A. DiNuzzo Private Wealth, Inc., d/b/a DiNuzzo Wealth Management, d/b/a DiNuzzo Family Office,
d/b/a DiNuzzo Middle-Market Family Office, d/b/a DiNuzzo Emerging Wealth (“DPW”) is a
corporation formed on December 4, 1997 in the Commonwealth of Pennsylvania (previous to
which it was a sole proprietorship). DPW has been in business since October 1, 1989 and became
registered as an Investment Adviser Firm in June 1998. DPW is owned by Patrick J. DiNuzzo and
Mark S. DiNuzzo. Patrick J. DiNuzzo is DPW’s President.
B.
INVESTMENT ADVISORY SERVICES
Investment Management Services
DPW provides investment management services on a discretionary fee basis. DPW’s annual
investment advisory fee for such services is based upon a percentage (%) of the market value of
the assets placed under its management.
DPW’s investment management services can also include investment advisory services relative to
a client’s 401(k) plan assets. In such engagements, DPW shall allocate (or recommend that the
client allocate) the retirement account assets among the investment options available on the 401(k)
platform. DPW’s ability shall be limited to the allocation of the assets among the investment
alternatives available through the plan. DPW will not receive any communications from the plan
sponsor or custodian, and it shall remain the client’s exclusive obligation to notify DPW of any
changes in investment alternatives, restrictions, etc. pertaining to the retirement account.
DiNuzzo Wealth Management
DPW offers investment management and wealth planning services to individuals, couples and
partners with approximately $2 million to $10 million dollars of investable assets through the
DiNuzzo Wealth Management platform.
In addition to discretionary investment management services, DiNuzzo Wealth Management
participants shall receive planning services which may include, depending upon the needs of the
client:
To commence the investment management process, a DPW representative will first ascertain each
client’s investment objectives, and then allocate investment assets consistent with the designated
DiNuzzo Financial Wellness LifePlan™ Diversification Planning
Risk Tolerance Consulting Financial Wellness Life Planning
Personal Balance Sheet Consulting Cash Flow and Budget Consulting
Financial Scorecard Consulting Priority Action List Consulting
Pre and Post Retirement LifePlan Stress Testing Tax and Account Type Planning
Withdrawal Management and Planning Risk Management Planning
Guide Center (Client Center) Portal Asset Allocation Planning
investment objectives, primarily among various mutual funds and exchange traded funds (“ETFs”).
Once allocated, DPW provides ongoing monitoring and review of account performance and asset
allocation as compared to client investment objectives, and rebalances the account on a
discretionary basis.
DiNuzzo Family Office and DiNuzzo Middle-Market Family Office
DPW offers consulting, investment management, and a wide range of wealth planning services to
successful entrepreneurs, business owners and families of privately held companies with
approximately $10 million to $200+ million dollars of net worth through the DiNuzzo Family
Office and DiNuzzo Middle-Market Family Office platforms.
In addition to discretionary investment management services, DiNuzzo Family Office and DiNuzzo
Middle-Market Family Office participants shall receive planning services which may include,
depending upon the needs of the client:
DiNuzzo Emerging Wealth
DPW offers clients a streamlined approach to investment management through its DiNuzzo
Emerging Wealth service offering, available through an automated online investment management
platform. Through DiNuzzo Emerging Wealth, DPW offers clients a range of investment strategies
(models) it has constructed and continues to manage. DPW is solely responsible for choosing a
suitable investment strategy and portfolio for the client’s investment needs and goals, and managing
that portfolio on an ongoing basis.
DiNuzzo Emerging Wealth uses an interface that automates certain key parts of DPW’s investment
process (the “Interface”). The Interface includes an online questionnaire that helps DPW determine
a client’s investment objectives and risk tolerance and select an appropriate investment strategy
and portfolio. Clients should note that DPW will recommend a portfolio via the Interface in
response to the client’s answers to the online questionnaire.
DiNuzzo Emerging Wealth is designed to provide guidance and professional assistance to
individuals who are beginning the process of accumulating wealth. Clients will have access to their
Family Office: Financial Statements, Data
Gathering, Bill Paying Planning
Benefit Focused Defined Benefit
Retirement Planning
International Private Placement Trust Planning Business Succession Planning
Estate Planning Income Tax Planning
Marital and Related Relations Planning Family & Personal Security Planning
Asset Protection Planning Charitable Tax Planning
Philanthropic Advisory Planning Cross-Border and Inbound Planning
Life Management Planning Concierge Medicine Planning
Risk Management Planning Property & Casualty Risk Planning
Life Insurance Planning Cybersecurity Planning
Captive Insurance Company Planning Opportunity Zone Planning
Family Office Stress Testing Investment Banking Planning
Private Equity Buyers Planning
accounts and a financial interface online but will also have the opportunity to confer with the DPW
with respect to their account.
Retirement Plan Services
DPW 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 DPW and the plan sponsor.
In such engagements, DPW 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. DPW will
generally also create specific asset allocation models that DPW manages on a discretionary basis,
from which plan participants may choose in managing their individual retirement account.
Upon request by the plan sponsor, DPW may also provide participant education designed to assist
participants in identifying the appropriate investment strategy for their retirement plan accounts,
assist with drafting and maintaining a plan investment policy statement, and assist in the selection
and monitoring of a qualified default investment alternative.
DPW may also be engaged to provide discretionary investment advisory services to pooled ERISA
retirement plans like cash balance and pension plans. In these engagements, DPW manages the
plan assets consistent with the investment objective designated by the plan trustees.
In the ERISA plan engagements described in this section, DPW will serve as an investment
fiduciary as that term is defined under ERISA Section 3(21) and as an investment manager as that
term is defined under ERISA Section 3(38). DPW’s fee for such services will generally be based
on the assets of the ERISA plan.
Miscellaneous
Limited Consulting/Implementation Services: Although DPW does not hold itself out as providing
financial planning, estate planning or accounting services, to the extent specifically requested by
the client, DPW may provide limited consultation services to its investment management clients
on investment and non-investment related matters, such as estate planning, insurance, etc. DPW
shall not receive any separate or additional fee for any such consultation services except as noted
above in extraordinary situations. Neither DPW nor its investment adviser representatives assist
clients with the implementation of any financial plan, unless they have agreed to do so in writing.
DPW does not monitor a client’s financial plan, and it is the client’s responsibility to revisit the
financial plan with DPW, if desired.
Neither DPW, nor any of its representatives, serves as an attorney and no portion of DPW’s services
should be construed as same.
To the extent requested by a client, DPW may recommend the services of other professionals for
certain non-investment implementation purposes (i.e., attorneys, accountants, insurance, etc.)
including DPW’s representatives, Mark S. DiNuzzo and/or Michael V. DiNuzzo, in their registered
or licensed capacity as discussed below. In addition, DPW is affiliated with DiNuzzo Risk
Management Solutions, LLC, a resident producer agency licensed with the Pennsylvania Insurance
Department. The client is under no obligation to engage the services of any such recommended
professional or affiliated agency. The client retains absolute discretion over all such implementation
decisions and is free to accept any recommendation from DPW.
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 professionals. At all times, the engaged licensed professional (i.e., attorney, accountant,
insurance agent, etc.), and not DPW, shall be responsible for the quality and competency of the
services provided.
It remains the client’s responsibility to promptly notify DPW if there is ever any change in their
financial situation or investment objectives for the purpose of reviewing, evaluating or revising
DPW’s previous recommendations and/or services.
DPW believes that it is important for client to address financial planning issues on an ongoing
basis. DPW’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether
or not the client determines to address some or all financial planning issues with DPW.
FinLife Partners Service Offering:
DPW utilizes a suite of digitally powered technology solutions offered by FinLife Partners. FinLife
Partners provides DPW with access to a technology platform that includes certain clerical document
and data compilation services. FinLife Partners is not in any way involved in, or responsible for,
the individual investment management or guidance provided to DPW’s clients. DPW pays FinLife
Partners a flat fee for its technology services.
Independent Managers: DPW may recommend the client engage an unaffiliated third-party
manager, to manage all or a portion of a client’s taxable account. If engaged, the unaffiliated third-
party manager would have day-to-day responsibility for the active discretionary management of
the allocated assets. DPW 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 investment management fees charged by third-party managers are
exclusive of, and in addition to, DPW’s ongoing investment advisory fee, and shall generally not
exceed 0.39% annually of assets allocated.
DPW generally considers the following factors when recommending any third-party manager: the
client’s designated investment objective(s),
management style, performance, reputation, financial
strength, reporting, pricing, and research.
Envestnet MoneyGuide Platform and Yodlee: DPW, in conjunction with the services provided by
Envestnet MoneyGuide and Yodlee, may also provide periodic comprehensive reporting services
which can incorporate all of the client’s investment assets, including those investment assets that
are not part of the assets managed by DPW (the “Excluded Assets”). The client and/or their other
advisors that maintain trading authority, and not DPW, shall be exclusively responsible for the
investment performance of the Excluded Assets. DPW’s service relative to the Excluded Assets is
limited to reporting and consulting services only, which does not include investment
implementation.
DPW does not have trading authority for the Excluded Assets. As such, to the extent applicable to
the nature of the Excluded Assets (assets over which the client maintains trading authority or
wherein trading authority is delegated to another investment professional), the client (and/or the
other investment professional), and not DPW, shall be exclusively responsible for directly
implementing any recommendations relative to the Excluded Assets. DPW shall not be responsible
for any implementation error (timing, trading, etc.) relative to the Excluded Assets nor receive a
fee for such Excluded Assets.
In the event the client desires that DPW provide investment management services (whereby DPW
would have trading authority) with respect to the Excluded Assets, the client may engage DPW to
do so pursuant to the terms and conditions of the Investment Advisory Agreement between DPW
and the client.
Use of Dimensional Fund Advisors Institutional Mutual Funds: While DPW may allocate
investment assets to mutual funds and exchange traded funds (“ETFs”) that are not available
directly to the public, DPW may also allocate investment assets to publicly-available mutual funds
and ETFs that the client could purchase without engaging DPW as an investment adviser.
However, institutional mutual funds issued by Dimensional Fund Advisors (“DFA”), are generally
only available through approved Registered Investment Advisers. DPW may allocate client
investment assets to DFA mutual funds. Therefore, upon the termination of DPW’s services by
DPW or a client, restrictions regarding transferability or additional purchases of, or reallocation
among DFA funds may apply.
Retirement Rollovers – No Obligation / 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 DPW recommends
that a client roll over their retirement plan assets into an account to be managed by DPW, such a
recommendation creates a conflict of interest if DPW will earn new (or increase its current)
compensation as a result of the rollover. If DPW 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), DPW
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 DPW,
whether it is from an employer’s plan or an existing IRA.
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 DPW), there can
be no assurance that investment in ESG securities or funds will be profitable or prove
successful. DPW does not maintain or advocate an ESG investment strategy but will seek to
employ ESG if directed by a client to do so. If implemented, DPW shall rely upon the assessments
undertaken by the unaffiliated mutual fund, exchange traded fund or separate account portfolio
manager to determine that the fund’s or portfolio’s underlying company securities meet a socially
responsible mandate.
Cash Positions: DPW continues to treat cash as an asset class. As such, unless determined to the
contrary by DPW, all cash positions (money markets, etc.) shall continue to be included as part of
assets under management for purposes of calculating DPW’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), DPW 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, DPW’s advisory
fee could exceed the interest paid by the client’s money market fund.
Cash Sweep Accounts: Certain account custodians can require that cash proceeds from account
transactions or new deposits, be swept to and/or initially maintained in a specific custodian
designated sweep account. The yield on the sweep account will generally be lower than
those available for other money market accounts. When this occurs, to help mitigate the
corresponding yield dispersion DPW 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 DPW reasonably anticipates that it will utilize the cash proceeds
during the subsequent 30-day period to purchase additional investments for the client’s account.
Exceptions and/or modifications can and will occur with respect to all or a portion of the cash
balances for various reasons, including, but not limited to the amount of dispersion between the
sweep account and a money market fund, the size of the cash balance, an indication from the client
of an imminent need for such cash, or the client has a demonstrated history of writing checks from
the account.
The above does not apply to the cash component maintained within a DPW actively managed
investment strategy (the cash balances for which shall generally remain in the custodian designated
cash sweep account), an indication from the client of a need for access to such cash, assets allocated
to an unaffiliated investment manager and cash balances maintained for fee billing purposes.
The client shall remain exclusively responsible for yield dispersion/cash balance decisions and
corresponding transactions for cash balances maintained in any DPW unmanaged accounts.
Portfolio Activity: DPW has a fiduciary duty to provide services consistent with the client’s best
interest. As part of its investment advisory services, DPW 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, the client’s financial circumstances, and changes in the client’s investment
objectives. Based upon these and other factors, there may be extended periods of time when DPW
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.
Client Obligations: In performing its services, DPW 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
DPW if there is ever any change in their financial situation or investment objectives for the purpose
of reviewing, evaluating or revising DPW’s previous recommendations and/or services.
Cybersecurity Risk: The information technology systems and networks that DPW and its third-
party service providers use to provide services to DPW’s clients employ various controls, which
are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions
that could cause significant interruptions in DPW’s operations and result in the unauthorized
acquisition or use of clients’ confidential or non-public personal information. Clients and DPW
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 DPW has established procedures to reduce the risk of
cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially
considering that DPW 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 DPW’s written Brochure, as set forth on Part 2 of Form ADV and
the Form CRS shall be provided to each client prior to, or contemporaneously with, the execution
of the Investment Advisory Agreement.
C. DPW 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, DPW 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 DPW’s services.
D. DPW does not participate in a wrap fee program.
E. As of December 31, 2023, DPW had approximately $946,475,627 in assets under management on
a discretionary basis.