A. Verus Financial Partners (the “Registrant”) is a corporation formed on July 1, 1992 in the
State of Virginia. The Registrant registered as an Investment Adviser Firm in July 1992. The
Registrant is principally owned by David A. Kozlowski, Julie A. Waitman, Edward L. Hoppe,
III; and William J. Lagos, Jr.
B. As discussed below, the Registrant offers to its clients (primarily individuals and families)
investment advisory services, and, to the extent specifically requested by a client, financial
planning and related consulting services, and tax planning/preparation services (tax
preparation per the terms of a separate agreement).
INVESTMENT ADVISORY SERVICES
If a client determines to engage the Registrant to provide discretionary investment advisory
services on a fee‐only basis, which fee is generally (with exceptions at the discretion of the
Registrant) based upon a percentage of the assets placed under the Registrant’s
management per the fee schedule set forth at Item 5 below. Before engaging the Registrant
to provide investment advisory services, clients are required to enter into a discretionary
Investment Advisory Agreement, setting forth the terms and conditions of the engagement
(including termination), which describes the fees and services to be provided.
FINANCIAL PLANNING, TAX PLANNING AND CONSULTING SERVICES (STAND‐ALONE)
While this is not a normal practice, the Registrant, under limited circumstances may agree
to a stand‐alone financial planning, tax or consulting engagement. To the extent specifically
requested by a client, the Registrant may determine to provide financial planning, tax
planning and preparation and/or consulting services (including investment and non‐
investment related matters, insurance planning, etc.) on a stand‐alone separate fee basis.
Registrant’s planning and consulting fees are negotiable, but generally range from $600.00
to $5,000.00 on a fixed fee basis, and from $250.00 to $600.00 on an hourly rate basis,
depending upon the level and scope of the service(s) required and the professional(s)
rendering the service(s). Prior to engaging the Registrant to provide planning or consulting
services, clients are generally required to enter into a Financial Planning and Consulting
Agreement with 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. Neither the
Registrant, nor any of its representatives, serves as an attorney or licensed insurance agent,
and no portion of the Registrant’s services should be construed as same. Accordingly, the
Registrant does not prepare legal documents (including estate planning documents) or sell
insurance products. If requested by the client, Registrant may recommend the services of
other professionals for implementation purposes (i.e., attorneys, accountants, insurance,
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. Please Note: If the
client engages any such recommended professional, and a dispute arises thereafter relative
to such engagement, the client agrees to seek recourse exclusively from and against the
engaged professional. At all times, the engaged licensed professional[s] (i.e., attorney,
accountant, insurance agent, etc.), and not Registrant, shall be responsible for the quality
and competency of the services provided. Please Also Note: It remains the client’s
responsibility to promptly notify the Registrant if there is ever any change in his/her/its
financial situation or investment objectives for the purpose of reviewing/evaluating/revising
Registrant’s previous recommendations and/or services.
Please Note: Retirement Rollovers‐Potential for Conflict of Interest: A client or prospective
client leaving an employer typically has four options regarding an existing retirement plan
(and may engage in a combination of these options): (i) leave the money in the former
employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is
available and rollovers are permitted, (iii) roll over to an Individual Retirement Account
(“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age,
result in adverse tax consequences). If Registrant recommends that a client roll over their
retirement plan assets into an account to be managed by Registrant, such a
recommendation creates a conflict of interest if Registrant will earn new (or increase its
current) compensation because of the rollover. If Registrant provides a recommendation as
to whether a client should engage in a rollover or not (whether it is from an employer’s plan
or an existing IRA), 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, whether it is from an
employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer, Julie Waitman,
remains available to address any questions that a client or prospective client may have
regarding the potential for conflict of interest presented by such rollover
recommendation.
MISCELLANEOUS
Financial Planning/Non‐Investment Consulting/Implementation Services. To the extent
requested by the client, the Registrant shall generally provide financial planning and related
consulting services regarding non‐investment related matters, such as estate planning, tax
planning/preparation, insurance, etc. Please Note: Registrant believes that it is important
for the client to address financial planning issues with Registrant on an ongoing basis.
Registrant’s fee will remain the same regardless of whether the client determines to address
planning issues with Registrant. Registrant remains available to address planning issues with
the client on an ongoing basis.
Neither the Registrant, nor any of its representatives, serves as an attorney or licensed
insurance agent, and no portion of the Registrant’s services should be construed as same.
Accordingly, the Registrant does not prepare legal documents (including estate planning
documents) or sell insurance products. 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.). 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. Please Note: If the client engages any such
recommended professional, and a dispute arises thereafter relative to such engagement,
the client agrees to seek recourse exclusively from and against the engaged professional. At
all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent,
etc.), and not Registrant, shall be responsible for the quality and competency of the services
provided. Please Also Note: It remains the client’s responsibility to promptly notify the
Registrant if there is ever any change in his/her/its financial situation or investment
objectives for the purpose of reviewing/evaluating/revising Registrant’s previous
recommendations and/or services.
Custodian Charges‐ Additional Fees: As discussed below at Items 5 and 12, when requested
to recommend a broker‐dealer/custodian for client accounts, Registrant generally
recommends that Charles Schwab & Co. (“Schwab”) serve as the broker‐dealer/custodian
for client investment management assets. Schwab purchased TD Ameritrade in 2020 and all
client accounts were converted to Schwab accounts in September 2023. Broker‐dealers such
Schwab charge brokerage commissions, transaction, and/or other type fees for effecting
certain types of securities transactions (i.e., including transaction fees for certain mutual
funds, and mark‐ups and mark‐downs charged for fixed income transactions, etc.). The types
of securities for which transaction fees, commissions, and/or other type fees (as well as the
amount of those fees) shall differ depending upon the broker‐dealer/custodian (while
certain custodians, including Schwab, do not currently charge fees on individual equity
transactions, including ETFs, others do). These fees/charges are in addition to Registrant’s
investment advisory
fee at Item 5 below. Registrant does not receive any portion of these
fees/charges.
Use of Mutual and Exchange‐Traded Funds: Most mutual funds and exchange‐traded funds
are available directly to the public. Thus, 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. The mutual funds and
exchange traded funds utilized by the Registrant are generally available directly to the
public. Thus, a client can generally obtain the funds recommended and/or utilized by
Registrant independent of engaging Registrant as an investment advisor. However, if a
prospective client does so, then they will not receive Registrant's initial and ongoing
investment advisory services.
Please Note‐ Use of DFA Mutual Funds: Registrant utilizes mutual funds issued
by Dimensional Fund Advisors (“DFA”). DFA funds are generally only available
through registered investment advisers approved by DFA. Thus, if the client was
to terminate Registrant’s services, and transition to another adviser who has not
been approved by DFA to utilize DFA funds, restrictions regarding additional
purchases of, or reallocation among other DFA funds, will generally apply. Please
Also Note: 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). ANY
QUESTIONS: Registrant’s Chief Compliance Officer, Julie Waitman, remains
available to address any questions that a client or prospective client may have
regarding the above.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. 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, market conditions, 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 unnecessary. Clients remain subject to the fees described
in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there
can be no assurance that investment decisions made by the Registrant will be profitable or
equal any specific performance level(s).
Please Note: 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. ANY QUESTIONS:
Registrant’s Chief Compliance Officer, Julie Waitman, remains available to address any
questions that a client or prospective may have regarding the above fee billing practice.
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. Please Note: 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. Please Also Note: 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 his/her/its
responsibility to promptly notify the Registrant if there is ever any change in his/her/its
financial situation or investment objectives for the purpose of reviewing/evaluating/revising
Registrant’s previous recommendations and/or services.
Please Note: Investment Risk. Different types of investments involve varying degrees of risk,
and it should not be assumed that future performance of any specific investment or
investment strategy (including the investments and/or investment strategies recommended
or undertaken by Registrant) will be profitable or equal any specific performance level(s).
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 processes 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 Brochure. A copy of the Registrant’s written Brochure as set forth on Part 2A of
Form ADV shall be provided to each client prior to, or contemporaneously with, the
execution of the Investment Advisory Agreement or Financial Planning and Consulting
Agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each client.
Prior to providing investment advisory services, an investment adviser representative will
ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate
and/or recommend that the client allocate investment assets consistent with the designated
investment objective(s). The client may, at any time, impose reasonable restrictions, in
writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $920,759,221 in assets under management on
a discretionary basis.