The New Potomac Partners Wrap Program (the “Program”) is a wrap fee program sponsored by New
Potomac Partners LLC (“NPP”) which has been in business since October 2014. David Straus, Joshua
Olds, and Robin Mitler are the firm’s principal owners.
NPP provides financial planning, portfolio management, and investment management services. Clients
advised may include individuals, families, trusts, charitable organizations and foundations, pensions and
corporations.
A. Description of the Program
Asset Management
NPP does not generally require each client to place a minimum amount of assets with the firm.
Asset management services within the Program may be provided on a “discretionary” or on a “non-
discretionary” basis. When NPP is engaged to provide asset management services on a discretionary
basis, we will monitor your accounts to ensure that they are meeting your asset allocation requirements.
If any changes are needed to your investments, we will make the changes. These changes may involve
selling a security or group of investments and buying others or keeping the proceeds in cash. You may
at any time place restrictions on the types of investments we may use on your behalf, or on the allocations
to each security type. You will receive written or electronic confirmations from your account custodian
after any changes are made to your account. You will also receive monthly statements from your
account custodian. Clients engaging us on a discretionary basis will be asked to execute a Limited
Power of Attorney (granting us the discretionary authority over the client accounts) as well as an
Investment Management Agreement that outlines the responsibilities of both the client and NPP.
When a client engages us to provide investment management services on a non-discretionary basis, we
monitor the accounts in the same way as for discretionary services. The difference is that changes to
your account will not be made until we have confirmed with you (either verbally or in writing) that our
proposed change is acceptable to you.
Some NPP clients are provided with financial planning as part of the asset management services on
an as-needed basis, so that the investment decisions made in the asset management process can closely
track the goals of the client’s financial plan. However, for clients wishing to have planning services
without asset management, a separate engagement can be arranged.
If you request, NPP may recommend the services of other professionals for implementation purposes.
You are under no obligation to engage the services of any such recommended professional. You retain
absolute discretion over all such implementation decisions and are free to accept or reject any
recommendation from NPP. If you engage any professional recommended by NPP, and a dispute arises
thereafter relative to such engagement, you agree to seek recourse exclusively from and against the
engaged professional.
As of December 2022, NPP has approximately $166,465,461 in assets under management, in 176
accounts. Of that total, $10,869,730 is managed on a discretionary basis, in 23 accounts and
$155,595,731 is managed on a non-discretionary basis, in 153 accounts.
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Schwab’s Brokerage Services.
In addition to the foregoing portfolio management and other services, the Program includes the
brokerage services of Charles Schwab & Co., Inc. (“Schwab”) a broker-dealer registered with the
Securities and Exchange Commission and a member of FINRA and SIPC. NPP is an independently
owned and operated and not affiliated with Schwab. Schwab will act solely as a broker-dealer and not
as an investment advisor to you. It will have no discretion over your account and will act solely on
instructions it receives from us [or you]. Schwab has no responsibility for our services and undertakes
no duty to you to monitor our management of your account or other services we provide to you. Schwab
will hold your assets in a brokerage account and buy and sell securities and execute other transactions
when we [or you] instruct them to. While we require that you use Schwab as custodian/broker to
participate in our program, you will decide whether to do so and open your account with Schwab by
entering into an account agreement directly with them. We do not open the account for you. Not all
advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor.
Even though your account is maintained at Schwab, we can still use other brokers to execute trades for
your account.
Fees and Compensation
Fees Charged
All clients will be required to execute a written agreement that will describe the type of services to be
provided and the fees, among other items.
Our Wrap Fees
Generally, fees vary from 0.60% to 1.25% per annum of the market value of a client’s assets managed
by NPP. The fee range stated is a guide. Fees are negotiable, and may be higher or lower than this
range, based on the nature of the account. Factors affecting fee percentages include the size of the
account, complexity of asset structures, and other factors. All clients, but especially those with smaller
accounts, should be advised they may receive similar services from other professionals for higher or
lower overall costs. NPP’s fee schedule is
as follows:
Assets Under Management Annual Rate
$0-$750,000 1.25%
$750,000-$1,500,000 1.00%
$1.500,000-$2,5000,000 0.75%
$2,5000,000-$5,000,000 0.60%
$5,000,000 and above Negotiable
Financial Planning is provided as an additional service to asset management. There is no cost to the
client to develop a financial plan and as such it is included in asset management fees.
Because our wrap fees are not tied to an account’s frequency of trading and apply generally to all assets
in the account, this fee arrangement is not appropriate for all accounts. For example, a wrap fee
arrangement would not be appropriate for an account that holds primarily cash and cash equivalents,
fixed income securities or no-transaction-fee mutual funds for a substantial period of time.
Fees paid by wrap fee program participants will follow the same general guidelines, the only difference
being that wrap fee clients will have some or all of their transaction fees covered by NPP. Fees included
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in the wrap fee include transaction fees for the purchase or sale of securities, but do not include expenses
related to the use of margin, wire transfer fees, the fees charged to shareholders of mutual funds or ETFs,
mark-ups and mark-downs, spreads, odd-lot differentials, fees charged by regulatory agencies, and any
transaction fees for securities trades executed by a broker-dealer other than Schwab Advisor
Services. Because NPP will be managing the assets of wrap fee program clients the same way as other
non-wrap fee program clients, the use of external portfolio managers is expected to be limited. Any fees
due to another portfolio manager will be paid by the client.
Because of the nature of a wrap fee program, the wrap fee program client may pay more or less than if
the client had compensated NPP outside of the wrap fee program. For example, if a client’s account is
rarely traded, the transaction fees the client would have paid would be minimal, thus limiting the benefits
of “wrapping” management fees and transaction fees. Because NPP will be compensated the same
amount whether an account participating in the wrap program is traded or not, we have a financial
incentive to avoid trading the account. This creates a conflict of interest between the firm and its wrap
clients. NPP attempts to mitigate this conflict by requiring that the firm’s employees acknowledge their
fiduciary duty to place client interests ahead of their own and by periodically comparing wrap program
client performance against any clients who are not in the wrap program.
NPP will receive no additional compensation for offering the wrap fee program.
Fee Payment
Investment advisory fees may be debited directly from each client’s account. The advisory fee is paid
quarterly, either in advance or arrears, depending on the client’s arrangement with NPP. The value used
for the fee calculation is the net value as of the last market day of the previous quarter. By using the last
day of the previous billing period, NPP is not taking into consideration any upcoming deposits or
withdrawals, unless the withdrawal is pursuant to a termination of the relationship, in which case a pro-
rata refund will be issued. This means that if your annual fee is 1.00%, then each quarter we will
multiply the value of your account by 1.00% then divide by 4 to calculate our fee. Once the calculation
is made, we will instruct your account custodian to deduct the fee from your account and remit it to
NPP.
Clients whose fees are directly debited will provide written authorization to debit advisory fees from
their accounts held by a qualified custodian chosen by the client. Each quarter, clients will receive a bill
itemizing the fees to be debited, including the formula used to calculate the fee, the amount of assets
upon which the fee is based, and the time period covered by the fee. The invoice will also state that the
fee was not independently calculated by the custodian. The client will also receive a statement from
their account custodian showing all transactions in their account, including the fee.
Pro-rata Fees
For clients who are billed in advance, if you become a client during a quarter, you will pay a management
fee for the number of days left in that quarter. If you terminate our relationship during a quarter, you
will be entitled to a refund of any management fees for the remainder of the quarter. Once your notice
of termination is received, we will assess pro-rated fees for the number of days between the end of the
prior billing period and the date of termination to be paid in whatever way you direct (check, wire).
For clients who are billed in arrears, if you become a client during a quarter, you will pay a management
fee for the number of days left in that quarter. If you terminate our relationship during a quarter, you
will be charged a management fee for the portion of the quarter during which you were a client. Once
your notice of termination is received, we will charge the fee through the date of termination.
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NPP will cease to perform services, including processing trades and distributions, upon termination.
Assets not transferred from terminated accounts within 30 (thirty) days of termination may be “de-
linked”, meaning they will no longer be visible to NPP and will become a retain account with the
custodian.