Connors Investor Services, Inc. (the “Registrant”) is a corporation formed in the State of
Delaware. The Registrant is principally owned by the Connors, James M. Irrevocable
Trust, which the Registrant’s President serves as co-trustee.
B. As discussed below, the Registrant offers investment advisory services to its clients,
(generally: individuals, high net worth individuals, pooled investment vehicles, pension
and profit-sharing plans, trusts, estates, charitable organizations, investment
partnerships, and business entities). The Registrant does not provide financial planning
or related consulting services. As described in greater detail below, the Registrant is the
investment adviser to various private investment funds. In this Brochure, we refer to
clients who are individuals or institutions investing through managed accounts as clients
and we refer to the pooled investment vehicles as the affiliated private funds.
INVESTMENT MANAGEMENT SERVICES
The Registrant provides investment management services on a discretionary 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. 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. To commence the investment advisory
process, an investment adviser representative will first determine each client’s
investment objectives and then allocate and/or recommend that the client allocate
investment assets consistent with the designated investment objectives. Once allocated,
the Registrant provides ongoing monitoring and review of account performance and asset
allocation as compared to client investment objectives, and may periodically execute
transactions for the account based upon such reviews.
MISCELLANEOUS
No Financial Planning or Non-Investment Consulting/Implementation Services.
The Registrant does not provide financial planning and related consulting services
regarding non-investment related matters, such as estate planning, tax planning,
insurance, etc. Registrant does not serve as an attorney, accountant, or insurance agency,
and no portion of its services should be construed as legal, accounting, or insurance
brokerage services. Accordingly, Registrant does not prepare estate planning documents,
tax returns or sell insurance products. 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.). Clients are
reminded that they are 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 made by
Registrant or its representatives. If the client engages any unaffiliated recommended
professional, and a dispute arises thereafter relative to such engagement, the client agrees
to seek recourse exclusively from and against the engaged professional.
Affiliated Mutual Fund. The Registrant is the investment adviser to the Connors
Hedged Equity Fund, a diversified series of Connors Funds, an open-end, management
investment company. If Connors or a client determine that the fund’s investment strategy
is suitable for a client, the Registrant will recommend that clients invest in or use its
discretion to invest in the Connors Hedged Equity Fund. Even though the Registrant
operates the same or similar strategy employed by the Connors Hedged Equity Fund in
a separately managed account strategy, the Registrant recommends the Connors Hedged
Equity Fund over the separately managed account strategy forfor smaller client accounts.
That is, given the nature and tupe of investments used to manage, and create
diversification within, the strategy, certain clients may not be suitable for the separately
managed account strategy participation. The Connors Hedged Equity Fund is designed
to provide a similar investment opportunity for participants. Registrant favors the
Connors Hedged Equity Fund over non-affiliated mutual funds, where suitable and
appropriate for the client, and will generally not consider other unaffiliated mutual funds
or ETFs for client accounts when recommending the underlying strategy. More
information regarding the Connors Hedged Equity Fund, including its maximum
expense ratio (currently 1.15%), may be found in the fund prospectus and offering
documentation . The Registrant may invest up to 100% of a client’s assets managed by
the Registrant in the fund. The Registrant addresses this conflict of interest by seeking
to invest clients in the Connors Hedged Equity Fund only when it is appropriate for the
client, disclosing it in this Brochure, and inviting clients and prospective clients toto
review this investment with (i) their contact at the Registrant, or (ii) the Registrant’s
Chief Compliance Officer, to restrict or place limitation on the Registrant’s ability to
invest in the fund. Connors Hedged Equity Fund participants are not subject to a separate
managed account fee with respect to share positions maintained in their managed account
Affiliated Private Investment Funds. The Registrant is the General Partner of CIS
Aggressive Growth Partners, CIS Balanced Investment Partners, CIS Balanced
Investment Partners II, CIS Hedged Growth Partners, CIS Income & Growth Partners,
CIS Index Overwrite Partners and CIS Microcap Growth Partners (collectively referred
to as the “affiliated private funds”). The Registrant, on a non-discretionary basis, may
recommend that qualified clients consider allocating a portion of their investment assets
to the affiliated private funds. The terms and conditions for participation in the affiliated
private funds, including management fees, conflicts of interest, and risk factors, are set
forth in the fund’s offering documents. Registrant’s clients are under absolutely no
obligation to consider or make an investment in any private investment fund.
Affiliated Collective Investment Trust. The Registrant manages Employee Income
Security Act of 1974, as amended, (“ERISA”) assets in the Connors Covered Call Fund
(“CIT”). The CIT is bank maintained and not registered with the Securities and
Exchange Commission. The CIT is not a mutual fund registered under the Investment
Company Act of 1940, as amended (“1940 Act”) or other applicable law, and unit holders
are not entitled to the protections of the 1940 Act. The regulations applicable to the CIT
are different from those applicable to a mutual fund. The CIT’s units are not securities
registered under the Securities Act of 1933, as amended or applicable securities laws of
any state or other jurisdiction.
Affiliated Private Investment Fund Risk Factors: Private investment funds generally
involve various risk factors, including, but not limited to, potential for complete loss of
principal, liquidity constraints and lack of transparency, a complete discussion of which
is set forth in each fund’s offering documents, which will be provided to each client for
review and consideration. Unlike liquid investments that a client may maintain, private
investment funds do not provide daily liquidity or pricing. Each prospective client
investor will be required to complete a Subscription Agreement, pursuant to which the
client shall establish that he/she is qualified for investment in the fund, and acknowledges
and accepts the various risk factors that are associated with such an investment.
Conflict Of Interest. Because the Registrant earns compensation from the affiliated
private funds that may exceed the fee that Registrant would earn under its standard asset
based fee schedule referenced in Item 5 below, the recommendation that a client become
an investor in the affiliated private funds presents a conflict of interest. No client is
under any obligation to become an investor in the affiliated private funds. The
Registrant’s Chief Compliance Officer, Debora M. Covell, remains available to
address any questions regarding this conflict of interest.
Affiliated Private Investment Fund Valuation. The current value of any affiliated
private investment fund could be significantly more or less than the original purchase
price or the price reflected in any supplemental account report. If an affiliated
private investment fund has invested in a third-party fund, the investment manager of that
fund is responsible for determining the value of interests in that fund. The Registrant
will rely on values provided by the third-party fund’s manager.
Unaffiliated Private Investment Funds. Registrant may also provide investment advice
regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis,
may also recommend that certain qualified clients consider an investment in unaffiliated
private investment funds. Registrant’s role relative to the private investment funds shall
be limited to its initial and ongoing due diligence and investment monitoring services.
Registrant’s clients are under absolutely no obligation to consider or make an investment
in a private investment fund(s).
Unaffiliated Private Investment Fund Risk Factors: Private investment funds
generally involve various risk factors, including, but not limited to, potential for complete
loss of principal, liquidity constraints and lack of transparency, a complete discussion of
which is set forth in each fund’s offering documents, which will be provided to each
client for review and consideration. Unlike liquid investments that a client may own,
private investment funds do not provide daily liquidity or pricing. Each prospective client
investor will be required to complete a Subscription Agreement, pursuant to which the
client shall establish that he/she is qualified for investment in the fund, and acknowledges
and accepts the various risk factors that are associated with such an investment.
Unaffiliated Private Investment Fund Valuation: In the event that Registrant
references private investment funds owned by the client on any supplemental account
reports prepared by Registrant, the value(s) for all private investment funds owned by
the client shall reflect the most recent valuation provided by the fund sponsor. The
current value of any private investment fund could be significantly more or less than
the original purchase price or the price reflected in any supplemental account
report.
Retirement Plan Rollovers. A client or prospective client leaving an employer typically
has four options regarding an existing retirement plan (and may engage in a combination
of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll
over the assets to the new employer’s plan, if one is available and rollovers are permitted,
(iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account
value (which could, depending upon the client’s age, result in adverse tax consequences).
If the Registrant recommends that a client roll over their retirement plan assets into an
account to be managed by the Registrant, such a recommendation creates a conflict of
interest if the Registrant will earn an advisory fee on the rolled over assets. No client is
under any obligation to roll over plan assets to an IRA managed by the Registrant or to
engage the Registrant to monitor and/or manage the account while maintained at the
client’s employer whether it is from an employer’s plan or an existing IRA. If Registrant
provides a recommendation as to whether a client should engage in a rollover or not
(whether it is from an employer’s plan or an existing IRA), Registrant is acting as a
fiduciary within the meaning of Title I of the Employee Retirement Income Security Act
and/or the Internal Revenue Code, as applicable, which are laws governing retirement
accounts. The Registrant’s Chief Compliance Officer, Debora M. Covell, remains
available to address any questions that a client or prospective client may have
regarding its prospective engagement and the corresponding conflict of interest
presented by such engagement.
Custodian Charges-Additional Fees. As discussed below at Item 12 below, when
requested to recommend a broker-dealer/custodian for client accounts, Registrant
generally recommendsthat Charles Schwab serve as the/custodian for client investment
management assets. Broker-dealers such as Charles Schwab charge brokerage
commissions, transaction, and/or other type fees for effecting certain types of securities
transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and
mark-downs charged for fixed income transactions, etc.). The types of securities for
which transaction fees, commissions, and/or other type fees (as well as the amount of
those fees) shall differ depending upon the broker-dealer/custodian (while certain
custodians, including Charles Schwab do not currently charge fees on individual equity
transactions, others do). When beneficial to the client, individual fixed‐income and/or
equity transactions may be effected through broker‐dealers with whom Registrant and/or
the client have entered into arrangements for prime brokerage clearing services,
including effecting certain client transactions through other SEC registered and FINRA
member broker‐dealers (in which event, the client generally will incur both the
transaction fee charged by the executing broker‐dealer and a “trade-away” fee charged
by Charles Schwab. These fees/charges are in addition to Registrant’s investment
advisory fee at Item 5 below. Registrant does not receive any portion of these
fees/charges.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. 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. Clients 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.
Disclosure Brochure. A copy of the Registrant’s written Brochure as set forth on Part
2A of Form ADV, along with Registrant’s Form CRS (Relationship Summary) shall be
provided to each client prior to, or contemporaneously with, the execution of the
Investment Advisory Agreement or Financial Planning and Consulting Agreement
Investors Introduced by Unaffiliated Adviser. Investors may be introduced to
Registrant by unaffiliated registered investment advisers (each, an “Adviser”). Adviser
(and its representatives) shall be exclusively responsible for: (1) assisting the client in
determining the initial and ongoing suitability for Registrant’s investment portfolios
and/or strategies, (2) ongoing communications with the client; and (3) receiving and
ascertaining the client’s directions, notices and instructions, and forwarding them to
Registrant, in writing. Registrant's obligation shall be to manage the client’s assets
consistent with the directions received from Adviser. The client shall be responsible for
communicating any such directions or instructions directly to Adviser. Registrant shall be
entitled to rely upon any such direction, notice, or instruction (including any information
or documentation regarding client’s investment objectives, risk tolerances and/or
investment restrictions) until Registrant has been advised, in writing, of changes therein.
Registrant shall have no responsibility to the client or the Adviser for the Adviser’s failure
to communicate any and all such directions, notices and instructions in a timely manner.
Registrant shall only be responsible for the assets for which it maintains investment
authority.
Use of Mutual Funds and Exchange Traded Funds. While the Registrant may
recommend allocating investment assets to mutual funds that are not available directly
to the public, the Registrant may also recommend that Investors allocate investment
assets to publicly available mutual funds and exchange traded funds (“ETFs”) that the
client could obtain without engaging Registrant as an investment adviser. However, if a
client or prospective client determines to allocate investment assets to publicly-available
mutual funds or ETFs without engaging Registrant as an investment advisor, the client
or prospective client would not receive the benefit of Registrant’s initial and ongoing
investment advisory services.
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,
revising Registrant’s previous recommendations and/or services.
Sub-Advisory Engagements. The Registrant may serve as a sub-advisor to unaffiliated
registered investment advisors according to the terms and conditions of a written Sub-
Advisory Agreement. With respect to its sub-advisory services, the unaffiliated
investment advisors that engage the Registrant’s sub-advisory services maintain both the
initial and ongoing day-to-day relationship with the underlying client, including initial
and ongoing determination of client suitability for the Registrant’s designated investment
strategies and/or programs. If the custodian/broker-dealer is determined by the
unaffiliated investment adviser, Registrant will be unable to negotiate commissions
and/or transaction costs, and/or seek better execution. As a result, Investors 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.
C. 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.
D. Unaffiliated Wrap/Managed Account Programs: Registrant does not offer a wrap fee
program for its investment advisory services. However, Registrant is a participating
investment adviser in certain unaffiliated wrap and managed account fee programs. In
the event that client engages the Registrant to provide investment advisory services as
part of an unaffiliated wrap-fee program (for example, through Morgan Stanley, Wells
Fargo, or UBS), Registrant will be unable to negotiate commissions and/or transaction
costs. Under a wrap program, the wrap program sponsor arranges for the investor
participant to receive investment advisory services, the execution of securities brokerage
transactions, custody and reporting services for a single specified fee. Participation in a
wrap program may cost the participant more or less than purchasing such services
separately. Correspondingly, in the event that Registrant is engaged to provide
investment advisory services as part of an unaffiliated managed account program,
Registrant will likewise be unable to negotiate commissions and/or transaction costs or
select a broker-dealer for execution. If the program is offered on a non-wrap basis, the
program sponsor will determine the broker-dealer through which transactions must be
effected, and the amount of transaction fees and/or commissions to be charged to the
participant investor accounts. Registrant’s Chief Compliance Officer, Debora M.
Covell, remains available to address any questions that a client may have regarding
participation in a wrap fee or managed account program.
E. As of December 31, 2021, the Registrant had $1,204,640,196 in assets under
management on a discretionary basis.