Madison Avenue Securities, LLC ("MAS" or "Adviser") is a member broker-dealer of the Financial
Industry Regulatory Authority (“FINRA”) as well as a registered investment adviser. The information in
this brochure pertains to the registered investment advisory activities of MAS. MAS has been registered
as an investment adviser since December of 2005. MAS is owned by KT Equity Partners II, LLC (“KT
Equity”), a holding company with no involvement in MAS. Metcalfe, Inc. (“Metcalfe”), a family owned
holding company with no involvement in MAS, also has ownership interests in MAS.
Through the various programs detailed later in this Brochure, MAS manages approximately $1.6 Billion,
as of December 31, 2022. Of the total assets under management, approximately $ 931 Million is
managed on a discretionary basis and approximately $ 690 Million is managed on a non-discretionary
basis.
For advisory services offered by MAS, Investment Adviser Representatives (“IARs”) conduct initial
meetings with potential advisory clients. During this meeting, the client and IAR discuss the client's
financial situation, personal goals and objectives, risk tolerance, and investment style. It is essential that
the client provide accurate, candid and complete information to the IAR. The failure to provide such
complete information may affect the services being provided. It is the client's obligation to promptly
inform the IAR of material changes in the client's financial circumstances or investment objectives to
enable the IAR to evaluate whether to change the way the client's account is managed. The IAR may
provide advice on an intermittent or periodic basis, such as in response to a client request or notification
of a material change in the client's financial situation, in response to a market event, or on a specific
date. At such time, the IAR will discuss the account with the client and make recommendations as
appropriate. If such recommendations are accepted by the client, the IAR is responsible for arranging or
effecting the purchase or sale.
There is no guarantee that the advisory services offered will result in the client's goals and objectives
being met. Nor is there any guarantee of profit or protection from loss. The fees and expenses in
connection with these advisory services may be higher than the cost of similar services offered through
other financial firms or the fees associated with other financial services. No assumption can be made
that any particular advisory services, investment strategy or fee arrangement will provide better returns
than other investment strategies.
MAS may provide advisory services to you through several different types of programs. You may select
to participate in any one program alone, or in any combination of two or more of the programs. Our
programs are:
1. Fee Plus Transaction Charge Program
2. Standard Wrap Program
3. AE Wealth Management Program
4. Low-Minimum Wrap Program (no longer accepting new accounts, as of June 30,2020)
5. Direct Third Party Manager Programs
6. Financial Planning and Consulting Services Program
7. Pension Consulting and College Savings Services Program
Madison retains a clearing and custodial partner on behalf of our clients. For this purpose, we utilize the
services provided by Pershing, LLC (“Pershing”, or “clearing firm”) for the custody of certain brokerage
and advisory accounts. The advisory accounts opened under the Fee Plus Transaction Charge Program,
the Standard Wrap Program, and the Low-Minimum Wrap Program are custodied by Pershing. Madison
and Pershing are unaffiliated entities. Reference to Pershing within this document is only applicable to
the extent that clients open and maintain an applicable program account, as contained in this
document.
Our various programs are described below:
Fee Plus Transaction Charge Program
This program enables your individual IAR to manage your assets for a fee. The fee will vary, depending
on account size. In addition to this management fee, accounts in this program will also be assessed
transaction charges for purchases and sales of securities. These fees and charges are described in the
next section, titled “Fees and Compensation” and are subject to negotiation depending upon a number
of factors, including size of the account. This program is designed to offer suitable participants asset
allocation and brokerage services, consolidated reporting, and periodic recommendations pursuant to
investment objectives chosen by the client on a discretionary or non-discretionary basis. IARs must
secure your permission prior to effecting transactions in your advisory accounts under this program if
managed on a non-discretionary basis. The minimum investment required in the MAS Fee Plus
Transaction Charge Program is $50,000. MAS may choose to waive these minimums for certain clients.
If for any reason the Account value falls below our required minimum, we have the right to terminate
the Account. The clearing firm will deliver securities held in the Account as instructed by client unless
client requests that the Account be liquidated. Client will be entitled to a pro rata refund of any pre-paid
quarterly fee based upon the number of days remaining in the quarter after termination. Such fees will
be prorated and credited only to the Account from which such fees were debited.
The assets of the Program account will include stocks, bonds, mutual funds, options (equity and index),
and other securities. The use of margin will not be permitted in this Program. Annuities with no sales
charges can be transferred into this Program.
Standard Wrap Program
This program enables your individual IAR to manage your assets for a fee. The fee will vary, depending
on account size and may be greater than the asset based fees in our other Programs. When
participating in this Program, clients pay a Wrap Fee which is generally a fee that includes advisory fees
for account management and transactional costs for trades. The Adviser will retain a portion of this
Wrap Fee for services provided. Transactions in the Program are usually executed without sales
commissions or markups. Since the cost of participating in the program may be more or less than the
cost of participating in similar programs or the cost of paying for Program services separately, clients
should consider among other things, the amount of the Program fee, the administrative costs, as well as
the types and quality of the services to be provided. Any fees paid or costs absorbed will have an effect
on account returns. The fees and charges for this program are described in the next section, titled “Fees
and Compensation” and are subject to negotiation depending upon a number of factors, including size
of the account. This program is designed to offer suitable participants asset allocation and brokerage
services, consolidated reporting, and periodic recommendations pursuant to investment objectives
chosen by the client on a discretionary or non-discretionary basis. IARs must secure your permission
prior to effecting transactions in your advisory accounts under this program unless you grant
discretionary trading authority. The minimum investment required to open an account in the MAS
Standard Wrap Program is $15,000. MAS may choose to waive these minimums for certain clients. If for
any reason the Account value falls below $10,000, we have the right to terminate the Account. The
clearing firm will deliver securities held in the Account as instructed by client unless client requests that
the Account be liquidated. Client will be entitled to a pro rata refund of any pre-paid quarterly fee based
upon the number of days remaining in the quarter after termination. Such fees will be prorated and
credited only to the Account from which such fees were debited.
The assets of the Program account will include stocks, bonds, mutual funds, and other securities. The
use of margin will not be permitted in this Program. Annuities with no sales charges can be transferred
into this Program.
AE Wealth Management Program
To make this Program available, MAS has hired the services of a “sub-adviser,” AE Wealth Management,
LLC. In this program, assets are held in custody with either TD Ameritrade or Fidelity Institutional. This
program allows for assets to be managed by MAS and its IARs on a discretionary basis. In this program,
specific investment decisions within your account may be made by either your individual IAR, or by MAS.
Most commonly, your IAR will assist you with selecting from the list of strategies available within the
AEWM Program. When participating in this Program, clients pay a Wrap Fee, sometimes known as
“asset based pricing” which is generally a fee that includes advisory, brokerage and custodial services.
MAS and your IAR will retain a portion of the fees for services provided. Transactions under asset based
pricing are usually executed without sales commissions or markups. Since the cost of participating in the
Wrap program may be more or less than the cost of participating in similar programs, clients should
consider the cost of paying for transactions (as in “transaction based” pricing) or the cost of paying
Program services separately. Clients should also consider, among other things, the amount of the
Program fee, the administrative costs, as well as the types and quality of the services to be provided.
Any fees paid or costs absorbed will have an effect on account returns.
The minimum initial investment required to establish an account through the AE Wealth Management
Program is $10,000. Exceptions to this minimum may be made if approved by your IAR and by MAS.
Fees are billed monthly, in arrears based on average daily account balance. The total advisory fee for
these accounts will not exceed 2.5% per year. Additional details regarding the fees in this program will
be addressed in the following section, “Fees and Compensation.”
The AE Wealth Management Program permits you to terminate accounts at any time, in which case fees
will be assessed based on the number of days in the current billing period that accounts were managed
through the termination date.
The assets of the Program account will include stocks, bonds, mutual funds, ETFs, and other securities.
Low-Minimum Wrap Program
MAS has a legacy program, called the Low-Minimum Wrap Program, which is not promoted. MAS is no
longer accepting new accounts into this program, as of June 30, 2020. The minimum investment required
in the MAS Low-Minimum Wrap Program is $25,000.00. MAS may choose to waive this minimum for
certain clients. While MAS has other advisory programs that have a lower minimum asset requirement
(for example, the Standard Wrap Fee Program has a minimum investment of $15,000.00), this is the only
MAS program where there are no “low balance fees” assessed to the client if the asset value is above the
minimum standard but is below a certain threshold. If the asset value of the account falls below the
minimum standard for any MAS advisory program, the account may be terminated at the sole discretion
of MAS.
The Low-Minimum Wrap Program is designed to offer suitable participants asset allocation and brokerage
services, consolidated reporting, and periodic recommendations pursuant to investment objectives
chosen by the client. The assets of the Low-Minimum Wrap Program account will include stocks, bonds,
mutual funds, and other securities. Annuities with no sales charges can be transferred into this Program.
However, the use of margin will not be permitted in this Program. The clearing firm will deliver securities
held in the Account as instructed by client.
The Low-Minimum Wrap Program is managed by MAS and its IAR on either a discretionary or non-
discretionary basis, depending on the desire of the client. If managed on a discretionary basis, the client
must provide specific authorization to enable the IAR to effectuate transactions on the client’s behalf
without the client’s approval. If managed on a non-discretionary basis, MAS and its IARs must secure the
client’s permission prior to effecting any transactions in the Low-Minimum Wrap Program.
When participating in this Program, clients pay a “Wrap Fee”, which is generally a fee that includes
advisory fees for account management and transactional costs for trades and other services, including
platform fees. The “wrap fee” paid by the client is then allocated among MAS, MAS’s IARs and MAS’s
clearing firm
for execution and other services. While the allocation of the “wrap fee” does not generally
affect the clients (who is just paying the wrap fee), the allocation of the wrap fee’s certain transactional
costs, like the platform fee, is lower in the Low-Minimum Wrap Fee Program than in other programs. This
results in a higher overall allocation to the IARs. However, that higher allocation to the IAR is offset by
certain transaction fees and surcharges associated with trading activity (transactions in the Low-Minimum
Wrap Program are usually executed without sales commissions or markups, but there is still a cost
associated with transactions, which would be used to offset the higher allocation to the IAR). Since the
higher allocation of the wrap fee to the IAR is offset by transaction fees and surcharges, the more
transactions executed by the IAR means there are more offsets to the IAR’s allocation, thereby reducing
the allocation provided to the IAR (and, thus, a reduction in revenue for the IAR due to transaction costs).
This may create an incentive for the IAR to place less trades in order to reduce the offset and capture
more of the allocation. This incentive may create a conflict of interest for the IAR. However, IARs are
aware of their fiduciary obligation to put their client’s best interest ahead of their compensation.
Moreover, MAS has internal controls in place, which monitor its IARs’ executions that they perform on
behalf of their clients. IARs are required to provide justification if there is a low level of trading activity for
specific accounts. Finally, MAS and its IARs are required to provide on-going review of their clients’
accounts and will, during their on-going review with the clients, explain whether the amount of trading
conducted during the recent past is appropriate for the account based upon the client’s investment
objective and whether the account should stay in the Low-Minimum Wrap Program or move to another
program, such as the Standard Wrap Program with its low balance fee.
Since the cost of participating in the Low-Minimum Wrap Program may be more or less than the cost of
participating in similar programs or the cost of paying for Program services separately, clients should
consider among other things, the amount of the Program fee, the administrative costs, as well as the types
and quality of the services to be provided. Any fees paid or costs absorbed will have an effect on account
returns. The fees and charges for this program are described in the next section, titled “Fees and
Compensation” and are subject to negotiation depending upon a number of factors, including size of the
account.
Clients are always able to request that the Account be liquidated. In the event of the liquidation of an
account, the Client will be entitled to a pro rata refund of any pre-paid quarterly fee based upon the
number of days remaining in the quarter after termination. Such fees will be prorated and credited only
to the Account from which such fees were debited.
Direct Third Party Manager Programs
MAS has established direct “selling agreements” with a variety of third party money managers. In this
program, MAS refers its clients to select, independent, third party money managers, with which MAS
holds a selling agreement. Neither MAS nor IARs of MAS are directly responsible for making specific
investment decisions within the portfolios of these third party money managers. Rather, IARs of MAS
will work with you to help you select a third party manager. These third party managers will then be
responsible for making the specific investment decisions within your account. These accounts are
typically managed on a “discretionary basis” by the third party money manager. This means that each
investment decision made within the program will be made by the third party manager on your behalf,
and without your consent. Each third party money manager will have its own brochure outlining the
experience and any expertise of that manager, the services provided within their program, the fees
charged for those services, and any other important information that should be read and understood
prior to investing. The account minimums for these programs are established by the third party money
managers, and will also be disclosed in their individual brochures. These third party money managers
may invest in a variety of asset types including mutual funds, exchange traded funds (“ETFs”), individual
stocks and bonds, variable annuities, and cash. The specific asset types that these managers are
permitted to invest in will be detailed in their individual brochures.
The IAR may determine that one or more third party managers is suitable for you and will assist you in
selecting a particular third party program or service. The IAR receives compensation pursuant to MAS’
agreements with the third party money managers for introducing clients to them and for certain
ongoing services provided to you including but not limited to; financial planning, consulting services,
active management and reporting services. This compensation, which is disclosed to you in each third
party money manager’s brochure, is equal to a percentage of the investment advisory fee charged by
that investment manager or possibly a fixed fee. Because MAS and the IAR receive compensation from
these third party money managers for referring clients and because such compensation may differ
depending on the individual agreement with each manager, MAS and/or IAR may have an incentive to
recommend one of those managers over: 1) other investment managers with more favorable
compensation arrangements; 2) MAS’ other advisory programs; 3) programs offered through a separate
RIA (if applicable); or 4) alternative advisory programs. Certain programs may charge a "wrap fee".
Selection of a "wrap fee" program may result in the payment of fees by clients in excess of the
combined total of separate advisory fees and brokerage commissions paid by transaction. To invest in
one of these programs, you will need to sign an advisory agreement directly with the third party
sponsor/adviser of the program selected. The advisory relationship may be terminated by you, MAS, or
the sponsor/adviser in accordance with the provisions of these agreements. If terminated, you will
receive a refund of any pre-paid advisory fees, pursuant to the terms of the individual 3rd party’s
brochure.
Financial Planning and Consulting Services Program
MAS, through certain IARs, provides financial planning and consulting services. Within this program,
clients pay a fee for financial services to MAS. These fees can be in the form of a flat fee, hourly fee, or
based on account size. Regardless of the type of plan desired, these services will be provided to clients
in accordance with the terms of an Investment Advisory Client Services Agreement – Financial
Planning/Consultation. The details of the actual services rendered and the fees charged to a specific
client in connection with such services will be set forth in that client's agreement. The services provided
can generally be categorized as one or a combination of the services set forth below. All services and
fees are negotiable. Not all IARs provide financial planning and consulting services.
Clients who receive financial planning and consulting services may purchase securities or insurance
products offered through MAS pursuant to the plan or consultation. IARs that are also registered
representatives of MAS receive commissions as registered broker-dealer representatives or insurance
agents in connection with such transactions. Thus, the IAR may have a conflict of interest when
providing financial planning services because they may receive additional compensation if the client
chooses to execute transactions through them in their capacity as broker-dealer representatives or
insurance agents as a result of such services. Clients have the right to reject recommendations made by
an IAR or otherwise through MAS or its affiliates. Clients also have the right to implement the
recommendations through another adviser, who may charge more or less for the same products and
services.
The categories of financial planning/consulting services typically include the following:
Hourly Financial Consulting: Clients may retain MAS to provide financial consulting services for an hourly
fee. The fees for such services are detailed in the next section of this Brochure, titled “Fees and
Compensation.”
Fixed Fee Services: Client may retain MAS to provide a one-time financial plan, a portfolio analysis,
and/or an investment policy statement for a fixed fee. If you purchase a financial plan, portfolio
analysis, and/or an investment policy statement, the plan will be delivered promptly, or in no more than
90 days. The fees for such services are detailed in the next section of this Brochure, titled “Fees and
Compensation.”
Annual Financial Plan: Clients may retain MAS to provide a financial plan, similar to the one-time
financial plan described above under Fixed Fee Services, plus updates to the plan and financial
consulting services for an annual fee. Personal Financial Planning may include the following: income
tax/cash flow analysis; investment analysis; retirement analysis; educational funding analysis; estate
planning analysis; life insurance analysis; disability insurance analysis; long term health care analysis;
and such other items as requested. The fees for such services are detailed in the next section of this
Brochure, titled “Fees and Compensation.”
Pension Consulting and College Savings Services Program
MAS, through certain IARs, provides pension consulting services to employers that provide or intend to
provide retirement plans to their employees. Under this program, participating IARs will meet with
senior management and key personnel of the employer to design and operate retirement plans and
retirement plan documents that meet the employer’s needs. These accounts are typically employer
sponsored qualified retirement plans under section 401(a), 401(k), 403(b), or 457 of the IRS Code. MAS
provides fiduciary and/or non-fiduciary services to these plans and such capacity shall be disclosed to
the plan in the advisory services agreement. Investment options in the plan may include a variety of
securities, including but not limited to, mutual funds, variable annuities, unit investment trusts, and
money market instruments. Any investment options in the plan may be provided by or through a third
party. Under this Program IAR may also work with a plan recordkeeper or third party administrator in
establishment or administration of the employer sponsored plan.
MAS, through certain IARs also provides services to individual plan participants including education,
enrollment assistance, and as requested from time to time, one on one consultations regarding
investment recommendations. When providing individual plan participant consulting services, MAS will
review the plan participant’s financial circumstances, goals, and objectives as well as the investment
options available in the employer sponsored retirement plan. MAS will make such recommendations
from the list of available investment options in the plan, consistent with the plan participant’s stated
investment objectives and risk tolerance. These services do not constitute asset management services
for the participant’s retirement plan account. The plan participant will determine whether or not to
implement the advice provided. The implementation of any trades in the participant’s retirement plan
account is the participant’s responsibility.
MAS, through certain IARs, also provides college savings services. These services are typically offered
through a 529 College Savings Plan provided through mutual fund companies. 529 plans, legally known
as “qualified tuition plans,” are sponsored by states, state agencies, or educational institutions and are
authorized by Section 529 of the Internal Revenue Code. Under this program, participating IARs will
meet with clients seeking to invest for future educational expenses to discuss investment objectives, risk
tolerance, and estimated timeframe for when investment proceeds will need to be accessed. IAR will
assist client with locating a plan that meets the needs of the client, will provide assistance with
completing the required paperwork for account opening, and will provide assistance with selecting from
the available investments within the plan.