment funds shall be limited to its initial and ongoing
due diligence and investment monitoring services. If a client determines to become an
unaffiliated private fund investor, the amount of assets invested in the fund(s) shall be
included as part of “assets under management” for purposes of Registrant calculating its
investment advisory fee. Registrant’s fee shall be in addition to the fund’s fees. Registrant’s
clients are under absolutely no obligation to consider or make an investment in any 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 the client is
qualified for investment in the fund and acknowledges and accepts the various risk factors
that are associated with such an investment.
Valuation. In the event that Registrant references private investment funds owned by the
client on any supplemental account reports prepared by Registrant, the value(s) for all
private investment funds owned by the client shall reflect the most recent valuation
provided by the fund sponsor.
However, if subsequent to purchase, the fund has not provided an updated valuation, the
valuation shall reflect the initial purchase price. If subsequent to purchase, the fund
provides an updated valuation, then the statement will reflect that updated value. The
updated value will continue to be reflected on the report until the fund provides a further
updated value.
As result of the valuation process, if the valuation reflects initial purchase price or an
updated value subsequent to purchase price, the current value(s) of an investor’s fund
holding(s) could be significantly more or less than the value reflected on the report. Unless
otherwise indicated, Registrant shall calculate its fee based upon the latest value provided
by the fund sponsor.
Interval Funds/Risks and Limitations. Where appropriate, Registrant may utilize
interval funds (and other types of securities that could pose additional risks, including lack
of liquidity and restrictions on withdrawals). An interval fund is a non-traditional type
of closed-end mutual fund that periodically offers to buy back a percentage of outstanding
shares from shareholders. Investments in an interval fund involve additional risk, including
lack of liquidity and restrictions on withdrawals.
During any time periods outside of the specified repurchase offer window(s), investors will
be unable to sell their shares of the interval fund. There is no assurance that an investor
will be able to tender shares when or in the amount desired. There can also be situations
where an interval fund has a limited amount of capacity to repurchase
shares and may not
be able to fulfill all purchase orders. In addition, the eventual sale price for the interval
fund could be less than the interval fund value on the date that the sale was requested.
While an interval fund periodically offers to repurchase a portion of its securities, there is
no guarantee that investors may sell their shares at any given time or in the desired amount.
As interval funds can expose investors to liquidity risk, investors should consider interval
fund shares to be an illiquid investment. Typically, the interval funds are not listed on any
securities exchange and are not publicly traded. Therefore, there is no secondary market
for the fund’s shares.
Because these types of investments involve certain additional risk, these funds will only be
utilized when consistent with a client’s investment objectives, individual situation,
suitability, tolerance for risk and liquidity needs. Investment should be avoided where an
investor has a short-term investing horizon and/or cannot bear the loss of some, or all, of
the investment. There can be no assurance that an interval fund investment will prove
profitable or successful. In light of these enhanced risks, a client may direct Registrant, in
writing, not to purchase interval funds for the client’s account.
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 generally relies on 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.
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.
Seminars. The Registrant may offer financial wellness seminars designed to help educate
and empower groups seeking general advice on investing and other areas of personal
finance. The content of these seminars will depend upon the goals of the participants.
The Registrant’s seminars/workshops are educational in nature and do not involve the
recommendation or sale of any specific investment products. Any information presented
during a seminar will not be based on the individual needs of an attendee, nor does the
Registrant provide individualized investment advice to attendees during these general
sessions. Attendees are reminded should they need individualized investment advisory
services they may engage the investment professional of their choice.
The Registrant generally requires attendees to purchase tickets to seminars it hosts,
however the Registrant may choose to reduce or waive the ticket fee for certain attendees
at its sole discretion.
Cash Positions. Registrant treats cash as an asset class. As such, unless determined to the
contrary by Registrant, all cash positions (money markets, etc.) shall be included as part of
assets under management for purposes of calculating Registrant’s advisory fee. 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 cash positions.
Retirement Plan Rollovers–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.
Cryptocurrency. For clients who want exposure to cryptocurrencies, including Bitcoin,
the Registrant, will advise the client to consider a potential investment in corresponding
exchange traded securities, or an allocation to separate account managers and/or private
funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used
to buy goods and services but uses an online ledger with strong cryptography (i.e., 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. Because cryptocurrency is currently considered
to be a speculative investment, the Registrant will not exercise discretionary authority to
purchase a cryptocurrency investment for client accounts. Rather, a client must expressly
authorize the purchase of the cryptocurrency investment.
The Registrant does not recommend or advocate the purchase of, or investment in,
cryptocurrencies. The Registrant considers such an investment to be speculative.
Clients who authorize the purchase of a cryptocurrency investment must be prepared for
the potential for liquidity constraints, extreme price volatility and complete loss of
principal.
Structured Notes. Registrant may purchase Structured Notes for client accounts. A
Structured Note is a financial instrument that combines two elements, a debt security and
exposure to an underlying asset or assets. It is essentially a note, carrying counter party
risk of the issuer. However, the return on the note is linked to the return of an underlying
asset or assets (such as the S&P 500 Index or commodities). It is this latter feature that
makes structured products unique, as the payout can be used to provide some degree of
principal protection, leveraged returns (but usually with some cap on the maximum return),
and be tailored to a specific market or economic view. Structured Notes will generally be
subject to liquidity constraints, such that the sale thereof before maturity will be limited,
and any sale before the maturity date could result in a substantial loss. There can be no
assurance that the Structured Notes investment will be profitable, equal any historical
performance level(s), or prove successful.
If the issuer of the Structured Note defaults, the entire value of the investment could be
lost.
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 Brochure and CRS, as set forth
on Parts 2 and 3 of Form ADV, respectively, shall be provided to each client prior to the
execution of any new advisory 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 sponsor a wrap fee program. However, the Registrant may
recommend or allocate a client’s assets to a third-party manager who sponsors or
participates in certain unaffiliated wrap programs (“Program Sponsors”). With respect to
these wrap-fee programs, clients pay their fees directly to the Program Sponsors who, in
turn, remit a portion of those fees to Registrant. The advisory fees remitted to Registrant
are based upon an annual percentage of assets under management and are calculated by the
Program Sponsors either in arrears or in advance.
E. As of March 7, 2024, the Registrant had $163,923,630 in assets under management on a
discretionary basis and $0 in assets under management on a non-discretionary basis.