SOA WEALTH ADVISORS, LLC
SOA Wealth Advisors, LLC was organized in 2020 as the successor to the investment advisory business
founded in 2017 by Charles Hamowy and Christopher Conigliaro.
SOAWM is managed by Charles Hamowy, and Christopher Conigliaro (“SOAWM Principals”), pursuant to
a management agreement between Lemonpeel Partners, LLC and SOAWM. The SOAWM Principals serve
as officers of SOAWM and are responsible for the management, supervision and oversight of SOAWM.
As of December 31, 2023 SOAWM had the following Regulatory Assets Under Management:
• $ 887,558,548 in Discretionary Regulatory Assets Under Management;
• $ 44,255,286 in Non-Discretionary Regulatory Assets Under Management; and
• $ 931,813,834 in Total Regulatory Assets Under Management.
WRAP FEE PROGRAMS
What is a “wrap fee” Program?
A wrap fee program allows our clients to pay a specified fee for our investment advisory services, including
portfolio management, and the cost, if any, for the execution of securities transactions through the wrap
program broker-dealer. While the wrap program fee is not based directly upon transactions in your
account, the wrap program fee must cover any costs for executing transactions in your account(s), and so
results in a higher advisory fee to you. We do not charge our clients higher advisory fees based on their
trading activity, but you should be aware that we may have an incentive to limit our trading activities in
your account(s) to the extent we are charged for executed trades. By participating in a wrap fee program,
you may end up paying more or less than you would through a non-wrap fee program, where a lower
advisory fee is charged, but trade execution costs are passed directly through to you by the executing
broker.
SOAWM offers the following wrap fee programs to its clients:
• The Seasons of Advice Wealth Management Program
• The Seasons of Advice Stewardship Personal Values Portfolios℠
• The Seasons of Advice ETF Management Program
The Seasons of Advice Wealth Management Program
We address your finances according to the seasonal flow of your life — and your money. The Seasons of
Advice process has a natural rhythm, one that aligns with the way you experience life. By creating a
context that is constant and reliable, all financial matters receive proper consideration, so you can make
more effective choices.
At the onset of the Program, clients complete Investment Policy Guidelines describing their individual
investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other
factors pertinent to their specific financial situations. After an analysis of the relevant information,
SOAWM assists its clients in developing an appropriate strategy for managing their assets.
We emphasize continuous and regular account supervision. We generally create a portfolio consisting of
individual stocks or bonds, exchange traded funds (“ETFs”), options, mutual funds and other public and
private securities or investments. The client’s individual investment strategy is tailored to their specific
needs and may include some or all of the previously mentioned securities. Each portfolio will be initially
designed to meet a particular investment goal, which we determine to be suitable to the client’s
circumstances. We also offer individually managed portfolios utilizing additional asset classes such as
REITs and MLPs for certain clients based on the client’s particular needs and risk tolerances.
Clients may make additions to and withdrawals from their account at any time, subject to SOAWM’s right
to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right
to liquidate any transferred securities or decline to accept particular securities into a client’s account.
Clients may withdraw account assets on notice to SOAWM, subject to the usual and customary securities
settlement procedures. However, SOAWM designs its portfolios as long-term investments and the
withdrawal of assets may impair the achievement of a client’s investment objectives. SOAWM may consult
with its clients about the options and implications of transferring securities. Clients are advised that when
transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual
fund level (i.e. contingent deferred sales charge) and/or tax ramifications.
SOAWM is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
with respect to investment management services and investment advice provided to ERISA plans and
ERISA plan participants. SOAWM is also a fiduciary under section 4975 of the Internal Revenue Code (the
“IRC”) with respect to investment management services and investment advice provided to individual
retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, SOAWM is subject to
specific duties and obligations under ERISA and the IRC that include, among other things, prohibited
transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a
fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an
applicable prohibited transaction exemption (a “PTE”).
As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us
by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit
by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations
under the federal and state securities laws or as a waiver of any unwaivable rights you possess.
The Seasons of Advice Stewardship Personal Values Portfolios℠
Socially Inspired Investing℠: We offer the Seasons of Advice Stewardship Personal Values Portfolios℠
(“Stewardship Portfolios”) as a means of providing asset allocated portfolio management for clients
seeking a way to align their investments with their personal values so they can seek attractive returns
while investing in companies that reflect a concern for social and environmental issues facing our world.
Portfolio Selection
1. We use a third-party investment research vendor (Morningstar® Direct) to select mutual funds and
ETFs with a Morningstar® Sustainability Rating of Above Average or better. The Morningstar®
Sustainability Rating is a measure of how well Morningstar believes the holdings in a portfolio are
managing their environmental, social, and governance, or ESG, risks and opportunities relative to their
Morningstar Category peers. The rating is a holdings-based calculation using company-level ESG
analytics from Sustainalytics, a leading provider of ESG research. It is calculated for managed products
and indexes globally using Morningstar’s portfolio holdings database. Currently, Morningstar issues
this rating for roughly 20,000 mutual funds and ETFs. Where a Morningstar Sustainability rating is not
available, we research whether an investment we would select has an ESG mandate (Sustainable
Investment – ESG Fund Overall or Socially Conscious ratings through Morningstar® Direct). For
individual securities, we use the ESG Risk Assessment Rating issued by Morningstar® Direct. An
individual security must have a Risk Assessment Rating of Negligible or Low for a particular security
to be included in the portfolio. Morningstar’s ESG Risk Assessment is a rating that stock
investors can use to measure the degree to which ESG risk could potentially put a
company’s enterprise value at risk.
2. Next, we eliminate mutual funds and ETFs holdings that have more than 5% of the following areas of
concern:
a. Tobacco
b. Palm oil
c. Thermal coal
d. Small arms
e. Controversial weapons
3. For Clients whose socially inspired portfolios include individual securities we will work with the clients
to design and maintain a portfolio of securities matching their specific social objectives and areas of
concern utilizing Morningstar’s Company Product Involvement Methodology. This methodology
measures a company’s exposure to involvement in a range of products, services, and business
activities. This calculation is based on a company’s percentage range of revenue exposure to the areas
of concern listed below based on research from Sustainalytics, a leading ESG research provider.
Morningstar generates company product involvement metrics for a wide range of causes. Seasons of
Advice focuses on the following areas of concern:
Core Areas of Concern (For Individual Stocks)
• Controversial Weapons Tailor-Made and Essential
• Controversial Weapons Non Tailor-Made or Non-Essential
• Palm Oil Production
• Small Arms Civilian Customers (Assault Weapons)
• Small Arms Civilian Customers (Non-Assault Weapons)
• Small Arms Key Components
• Small Arms Retail/Distribution (Assault Weapons)
• Small Arms Retail/Distribution (Non-Assault Weapons)
• Thermal Coal Power Generation
• Thermal Coal Extraction
• Tobacco Products Production
• Tobacco Products Related Products/Services
• Tobacco Products Retail
Optional Areas of Concern (For Individual Stocks)
• Shale
Energy Extraction
• Whale Meat Processing
• Animal Testing Non-Pharmaceutical Products
• Fur and Specialty Leather Production
• Fur and Specialty Leather Retail
• Genetically Modified Plants and Seeds Development
• Genetically Modified Plants and Seeds Growth
• Pesticides Production
• Pesticides Retail
• Predatory Lending Operations
4. Finally, we create a portfolio, using our asset allocation models that include a comprehensive range
of asset classes and risk tolerances — from conservative to aggressive. The models range from
conservative, moderately conservative, moderate, moderately aggressive and aggressive and include
taxable and non-taxable strategies. Each portfolio has varying degrees of asset categories and is
reviewed with the client prior to implementation and periodically thereafter.
Seasons of Advice ETF Management Program
For smaller accounts (typically less than $100,000) SOAWM offers a modified program, the Seasons of
Advice ETF Management Program (the “ETF Management Program”) uses a more limited range of
Exchange Traded Funds (“ETF”) to implement a client’s investment plan. SOAWM provides portfolio
management services through Institutional Intelligent Portfolios™, an automated, online investment
management platform for use by independent investment advisors and sponsored by Schwab Wealth
Investment Advisory, Inc. (the “Schwab Program” and “SWIA,” respectively). Through the Schwab
Program, SOAWM offers clients a range of investment strategies we have constructed and manage, each
consisting of a portfolio of exchange traded funds (“ETFs”) and a cash allocation. The client may instruct
us to exclude up to three ETFs from their portfolio. The client’s portfolio is held in a brokerage account
opened by the client at SWIA’s affiliate, Charles Schwab & Co., Inc. (“CS&Co”). SOAWM is independent of
and not owned by, affiliated with, or sponsored or supervised by SWIA, CS&Co or their affiliates (together,
“Schwab”). The Program is described in the Schwab Wealth Investment Advisory, Inc. Institutional
Intelligent Portfolios™ Disclosure Brochure (the “Program Disclosure Brochure”), which is delivered to
clients by SWIA during the online enrollment process.
SOAWM, and not Schwab, is the client’s investment advisor and primary point of contact with respect to
the ETF Management Program. We are solely responsible, and Schwab is not responsible, for determining
the appropriateness of the ETF Management Program for the client, choosing a suitable investment
strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an
ongoing basis. SWIA’s role is limited to delivering the Program Disclosure Brochure to clients and
administering the ETF Management Program so that it operates as described in the Schwab Program
Disclosure Brochure.
SOAWM has contracted with SWIA to provide us with the technology platform and related trading and
account management services for the ETF Management Program. This platform enables us to make the
ETF Management Program available to clients online and includes a system that automates certain key
parts of our investment process (the “System”). The System includes an online questionnaire that helps
us determine the client’s investment objectives and risk tolerance and select an appropriate investment
strategy and portfolio. Clients should note that we will recommend a portfolio via the System in response
to the client’s answers to the online questionnaire. The client may then indicate an interest in a portfolio
that is one level less or more conservative or aggressive than the recommended portfolio, but we then
make the final decision and select a portfolio based on all the information we have about the client. The
System also includes an automated investment engine through which we manage the client’s portfolio on
an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects).
Clients do not pay fees to SWIA in connection with the Program, but we charge clients a fee for our services
as described below. Our fees are not set or supervised by Schwab. Clients do not pay brokerage
commissions or any other fees to CS&Co as part of the Program. Schwab does receive other revenues in
connection with the Program, as described in the Program Disclosure Brochure.
We also do not pay SWIA fees for its services in the Program so long as we maintain $100 million in client
assets in accounts at CS&Co that are not enrolled in the ETF Management Program. If we do not meet this
condition, then we pay SWIA an annual fee of 0.10% (10 basis points) on the value of our clients’ assets in
the Program. This fee arrangement gives us an incentive to recommend or require that our clients with
accounts not enrolled in the Program be maintained with CS&Co.
Program Fees
We charge a fee for our wealth management programs and any other investment management services
that is generally based on the level of assets under management, including any cash or money market
funds held in the account. Our program fee, determined on an individualized basis, may be up to 2% of a
client’s assets under our management, and varies based on factors such as the amount of the client’s
current and potential future Assets under our management or advisement (including 529 plans, variable
annuities and other “held away” assets), assets of the client’s household under our management, length
of our client relationship, complexity of the engagement, and whether you have selected our Stewardship
Personal Value Portfolios. Our fee for the Stewardship Personal Value Portfolios is .10 bps higher than our
investment management fee otherwise would be, for the additional analysis required to run the
portfolios. The additional fee gives us an incentive to recommend our Stewardship portfolios over other
assets. We address this conflict by disclosing it to you. You are free to accept or decline our
recommendation, as you wish. The fee is negotiable, and in some cases, we may agree to a flat fee for
investment management services.
The fee is payable monthly, in arrears, based upon the average daily balance of your Assets in the
applicable month, as determined by the account custodian or other third-party sources. Cash and accrued
interest will be included for billing purposes unless we determine otherwise, in our sole discretion. Your
initial fee will be pro-rated for new accounts that are not open a full month, beginning when the client
signs our fee agreement and we accept the fee agreement. The initial billing period is adjusted for the
number of days remaining in the initial month and will run from the date the fee agreement is accepted
through the last business day of the initial month.
The fee will be debited directly from the client’s account(s) unless the client has made other payment
arrangements with SOAWM. Fees will be first debited from any free credit cash balance or money market
in the client’s account and if there is not enough available, SOAWM has the discretion to sell securities in
order to make cash available for the fee.
Upon termination of the Agreement, the balance (if any) of our unearned fees shall be refunded to you
and the balance (if any) of our earned fees shall be charged to you.
Additional Fees
As referenced above, a portion of the fees paid to SOAWM are used to cover the securities brokerage
commissions and transactional costs attributed to the management of its clients’ portfolios. Our wrap
program broker has eliminated transaction-based fees for most online trades of equities and exchange-
traded funds (ETF’s). For those eligible accounts now no longer subject to these transaction fees, SOAWM
is no longer paying those transaction costs on behalf of clients and thereby benefits from a reduction in
expenses associated with its wrap program. Although this change does not impose any new costs on
clients, it increases our profits by reducing the transaction costs we pay on clients’ behalf.
In addition to our fees, clients are responsible for the fees and expenses associated with the investment
of their assets, including management fees and expenses imposed directly by a mutual fund, index fund,
exchange traded fund, or alternative investment which shall be disclosed in the fund’s prospectus or
private placement memorandum, fees related to alternative investments, mark-ups and mark-downs,
spreads paid to market makers, step-out fees, any “trade away” fees and execution costs for any
transactions executed away from the wrap program broker-dealer, wire transfer fees and other fees and
taxes on brokerage accounts and securities transactions. These fees are not included within the wrap fee
you are charged by our firm.
Clients investing in private investment funds will be subject to management and other fees and expenses
charged by the fund, as detailed in the offering and governing documents for the funds. Clients investing
in private investment funds that invest in other funds are subject to the management and other fees and
expenses of the underlying funds.
CS&Co may charge fees for services that will be deducted from a client’s account in addition to the
management fees listed above.