MLP3, LLC, which operates under the name Masters Legacy Planning (the “Registrant”) is a limited liability company formed in the State of New Jersey. The Registrant became registered as an Investment Adviser Firm on July 25, 2018. Effective January 1st, 2023, the voting shares of the Registrant are owned by the TSCAPS Irrevocable Trust Dated June 16, 2017. Todd Chamberlain is the Registrant’s Manager.
“We”, “us” and “our” refer to MLP3
• “Advisor” refers to persons who provide investment recommendations or advice on behalf of MLP3
• “You”, “yours” and “client” refer to clients of MLP3 and its advisors B. As discussed below, the Registrant offers to its clients (individuals, business entities, trusts, estates and charitable organizations, etc.) investment advisory services, and, to the extent specifically requested by a client, financial planning and related consulting services.
INVESTMENT MANAGEMENT SERVICES The Registrant provides discretionary investment advisory services on a fee basis. The Registrant’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under the Registrant’s management, generally negotiable to an annual maximum fee of 1.25%. Before engaging the Registrant to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client.
Registrant provides investment advisory services specific to the needs of each client. Before providing investment advisory services, an investment adviser representative will ascertain each client’s investment objectives and develop an asset allocation based on a defined investment policy statement that focuses on client’s investment objectives, time horizon, and risk tolerance. Once client investment assets are allocated, the Registrant provides ongoing monitoring and review of account performance and asset allocation as compared to client- designated investment objectives and may execute or recommend execution of account transactions as a result of those reviews.
Registrant's annual investment advisory fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate agreement with the client.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE) To the extent specifically requested by a client, the Registrant may determine to provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone separate fee basis. Registrant’s planning and consulting fees are negotiable, but generally range from $2,500 to $10,000 on a fixed fee basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). In connection with its financial planning offering, Registrant is also able to utilize the program infrastructure provided by Commonwealth Financial Network (“Commonwealth”), a SEC-registered investment adviser and broker-dealer. Prior to engaging the Registrant to provide planning or consulting services, clients are required to enter into a Financial Planning and Consulting Agreement (or a Wealth Management Consulting Agreement if using Commonwealth’s offering) with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services.
If requested by the client, Registrant may recommend the services of other professionals for implementation purposes, including one of the Registrant’s representatives as a licensed insurance agent. (See disclosure at Item 10.C below). The client is under no obligation to engage the services of any such recommended professionals. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. If, and when, the Registrant is involved in a specific matter (i.e. estate planning, insurance, accounting-related engagement, etc.), it is the engaged licensed professionals (i.e. attorney, accountant, etc.), and not the Registrant, that is responsible for the quality and competency of the services provided.
Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and/or services.
The Registrant provides a variety of financial planning and consulting services to individuals, families and other clients regarding the management of their financial resources based upon an analysis of the client’s current situation, goals, and objectives. Generally, such financial planning services will involve preparing a financial plan or rendering a financial consultation for clients based on the client’s financial goals and objectives. This planning or consulting engagement will generally encompass one or more of the following areas: Investment Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Real Estate Analysis, Mortgage/ Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, Business and Personal Financial Planning.
The Registrant’s written financial plans or financial consultations rendered to clients usually include general recommendations for a course of activity or specific actions to be taken by the clients. For example, recommendations may be made that the clients begin or revise investment programs, create or revise wills or trusts, obtain or revise insurance coverage, commence or alter retirement savings, or establish education or charitable giving programs. It should also be noted that the Registrant may refer clients to an accountant, attorney or other specialist, as necessary for non-advisory related services. For written financial planning engagements, the Registrant provides its clients with a written summary of their financial situation, observations, and recommendations. Plans or consultations are typically completed within six (6) months of the client signing a contract with us, assuming that all the information and documents requested from the client are provided to us promptly. Implementation of the recommendations will be at the discretion of the client.
PORTFOLIO MANAGEMENT SERVICES To facilitate our portfolio management services, Registrant has entered into an agreement with Commonwealth to offer clients of the Registrant access to Commonwealth’s PPS Custom Account Program and the PPS Direct Account Program.
PPS Custom: The PPS Custom Program enables MLP3 to assist the client in developing a personalized investment portfolio using one or more investment types, including, but not limited to, stocks, bonds, mutual funds, exchange-traded funds (“ETFs”), UITs, variable and fixed-indexed annuities, and alternative investments.
PPS Direct: The PPS Direct Program offers advisors’ clients access to a variety of model portfolios involving a range of risk levels from which they may choose. Generally, apart from the PPS Direct Third-Party Fund Strategist Program and the PPS Direct Mutual Fund/ETF Program, the PPS Direct portfolios are not managed by Commonwealth or the client’s financial advisor. Rather, PPS Direct model portfolios are managed by one or more third-party portfolio managers on a discretionary basis. PPS Direct portfolios may consist of mutual funds or ETFs, or they may be made up of individual equities, fixed income securities, or other types of investments. There are four types of PPS Direct Program accounts, which are broadly described as follows:
• PPS Direct Mutual Fund/ETF: As the name suggests, these accounts will be allocated among mutual funds or ETFs.

• PPS Direct Separately Managed Account (“SMA”): This separately managed account strategy invests in individual securities (e.g., stocks and bonds).

• PPS Direct Third-Party Fund Strategist (“Strategist”): Third-party investment advisers provide asset allocation model strategies comprising mutual funds and ETFs.

• PPS Direct Unified Managed Account (“UMA”): This is best described as multiple SMAs in a single account.
In the case of the PPS Custom Account Program, the Registrant will assist clients in the development of personalized asset allocation programs. In the case of the PPS Direct Account Program, Registrant offers the services of approved money management firms referred to as “Sub-Advisors” to assist in managing Client portfolios. Clients of Registrant who participate in one or more of Commonwealth’s PPS Programs will receive Commonwealth’s Form ADV Part 2 in addition to the Form ADV Part 2 for Registrant. Clients should refer to Commonwealth’s Form ADV Part 2 for detailed information about Commonwealth and Commonwealth’s PPS Programs. More information about Registrant’s relationship with Commonwealth is provided in Item 12 of this Brochure.
RETIREMENT PLAN CONSULTING Utilizing program infrastructure provided by Commonwealth, Registrant offers non- discretionary advisory services to 401k and other qualified retirement plans (“Plans”) for businesses, which may include, depending on the needs of the Plan client, recommending investment options for Plans to offer to participants, ongoing monitoring of a Plan’s investment options, assisting plan fiduciaries in creating and/or updating the Plan’s written investment policy statements, working with Plan service providers, and providing general investment education and advice to Plan participants.
Variable Annuity Sub-Account Management The Registrant offers management of no-load fee-based RIA Variable Annuities (owned by the client) which allows Registrant to manage client assets in the investment sub-accounts on a discretionary basis. Registrant, through its representatives, manages variable annuity sub- accounts in accordance with strategies similar to its other models. Registrant’s representatives may provide guidance to the client with respect to the selection of an appropriate variable annuity. The insurance company that issues the variable annuity, or its outside custodian, will maintain custody of the client’s funds and securities at all times. The type of discretionary authority authorized by the client will be reflected in the Registrant’s Client Agreement. The representative’s authority is limited to exchanges among the variable annuity investment sub- accounts. At no time will the representative have authority to withdraw funds and/or securities from the client’s variable annuity account. The Client Agreement will specifically state which variable annuity policies are being managed. Registrant’s representative will not receive commission compensation with respect to Client’s purchase of the variable annuity product. Registrant, however, will charge a separate management fee with respect to the variable annuity assets.
Non-Discretionary Investment Advisory Services When serving in a non-discretionary investment advisory capacity for a Plan, the Registrants status is defined by Section 3(21) of the Employee Retirement Income Security Act of 1974. In this capacity, Registrant assumes no fiduciary responsibility for the completion of an investment policy statement, or any aspect of the definition, selection, maintenance or replacement of any Plan investment options. In this non-discretionary role, Registrant provides information to the Plan Sponsor/Trustees regarding investment option style parameters and performance reporting. The Plan Sponsor/Trustees exercise full authority over the selection of Plan investment options and may, or may not, utilize the information provided by Registrant as part of their decision-making process.
Other Services for Employee Benefit Plans As part of providing the non-discretionary investment services to Plans, Registrant may provide certain information and services to the Plan and the Plan Sponsor/Trustees. These other services are designed to assist the Plan Sponsor/Trustees in meeting their management and fiduciary obligations to the Plan. The other services may consist of the following:
• Assist with Platform Provider Search and Plan Set-Up;
• Plan Review;
• Quarterly investment monitoring;
• Fiduciary compliance;
• Participant communication and education;
• Plan Fee and Cost Review; Acting as Third Party Service Provider Liaison; Wrap Fee Programs Commonwealth’s PPS Direct program is considered a “wrap fee” program in which the client pays specified fees for portfolio management services and trade execution. Wrap fee programs differ from other programs in that the asset-based fee structure for wrap programs is intended to be largely all inclusive, whereas non-wrap fee programs typically assess trade-by-trade execution costs that are in addition to the asset-based fees.
The PPS Direct program available through Commonwealth is managed in accordance with the investment methodology and philosophy used by the respective third-party portfolio manager, investment adviser, or strategist.
Please Note: In these type of engagements, the unaffiliated investment advisers that engage Registrant's services shall maintain both the initial and ongoing day-to-day relationship with the underlying investor, including initial and ongoing determination of the of the investor’s suitability for Registrant's designated investment strategies. In addition, since the custodian/broker-dealer is determined by the unaffiliated program/ platform sponsor, Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, the investor may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Registrant. Higher transaction costs adversely impact account performance.
For the investment advisory services provided to you by our Commonwealth and your advisor, Commonwealth and your advisor receive a portion of the wrap fees you pay when you participate in any wrap fee program through Commonwealth.
For more information relating to Commonwealth’s wrap fee program, please see Appendix 1 of Commonwealth’s brochure.
Investment recommendations and advice offered by MLP3, and its advisors do not constitute legal, tax, or accounting advice. Clients should coordinate and discuss the impact of the financial advice they receive from their advisor with their attorney and accountant. Clients should also inform their advisor promptly of any changes in their financial situation, investment goals, needs, or objectives. Failure to notify the advisor of any material changes could result in investment advice not meeting the changing needs of the client.
Program Choices and Conflicts of Interest The Registrant offers multiple advisory programs as outlined above. The specific advisory program(s) selected by the client may cost the client more or less than purchasing program services separately. Factors that bear upon the cost of a particular advisory program in relation to the cost of the same services purchased separately include, but may not be limited to, the type and size of the account; the historical or expected size or number of trades for the account; the types of securities and strategies involved; the amount of fees, commissions, and other charges that apply at the account or transaction level; and the number and range of supplementary advisory and client-related services provided to the account. Lower fees for comparable services may be available from other sources.
Clients should be aware that the compensation to the Registrant and your advisor will differ according to the specific advisory program chosen. This compensation to the Registrant and your advisor may be more than the amounts we would otherwise receive if you participated in another program or paid for investment advice, brokerage, and/or other relevant services separately. As a result of the differences in fee schedules and other sources of compensation that exist among the various advisory programs and services offered by the Registrant and your advisor, Registrant and your advisor have a financial incentive to recommend a particular program or service over other programs or services.
As discussed in more detail in Item 10 (Financial Industry Activities and Affiliations), Registrant has chosen to partner with Commonwealth Financial Network to provide certain services, including but not limited to fee billing and account performance reporting, to Registrant and our clients. For the services it provides, Commonwealth charges financial advisors an administrative fee at the same time clients are charged asset-based fees. The administrative fee is charged to and paid by the financial advisor rather than the advisor’s clients and is calculated as a percentage of the total account assets, including cash and money market positions, held by the advisor’s clients. The administrative fee covers Commonwealth’s maintenance costs associated with performance reporting, account reconciliation, auditing, and quarterly statements. In the same manner as many advisors offer asset management fee discounts to their larger clients, Commonwealth offers its advisors administrative fee discounts based on their total assets under management. As advisors grow their fee-based business on which Commonwealth provides administrative services, Commonwealth’s economies of scale are shared with its advisors by reducing the percentage amount of administrative fees that would otherwise be charged to the advisors These discounts in administrative fees for reaching various AUM levels present a conflict of interest because they provide a financial incentive for your advisor to recommend either their own asset management programs or Commonwealth’s PPS programs over other available managed or wrap account programs that do not offer such discounts or higher payouts to your advisor. On the other hand, because Commonwealth does not assess administrative fees to advisors when they use certain other third party managed account programs depending upon the costs and fees of a particular third party program, advisors may have a financial incentive to use one or more third party programs, which also creates a conflict of interest.
In addition, Commonwealth offers our firm and our advisors one or more forms of financial benefits based on our total assets under management held at Commonwealth or in Commonwealth’s PPS Program accounts, as well as financial assistance for transitioning from another firm to Commonwealth. The types of financial benefits that your advisor may receive from Commonwealth include, but are not limited to, forgivable or unforgivable loans, enhanced payouts, and discounts or waivers on transaction, platform, and account fees; technology fees; research package fees; financial planning software fees; administrative fees; brokerage account fees; account transfer fees; licensing and insurance costs; and the cost of attending conferences and events. The enhanced payouts, discounts, and other forms of financial benefits that your advisor may have the opportunity to receive from Commonwealth provide a financial incentive for our firm and your advisor to select Commonwealth as broker/dealer for your accounts over other broker/dealers from which they may not receive similar financial benefits. Please see items 12 and 14 of this Brochure for more detailed information about these types of conflicts and our relationship with Commonwealth.
BOOKKEEPING AND ACCOUNTING SERVICE In connection with Registrant’s goal of providing substantial value to clients in specific areas, Registrant provides certain bill payment services and other administrative support. The client is under no obligation to engage Registrant in this service.
TAX COORDINATION SERVICE The Registrant coordinates certain tax preparation activity with an unaffiliated outside accounting firm. Income tax coordination services are typically offered to Registrant’s advisory clients but may be extended to other non-advisory customers as well. Fees for income tax coordination services will generally range from $500 to $5,000, depending on the complexity of the client's situation. Registrant’s clients may be offered a discount on their tax coordination service fees. Tax coordination service fees are separate and are NOT included as part of any investment advisory agreement. Registrant may decline to coordinate any income tax return due to the complexity and scope involved. Fees are normally assessed based on the forms associated with the client’s return. As such, the more forms in a return, the higher the associated fee. There is no requirement that any advisory clients have their income tax returns coordinated by the Registrant. Fees for services rendered are due after the consultations are completed.
MISCELLANEOUS Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. As indicated above, to the extent requested by a client, Registrant may provide financial planning and related consulting services regarding non-investment related matters, such as estate planning,

tax planning, insurance, etc. Registrant may provide financial planning services inclusive of its advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, special projects, stand-alone planning engagements, etc. for which Firm may charge a separate or additional fee). Please Note. Registrant believes that it is important for the client to address financial planning issues on an ongoing basis. Registrant’s advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with Registrant. Registrant does not serve as an attorney or accountant, and no portion of its services should be construed as legal or accounting services. Neither the Registrant nor its investment adviser representatives assist clients with the implementation of any financial plan, unless they have agreed to do so in writing. Accordingly, Registrant does not prepare estate planning documents or any other legal documents. To the extent requested by a client, Registrant may recommend the services of other professionals for certain non-investment implementation purpose (i.e. attorneys, accountants, insurance agents, etc.), including representatives of Registrant as licensed insurance agents. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from Registrant and/or its representatives. Please Note: 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 professional. Please Also Note-Conflict of Interest: The recommendation by Registrant’s representative that a client purchase an insurance commission product through Registrant’s representative in his separate and individual capacity as an insurance agent presents a conflict of interest, as the receipt of commissions or fees to be received by an affiliate provides an incentive to recommend products and/or services based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase insurance commission products through such a representative. Clients are reminded that they may purchase insurance products recommended by Registrant through other non-affiliated providers. Registrant’s Chief Compliance Officer, Rachel Housel, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest.
IRA Rollover Considerations As part of our financial planning and advisory services, we may provide you with recommendations and advice concerning your employer retirement plan or other qualified retirement account. When appropriate, we may recommend that you withdraw the assets from your employer’s retirement plan or other qualified retirement account and roll the assets over to an individual retirement account (“IRA”) to be managed by our firm. If you elect to roll the assets to an IRA under our management, we will charge you an asset-based fee as described in Item 5. This practice presents a conflict of interest because our Advisory Representative has an incentive to recommend a rollover to you for the purpose of generating fee-based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover, you are under no obligation to have your IRA assets managed under our program. You have the right to decide whether to complete the rollover and the right to consult with other financial professionals.
Some employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of each.
The Registrant’s Chief Compliance Officer, Rachel Housel, remains available to address any questions that a client or prospective client may have regarding the conflict of interest presented by such rollover recommendation.
An employee will typically have four options: 1. Leave the funds in your employer’s (former employer’s) plan.
2. Roll over the funds to a new employer’s retirement plan.
3. Cash out and take a taxable distribution from the plan.
4. Roll the funds into an IRA rollover account.
Each of these options has advantages and disadvantages. Before making a change, we encourage you to speak with your financial advisor, CPA and/or tax attorney.
Before rolling over your retirement funds to an IRA for us to manage, carefully consider the following. NOTE: This list is not exhaustive.
1. Determine whether the investment options in your employer’s retirement plan address your needs or whether other types of investments are needed.
a.Employer retirement plans generally have a more limited investment menu than IRAs.
b. Employer retirement plans may have unique investment options not available to the public, such as employer securities or previously closed funds.
2. Your current plan may have lower fees than our fee and/or the Third-Party Manager’s fee combined.
a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer’s retirement plan and how the costs of those share classes compare with those available in an IRA.
3. You should understand the various products and services available through an IRA provider and their costs.
4. It is likely you will not be charged a management fee and will not receive ongoing asset management services unless you elect to have such services. If your plan offers management services, the fee associated with the service may be more or less than our fee.
5. Our management strategy may have higher risk than the options provided to you in your plan.
6. Your current plan may offer financial advice, guidance, management and/or portfolio options at no additional cost.
7. If you keep your assets titled in a 401(k) or retirement account, you could potentially delay your required minimum distribution beyond age 73.
8. Your 401(k) may offer more liability protection than a rollover IRA; each state varies. Generally, Federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies; however, there can be exceptions. Consult an attorney if you are concerned about protecting your retirement plan assets from creditors.
9. You may be able to take out a loan on your 401(k), but not from an IRA.
10. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or a home purchase.
11. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate.
12. Your plan may allow you to hire us or another firm as the manager and keep the assets titled in the plan name.
It is important that you understand your options, their features, and their differences, and decide whether a rollover is best for you. If you have questions, contact us at our main number listed on the cover page of this brochure.
In addition to complying with applicable SEC rules, MLP3 is subject to certain rules and regulations adopted by the U.S. Department of Labor when we provide nondiscretionary investment advice to retirement plan participants and IRA owners. When these DOL rules apply, our advisors and MLP3 are “fiduciaries,” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Internal Revenue Code of 1986 (“the Code”), as amended. Therefore, MLP3 and our advisors may not receive payments that create conflicts of interest when providing fiduciary investment advice to plan sponsors, plan participants, and IRA owners, unless we comply with a prohibited transaction exemption (“PTE”). Beginning December 20, 2021, MLP3 and our advisors will comply with ERISA and the Code by using PTE 2020-02. As fiduciaries under ERISA and the Code, we render advice that is in plan participants’ and IRA customers’ best interest. MLP3’s and our advisors’ status as an ERISA/Code fiduciary is limited to ERISA/Code covered nondiscretionary advice and recommendations regarding rolling over a retirement account and does not extend to all situations.
Individualized Services and Client-Imposed Restrictions The investment advisory services provided by our advisors depend largely on the personal information the client provides to the advisor. In order for our advisors to provide appropriate investment advice to, or, in the case of discretionary accounts, make tailored investment decisions for, the client, it is very important that clients provide accurate and complete responses to their advisor’s questions about their financial condition, needs, goals, and objectives and notify the advisor of any reasonable restrictions they wish to apply to the securities or types of securities to be bought, sold, or held in their managed account. It is also important that clients promptly inform their advisor of any changes in their financial condition, investment objectives, personal circumstances, or reasonable investment restrictions pertaining to the management of their account, if any, that may affect their overall investment goals and strategies or the investment advice provided or investment decisions made by their advisor.
In general, the client’s advisor is responsible for delivering investment advisory services to clients, and clients generally deal with matters relating to their accounts by contacting their advisor directly. Of course, clients may contact MLP3 directly with questions about the advisory services offered by our firm.
Use of Mutual and Exchange Traded Funds Most mutual funds and exchange-traded funds are available directly to the public. Thus, a prospective client can obtain many of the funds that may be utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client determines to do so, he/she will not receive the Registrant’s initial and ongoing investment advisory services. Please Note: In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses).
American Funds Model Portfolios Registrant also offers an American Funds Model Portfolio program in connection with the Capital Group/ American Funds, an unaffiliated SEC registered investment adviser. This service is a turnkey mutual fund wrap program offered in association with Commonwealth’s Preferred Portfolio Services Direct Mutual Fund platform. In connection with this program, the Registrant assists participating clients by matching their risk tolerance, time horizon and investment objectives with the appropriate American Funds model portfolios. Model portfolios are then managed by Capital Group/American Funds in conjunction with Commonwealth investment management teams. Capital Group/ American Funds and Commonwealth also provide ongoing monitoring and portfolio rebalancing services. Additional information regarding fees is set forth at Item 5.A below.
Portfolio Activity Registrant has a fiduciary duty to provide services consistent with the client’s best interest.
As part of its investment advisory services, Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are neither necessary nor prudent. Of course, as indicated below, there can be no assurance that investment decisions made by Registrant will be profitable or equal any specific performance level(s). Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity.
Please Note: Cash Positions. Registrant continues to treat cash as an asset class. As such, unless determined to the contrary by Registrant, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Registrant’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Registrant may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest paid by the client’s money market fund.
ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Rachel Housel, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Cash Sweep Accounts Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, Registrant shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, 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 Cybersecurity Risk The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Registrant has established its systems to reduce the risk of cybersecurity incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions.
Custodian Charges-Additional Fees As discussed below at Item 12, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Commonwealth and National Financial Services, LLC (”NFS”) serve as the broker-dealer and custodian for client investment management assets. Broker-dealers such as Commonwealth charge transaction fees for effecting securities transactions, including commissions for individual equities, bonds, ETFs and mutual funds In addition to Registrant’s investment advisory fee referenced in Item 5 below, the client will also incur transaction fees to purchase securities for the client’s account (i.e., mutual funds, exchange traded funds, and individual equity and fixed income securities purchased by Registrant). While certain custodians, including NFS, generally (with the potential exception for large orders) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that NFS will not change their transaction fee pricing in the future. Please Also Note: NFS may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When evaluating the use of, or recommending, Commonwealth and or National Financial Services, LLC as a broker-dealer/custodian, the Registrant considers several factors, including the quality of services provided and order execution capability.
Service Agreement The Registrant has entered into a Service Agreement with Commonwealth. As part of this Service Agreement, Commonwealth provides services which may include, but are not limited to:
• opening, maintenance and general administration of investment advisory client accounts
• access to a trading platform through which Registrant may purchase and sell securities for client accounts
• providing custodial reports for client accounts no less frequently than quarterly
• access to Commonwealth’s reporting system, which among other items, allows the Registrant to aggregate and report on a client’s non-managed assets This service provided by Commonwealth also includes 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 Registrant (the “Excluded Assets”). The client and/or his/her/its other advisors that maintain trading authority, and not Registrant, shall be exclusively responsible for the investment performance of the Excluded Assets. Unless otherwise specifically agreed to, in writing, Registrant’s service relative to the Excluded Assets is limited to reporting only. The sole exception to the above shall be if Registrant is specifically engaged to monitor and/or allocate the assets within the client’s 401(k) account maintained away at the custodian directed by the client’s employer. As such, except with respect to the client’s 401(k) account (if applicable), Registrant does not maintain any trading authority for the Excluded Assets. Rather, the client and/or the client’s designated other investment professional(s) maintain supervision, monitoring and trading authority for the Excluded Assets. If Registrant is asked to make a recommendation as to any Excluded Assets, the client is under absolutely no obligation to accept the recommendation, and Registrant shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that Registrant provide investment management services for the Excluded Assets, the client may engage Registrant to do so pursuant to the terms and conditions of the Investment Advisory Agreement between Registrant and the client.
Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Registrant) will be profitable or equal any specific performance level(s).
Client Obligations. In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify the Registrant if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising Registrant’s previous recommendations and/or services.
Disclosure Statement. A copy of the Registrant’s written Brochure as set forth on Part 2A of Form ADV, along with our Form CRS, shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement.
The Registrant shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services.
Assets Under Management. As of December 31, 2023, the Registrant had $214,427,429 in assets under management on a discretionary basis.