Unifimoney RIA QOZB, LLC
58 West Portal Ave. #544 San Francisco
CA 94127-1304 www.unifimoney.com
Part 2A of Form ADV: Firm Brochure
February, 2021
This brochure (“Brochure”) provides information about the qualifications and business practices of Unifimoney RIA QOZB, LLC If you have any questions about the contents of this Brochure, please contact us by calling 415-964-5877 or emailing us at info@unifi.money. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority.
Additional information about Unifimoney RIA QOZB, LLC is available on the SEC’s website atwww.adviserinfo.sec.gov. Investment adviser registration does not imply a certain level of skill or training.
Item 2. Material Changes
Approach to fee calculation has been updated
Item 3.
Table of Contents
Cover Page 1Material Changes 3Table of Contents 4Advisory Business 5Fees and Compensation 6Performance-Based Fees and Side-By-Side Management 7Types of Clients 7Methods of Analysis, Investment Strategies and Risk of Loss 7Disciplinary Information 13Other Financial Industry Activities and Affiliations 13Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 13Brokerage Practices 14Review of Accounts 15Client Referrals and Other Compensation 15Custody 15Investment Discretion 15V oting Client Securities 15Financial Information 16Requirements for State-Registered Advisers 16
Item 4. Advisory Business
Unifimoney RIA QOZB, LLC (“Adviser”) is an investment adviser registered with the Securities and Exchange Commission. Adviser is a wholly owned subsidiary of Unifimoney Tech QOZB, LLC (“Unifimoney”), which is principally owned by Ben Soppitt. Adviser was established in 2020.
Unifimoney offers an integrated checking, credit card, and investment services account comprised of mobile applications and websites provided by and on behalf of Unifimoney and services provided by third parties. Adviser serves as investment adviser to Unifimoney clients that elect to have certain of their account assets deposited in an investment account (the “Investment Account”) custodied by DriveWealth,LLC (“DriveWealth”) and invested in a portfolio of exchange-traded funds (the “Program”).
Adviser provides investment advice to its clients through its website www.unifimoney.com (the “Site”).Adviser provides investment advice and delivers advisory services to clients primarily through the PortfolioRecommendation Tool (defined below) and the Site, and does not generally provide investment advice in person, over the phone, in live chat, or in any other manner other than through the advisory services available on the Site.
The Program is designed to prompt investing and savings behaviors, and provide access to portfolios that invest through exchange-traded funds (“ETFs”). Adviser offers access, through the Program, to portfolios based on models designed by Adviser that allocate assets among ETFs that represent different asset classes(the “Portfolios”). None of the ETFs are affiliated with Adviser.
The Program uses an algorithm that functions as a portfolio recommendation tool (“PortfolioRecommendation Tool”) to recommend a Portfolio to the client based on certain information that the client provides through the Site (the “Recommended Portfolio”). The Portfolio Recommendation Tool considers the answers provided by the client through the Site’s risk tolerance questionnaire regarding the client’s time horizon and risk tolerance (the “Risk Tolerance Questionnaire”) to generate a Recommended Portfolio.The Portfolio Recommendation Tool does not consider the entire range of information a client provides through the Site in making this recommendation, but rather considers only information provided by the client’s through the Risk Tolerance Questionnaire. While Adviser’s personnel oversee the operation of, and from time to time may update, the Portfolio Recommendation Tool, Adviser’s personnel do not override the Portfolio Recommendation Tool’s algorithm to recommend a different Recommended Portfolio to any particular client.
A Client may accept the Recommended Portfolio, or may select another Portfolio. A Client may also, at any time, cause the Portfolio Recommendation Tool to generate a new Recommend Portfolio by revising the information the client provided through the Risk Tolerance Questionnaire.
The selection and relative weighting of the ETFs in each of the Portfolios are intended to pursue specific investment objectives, including diversification. Although clients may select a different Portfolio for the client’s Investment Account, subject to certain limitations, a client cannot change the underlying ETFs that comprise each Portfolio, except by requesting a reasonable investment restriction on the management of their Investment Account. Clients may request reasonable investment restrictions for their InvestmentAccount by contacting us at the email address or phone number found on the cover of this Brochure.Adviser is solely responsible for determining whether any requested investment restriction is reasonable.
The Portfolio a client ultimately selects, taking into account any reasonable investment restrictions, is the client’s selected Portfolio (the “Selected Portfolio”), and all investment transactions are executed with the goal of aligning the holdings of the client’s Investment Account with the Selected Portfolio’s target allocations, including by rebalancing.
Clients are solely responsible for the decision to invest in their Selected Portfolio. Clients should carefully review and consider the information available through the Site about the Recommended Portfolio as well as any other Portfolios made available to the client and their constituent ETFs before choosing a SelectedPortfolio for their Investment Account. Clients who choose a Selected Portfolio other than theRecommended Portfolio should understand that such a Selected Portfolio may not be suitable based on their risk tolerance and investment time horizon information provided by the client through the Risk ToleranceQuestionnaire, and that the Selected Portfolio may perform worse for the client over any time period than the Recommended Portfolio or any other investment.
Under the terms of the client’s agreement with Adviser (“Investment Advisory Agreement”), the client authorizes Adviser to invest client’s Investment Account in accordance with the Selected Portfolio and to periodically rebalance the Investment Account, and that any dividends will be received in cash and invested in accordance with the client’s Selected Portfolio. The Investment Accounts are monitored through technologies and systems provided by DriveWealth to determine if the holdings have drifted beyond a pre-determined percentage from the target allocation of the Selected Portfolio. Adviser will review such deviations and will periodically rebalance the Investment Accounts to bring the holdings back into line with the Selected Portfolio. Adviser may, at any time and in its sole discretion, modify the manner or frequency with which rebalancing occurs. Clients should understand that there is no guarantee that the holdings in their Investment Account will match the allocations of their Selected Portfolio at all times, and that various factors (including the timing and frequency of deposits and withdrawals, market volatility and disruptions, the timing and frequency of a client’s choice of or changes to their Selected Portfolio, reasonable restrictions, access interruptions, and hardware or software failures) can impact the extent to which holdings in a client’s Investment Account will replicate the Selected Portfolio at any particular point in time.Portfolio composition, and the weighting to each applicable ETF, is based on Adviser’s long-term view.The Program does not provide tactical advice and clients should not expect to see tactical changes to theirSelected Portfolios in response to market movements or market volatility events.
Adviser is newly formed and just began operations. Accordingly, as of the date of this Brochure, Adviser does not manage any client assets.
Item 5. Fees and Compensation
Program clients pay Adviser an annual fee of 0.15% (the “Advisory Fee”) on the value of their InvestmentAccount.
Unifimoney RIA specifies the Advisory Fee and posts the Advisory Fee on the Site and the App. Fees due shall be calculated by multiplying the Advisory Fee by the net market value of the Account as of the close of trading on the New York Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets on the immediately preceding trading day for any day when the NYSE is closed, and then by dividing by 365 (except in any leap year, during which year the amount shall be divided by 366).Except as provided below, the fees due for each calendar month (consisting of the aggregate of the daily fee for each day in that calendar month) shall be due and payable in arrears. The fee is deducted directly from a client’s Investment Account no later than the tenth business day of the immediately following calendar month. Unifimoney RIA will promptly notify Client of any increase or decrease in the AdvisoryFee. The Advisory Fee is subject to any applicable discounts or waivers, but is generally not negotiable.
The Advisory Fee is separate and distinct from, and does not include, the fees and expenses charged byDriveWealth, such as transaction-based commissions and/or service fees. Clients should review their agreement with DriveWealth for additional information regarding these fees. The Advisory Fee also does not include fees and expenses paid by the ETFs in which Investment Accounts are invested, including fees charged by each ETF’s investment manager. These fees and expenses are described in each applicableETF’s prospectus.
Item 6. Performance-Based Fees and Side-By-Side Management
Adviser does not charge performance-based fees (i.e., fees based on a share of capital gains or capital appreciation with respect to a client’s Investment Account).
Item 7. Types of Clients
The Program is available to individuals who are citizens or other lawful residents of the United States and who are located in the United States. There is currently no required minimum Investment Account size to participate in the Program, although Adviser may impose a required minimum account size in the future.
Clients evaluating Adviser’s internet-based investment advisory services should be aware that their relationship with Adviser is likely to be different from the “traditional” investment adviser relationship in several respects. For example:
Item 8.
Adviser is an internet-based financial adviser, which means each client will conduct a relationship with Adviser on an electronic basis through the Site. Under the terms of the Investment AdvisoryAgreement, each client agrees to receive all account information and account documents (including this Brochure), and any updates or changes to the same, through the Site and electronic communications.
To provide its investment advisory services, Adviser requires each client to provide Adviser with certain information through the Site and to complete the Risk Tolerance Questionnaire.
When creating its recommendations, Adviser’s algorithmic Portfolio Recommendation Tool uses solely the information inputted by the client through Portfolio Recommendation Tool to generate the Recommended Portfolio for the client. The Portfolio Recommendation Tool does not consider information regarding any other accounts or investments that client may hold, or any other information about the client, in recommending a Recommended Portfolio.
Although Adviser contacts its clients periodically (typically through e-mail or the Site), clients must promptly update their responses to the Risk Tolerance Questionnaire through the Site if any of this information changes. A client’s failure to timely update this information could materially impact the suitability of the Recommended Portfolio generated by the Portfolio RecommendationTool.
While the Portfolio Recommendation Tool is overseen, monitored, and updated by Adviser’s investment advisory personnel, clients will generally not interact directly with such investment advisory personnel.
Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
As discussed in Items 4 and 7, Adviser, through the Program, uses an algorithmic Portfolio
Recommendation Tool to recommend a Portfolio (the Recommended Portfolio) to the client based on the client’s responses submitted through the Risk Tolerance Questionnaire. Clients are strongly encouraged to conduct their own analysis and to consider their own individual circumstances, financial situation, risk tolerance, and needs prior to accepting the Recommended Portfolio. The Portfolio Recommendation Tool’s recommendation of a Recommended Portfolio cannot be interpreted as a guarantee of future performance of the Recommended Portfolio. Investing in securities involves risk of loss that clients should be prepared to bear.
Each Portfolio is comprised of ETFs—i.e., our Portfolios do not currently invest in individual stocks, bonds, or mutual funds. The selection and relative weighting of the ETFs in each of the Portfolios are intended to pursue specific investment objectives, including diversification. The ETFs that comprise the model portfolios invest primarily in, or are designed to obtain exposure to, some or all of the following types of investments:
Risk Factors
This Brochure does not include every potential risk associated with the Program, or all of the risks applicable to a particular Investment Account, Portfolio, or investing in ETFs. Rather, it is a general description of certain risks inherent in the Program. Clients should refer to the underlying prospectuses for the ETFs offered through the Program for additional information regarding the risks of each ETF.
Clients must understand that all investment strategies and the investments made when implementing those investment strategies involve risk of loss, and clients should be prepared to bear the loss of assets invested.The investment performance and the success of any investment strategy or particular investment cannot be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions made and the actions taken for Investment Accounts are subject to various market, liquidity, currency, economic, and political risks, and will not necessarily be profitable.The risks to which an Investment Account are subject, and the degree to which any particular risk impacts an Investment Account, may change over time depending on various factors, including the investment strategies, investment techniques, and asset classes used by the Investment Account, the timing of theInvestment Account’s investments, prevailing market and economic conditions, reputational considerations, and the occurrence of adverse social, political, regulatory, or other developments. Past performance of Investment Accounts, or of any particular security held in an Investment Account, is not indicative of future performance.
Below are some more specific risks of participating in the Program:
Investments in ETFs are also subject to all of the risks of the underlying investments and assetclasses in which those ETFs invest, which may include, as applicable:
Equity Risk. Equity securities may be more volatile than other investment choices. The value of a company’s stock generally increases or decreases in value based on factors directly relating to that company, such as demand for the company’s products or decisions by management. The value of a company’s stock is also affected by other factors not directly affecting the company, such as general industry and market conditions. The value of a company’s stock can be more volatile than the market as a whole. Small- and mid-cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies.Investing in individual companies involves inherent risk.
Fixed Income Risk. The issuer of a fixed income security may be unable or unwilling to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer of the security will default on its obligation.If this occurs, or is perceived as likely to occur, the value of the fixed income security may fall significantly. In addition, if a rating agency gives a fixed income security a lower rating, the value of the security may decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities is likely to decrease. This risk is especially high given the current historically low interest rate environment in the United States.
REIT Risk. REITs are subject to risks generally associated with investing in real estate, such as (i) possible declines in the value of real estate, (ii) adverse general and local economic conditions, (iii) possible lack of availability of mortgage funds, (iv) changes in interest rates, and (v) environmental problems. In addition, REITs are subject to certain other risks related specifically to their structure and focus such as: dependency upon management skills; limited diversification; the risks of locating and managing financing for projects; heavy cash flow dependency; possible default by borrowers; the costs and potential losses of self-liquidation of one or more holdings; the possibility of failing to maintain exemptions from securities registration; and, in many cases, relatively small market capitalization, which may result in less market liquidity and greater price volatility.
Foreign Securities Risk. Foreign securities are subject to additional risks not typically associated with investments in U.S. securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. These risks may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments.Emerging markets have traditionally been more volatile than the markets of developed countries with more mature economies.
Municipal Securities Risk. Municipal securities carry certain different risks than those of corporate government- and bank-sponsored debt securities. These risks include the municipality’s ability to raise additional tax revenue or other revenue (in the event the bonds are revenue bonds) to pay interest on its debt and to retire its debt at maturity.Municipal bonds are generally tax-free at the federal level, but may be taxable in individual states other than the state in which both the investor and municipal issuer are domiciled.
U.S. Government Securities Risk. Securities of U.S. government sponsored entities, such as Freddie Mac or Fannie Mae, are neither issued nor guaranteed by the U.S. government.It is possible that the U.S. government would not provide financial support to its agencies or instrumentalities if it is not required to do so by law. If a U.S. government agency or instrumentality in which an underlying fund invests defaults and the U.S. government does not stand behind the obligation, the value and yield of the security would be expected to fall.
Diversification Risk. While certain of the Portfolios may be designed to diversify assets across various asset classes, or within asset classes, diversification does not guarantee better performance and cannot eliminate the risk of investment losses. The returns of a diversified portfolio during any given time period may be lower than the returns on one or more investments concentrated in any particular industry, sector, or geographic region that was profitable during that time period.
Asset Allocation and Rebalancing Risk. An Investment Account’s assets may be out of balance with the Selected Portfolio allocation for a myriad of reasons, including the timing and frequency of deposits and withdrawals, market volatility and disruptions, the timing and frequency of a client’s choice of or changes to their Selected Portfolio, reasonable restrictions, access interruptions, and hardware or software failures. Any rebalancing of such assets may be infrequent and, even if achieved, may have an adverse effect on the performance of the Investment Account’s assets. The rebalancing process is currently effected through Adviser’s portfolio management systems, which is overseen by Adviser’s investment advisory personnel who have the ability to override the system’s determination whether to rebalance under certain circumstances, and is thus subject to both technological and human error. Adviser’s rebalancing of an Investment Account may result in transaction costs and adverse tax consequences, which will reduce the client’s returns.
Frequent Trading and Portfolio Turnover Risks. Frequent trading in an Investment Account ,including as the result of deposits, withdrawals, and rebalancing the account, could result in higher transaction costs (including brokerage expenses) and adverse tax consequences, among other things.
Technology Risk. Technology and software malfunctions, programming inaccuracies, inadvertent system and human errors, and similar circumstances could impair the performance of the systems and technology used by Adviser, including systems and technology used to generate aRecommended Portfolio and used to manage Investment Accounts, which may negatively affect the investment services provided by Adviser and cause losses in Investment Portfolios.
Cybersecurity and Technology Risk. Adviser depends on its computer and technological systems to provide investment recommendations (i.e., the Recommended Portfolio), reporting, and other services to clients. These systems are vulnerable to information security, operational, and related risks resulting from third-party cyberattacks and/or other technological malfunctions. Cyber-attacks may involve hackers and other unauthorized individuals gaining access to or misappropriating client information, stealing or corrupting data, releasing confidential information(including confidential client information) without authorization, preventing legitimate users from accessing their information or services through the Site, or causing other operational disruptions.Successful cyber-attacks against or technological breakdowns of Adviser’s systems, or those of other service that Adviser relies on in managing client accounts (such as DriveWealth), may adversely affect clients and their Investment Accounts. For example, cyber-attacks may interfere with or prevent Adviser from executing transactions for client Investment Accounts, may cause the unauthorized release of client confidential information, and may prevent clients from accessing information about their accounts through the Site. While Adviser has security systems and business continuity plans intended to prevent or reduce the impact of such cyber-attacks and technological malfunctions, these systems and plans are subject to inherent limitations and may not be successful in preventing or reducing the impact of cyber-attacks or technological malfunctions. In addition,Technology and software malfunctions, programming inaccuracies, inadvertent system and human errors, and similar circumstances could impair the performance of the systems and technology used by Adviser, including systems and technology used to generate a Recommended Portfolio and used to manage Investment Accounts, which may negatively affect the investment services provided by Adviser and cause losses in client Investment Accounts.
Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the ETFs in which Investment Accounts invest.
An outbreak of respiratory disease caused by a novel coronavirus designated as COVID-19 was first detected in China in December 2019 and subsequently spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in, among other things, border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, lower consumer demand for goods and services, event cancellations and restrictions, service cancellations, significant challenges in healthcare service preparation and delivery, and prolonged quarantines, as well as general concern and uncertainty. The impact of the COVID-19 outbreak could negatively affect the global economy, the economies of individual countries, and the financial performance of individual issuers, sectors, industries, asset classes, and markets in significant and unforeseen ways and may continue to do so in the future. Health crises caused by the outbreak of COVID-19 may also exacerbate other pre-existing political, social, economic, market and financial risks. The COVID-19 pandemic and its effects may be short term or may last for an extended period of time, and in either case could result in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could impair Adviser’s ability to maintain operational standards, disrupt the operations of an Investment Account’s other service providers, adversely affect the value and liquidity of an Investment Account’s investments in underlying ETFs, and negatively impact the overall performance of Investment Accounts. Other epidemics and pandemics that may arise in the future could have similar adverse effects.
Disciplinary Information
No material items to report.
Item 10. Other Financial Industry Activities and Affiliations
Not applicable.
Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Adviser has adopted a Code of Ethics (the “Code”) that applies to Adviser’s officers and employees, as well as to every natural person who is subject to an Adviser’s supervision and control who (i) has access to nonpublic information regarding an Investment Account’s purchase or sale of securities, (ii) who is involved in making securities recommendations to a client, or (iii) who has access to recommendations to a client that are nonpublic (collectively, “Covered Persons”). The Code, which is designed to comply withRule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Under the Code, Covered Persons are required to comply with applicable federal securities laws, and to provide certain periodic reports to Advisers’ Chief Compliance Officer. Covered Persons are also required to promptly report any violation of the Code of which they become aware to Adviser’s ChiefCompliance Officer.
Adviser’s Covered Persons may from time to time buy or sell securities for their personal accounts that are also held by or bought or sold on behalf of client Investment Accounts. Potential conflicts of interest may arise in these situations to the extent that Adviser’s Covered Persons are able to use their knowledge about pending or currently considered securities transactions for client Investment Accounts to profit personally.To address potential conflicts, and as required by Rule 204A-1 of the Advisers Act, Adviser’s CoveredPersons must provide Adviser’s Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming a Covered Person. The Code also requires CoveredPersons to report their securities transactions on a quarterly basis thereafter and disclose their securities holdings on an annual basis. Adviser has also adopted insider trading policies and procedures designed to prevent the improper use of material, non-public information by Adviser and its supervised persons.Adviser and its supervised persons are prohibited from trading for their personal account, or recommending trading in, any securities while in possession of material, non-public information about such securities or their issuer, and from disclosing such information to any person not entitled to receive it. Adviser and its personnel may at times give advice and take action in the performance of their duties for some clients or their own accounts that may differ from the advice given, or the timing or nature of actions taken, for other clients or for their proprietary or personal accounts.
A copy of Adviser’s Code of Ethics is available to any client or prospective client upon request by calling415-964-5877 or e-mailing info@unifi.money.
Item 12. Brokerage Practices
In order to participate in the Program, clients must enter into an agreement directly with DriveWealth to serve as the custodian for client’s Investment Account and to provide brokerage services. Under the terms of each client’s Investment Advisory Agreement, the client authorizes and directs Adviser to execute all orders to buy and sell ETFs for the client’s Investment Account through DriveWealth.
Not all investment advisers require clients to direct the adviser to use a particular broker-dealer for custodial and brokerage services. By directing Adviser to use DriveWealth, Adviser is limited in its ability to negotiate best price and best execution for client transactions, and clients therefore may pay higher costs and receive less favorable execution than if Adviser were authorized to negotiate with other broker-dealers.
Adviser has negotiated with DriveWealth to provide custodial and brokerage services to Program clients for a fixed set of fees. Certain of these fees are payable by Program clients. Please review your agreement with DriveWealth for additional information regarding these fees. Clients will also be responsible for any applicable SEC fees, Trading Activity Fees, and taxes, with respect to transactions in their InvestmentAccounts.
While we believe that DriveWealth provides high quality services at a competitive price, we cannot promise or guarantee that its platform is the least expensive in the industry. There may be other custodial and brokerage platforms and service providers with lower costs or that provide a similar level and quality of services for a similar cost. When considering the costs of participating in the Program, you should consider the Advisory Fee, the fees and expenses of the ETFs in which your Investment Account may be invested, and the brokerage and custodial fees charged by DriveWealth.
Adviser recommends and requires Program clients to use DriveWealth as custodian and broker-dealer based on, among other things, DriveWealth’s:
DriveWealth provides Adviser with software and technology that:
Adviser aggregates orders for purchases or sales of ETFs for multiple Investment Accounts when it believes this is in the best interests of clients.
Item 13. Review of Accounts
Adviser’s investment personnel periodically review Investment Accounts to determine whether theInvestment Account holdings significantly deviate from the Selected Portfolios. Clients are provided with periodic reports through the Site that include information relating to their Investment Account’s holdings and balances.
Clients must understand that Adviser relies on the information they provide through the Site to provide advisory services under the Program. Clients should notify Adviser immediately in the event of material changes to their financial circumstances or any other information that might affect the recommendation of a Recommended Portfolio. Adviser will, at least annually, contact clients via e-mail or other electronic means to determine whether there have been any changes to the information submitted through the Risk Tolerance Questionnaire and whether the client would like to impose or change any reasonable restrictions.Adviser will also, at least quarterly, notify clients that they should contact Adviser if there have been any changes to their account profile information or if they would like to impose or change any reasonable restrictions on their account. In addition, clients may update their Risk Tolerance Questionnaire at any time through the Site.
Item 14. Client Referrals and Other Compensation
Adviser may, from time to time, make cash payments for client referrals to third parties consistent with applicable laws, including Rule 206(4)-3 under the Advisers Act, although Adviser has no such arrangements as of the date of this Brochure. Any such compensation arrangements may include a flat fee calculated paid on a periodic basis or a fee based on a percentage of the Advisory Fees paid to Adviser by the referred clients. In any case, these fees would be disclosed to referred clients.
In addition, from time to time, Adviser may compensate its personnel and personnel of its affiliates for client referrals pursuant to applicable laws.
Item 15. Custody
Program clients will receive account statements, at least quarterly, from their Investment Account custodian, DriveWealth. Clients are encouraged to carefully review the account statements provided byDriveWealth and to compare these to any statements provided by Adviser or its affiliates.
Item 16. Investment Discretion
Program clients grant Adviser the discretionary authority to determine the securities to be bought and sold for their Investment Accounts. This discretionary authority is set forth in the client’s Investment AdvisoryAgreement.
As discussed in Item 4, Program clients may request reasonable investment restrictions for their InvestmentAccount, and change these restrictions. Adviser is solely responsible for determining whether any requested investment restriction is reasonable.
Item 17. Voting Client Securities
Adviser has no authority to and will not vote proxies, consent to corporate actions, or exercise similar rights with respect to securities held in client Investment Accounts. Adviser similarly has no authority to and will not take any action or provide any advice with respect to legal actions, including but not limited to class action lawsuits, involving securities held in client Investment Accounts. Rather, clients retain this authority with respect to securities held in their Investment Accounts.
Item 18. Financial Information
Adviser is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients.
Item 19. Requirements for State-Registered Advisers
Item 19 is not applicable to Adviser.
