1. business and industrial

 FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: INSERO WEALTH STRATEGIES LLC
CRD Number: 108945
Annual Amendment ­ All Sections
Rev. 10/2012
3/26/2015 1:15:02 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal
prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): INSERO WEALTH STRATEGIES LLC
B.
Name under which you primarily conduct your advisory business, if different from Item 1.A.:
INSERO WEALTH STRATEGIES LLC List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
C.
If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the
name change is of
your legal name or your primary business name: D.
(1) If you are registered with the SEC as an investment adviser, your SEC file number: 801­78029
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
E.
If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 108945 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
F.
Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1:
2 STATE STREET
City:
ROCHESTER
State:
Number and Street 2:
SUITE 300
Country:
ZIP+4/Postal Code:
New York
UNITED STATES
14614
If this address is a private residence, check this box: List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory
business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the
state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are
registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest five offices in terms of numbers of
employees.
(2) Days of week that you normally conduct business at your principal office and place of business: Monday ­ Friday Other:
Normal business hours at this location:
9:00 AM ­ 5:00 PM
(3) Telephone number at this location:
585­454­6996
(4) Facsimile number at this location: 585­454­4024
G.
Mailing address, if different from your principal office and place of business address:
Number and Street 1:
23 WHISPERWOOD DRIVE
City:
VICTOR
Number and Street 2:
State:
New York
Country:
UNITED STATES
ZIP+4/Postal Code:
14564
If this address is a private residence, check this box: H.
If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1:
City:
Number and Street 2:
State:
Country:
ZIP+4/Postal Code:
Yes No
I.
Do you have one or more websites?
If "yes," list all website addresses on Section 1.I. of Schedule D. If a website address serves as a portal through which to access other information you
have published on the web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than
one portal address. Do not provide individual electronic mail (e­mail) addresses in response to this Item.
J.
Provide the name and contact information of your Chief Compliance Officer: If you are an exempt reporting adviser, you must provide the contact
information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name:
SHARON INSERO
Other titles, if any:
Telephone number: Facsimile number:
585­425­2135
585­425­2135
Number and Street 1:
23 WHISPERWOOD DRIVE
Number and Street 2:
City:
VICTOR
State:
New York
Country:
UNITED STATES
ZIP+4/Postal Code:
14564
Electronic mail (e­mail) address, if Chief Compliance Officer has one:
[email protected]
K.
Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions
about this Form ADV, you may provide that information here.
Name:
FRANK A. INSERO
Titles:
MANAGING MEMBER
Telephone number: 585­454­6996
Facsimile number:
585­454­4024
Number and Street 1:
2 STATE STREET
Number and Street 2:
SUITE 300
City:
State:
Country:
ZIP+4/Postal Code:
ROCHESTER
New York
UNITED STATES
14614
Electronic mail (e­mail) address, if contact person has one:
[email protected]
Yes No
L.
Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law,
somewhere other than your principal office and place of business?
If "yes," complete Section 1.L. of Schedule D.
Yes No
M.
Are you registered with a foreign financial regulatory authority?
Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial
regulatory authority. If "yes," complete Section 1.M. of Schedule D.
Yes No
N.
Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
If "yes," provide your CIK number (Central Index Key number that the SEC assigns to each public reporting company):
Yes No
O.
Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
P.
Provide your Legal Entity Identifier if you have one: A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. In the first half of 2011, the legal
entity identifier standard was still in development. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
No Information Filed
SECTION 1.I. Website Addresses
List your website addresses. You must complete a separate Schedule D Section 1.I. for each website address.
Website Address: HTTP://INSEROWEALTHSTRATEGIES.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You
must complete a separate Schedule D Section 1.L. for each location.
Name of entity where books and records are kept:
INSERO WEALTH STRATEGIES LLC
Number and Street 1: 23 WHISPERWOOD DRIVE
City: VICTOR
Number and Street 2: State: New York
Country: UNITED STATES
If this address is a private residence, check this box: Telephone Number: Facsimile number: 585­425­2135
585­425­2135
This is (check one): one of your branch offices or affiliates. a third­party unaffiliated recordkeeper. other.
Briefly describe the books and records kept at this location: CLIENT FILES, ADV FILINGS, OTHER COMPLIANCE DOCUMENTS
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
No Information Filed
ZIP+4/Postal Code: 14564
Item 2 SEC Registration/Reporting
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for
SEC registration or submitting an annual updating amendment to your SEC registration.
A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an
annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2
provides information to help you determine whether you may affirmatively respond to each of these items.
You (the adviser):
(1)
are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more, or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating
amendment and is registered with the SEC;
(2)
are a mid­sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100
million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and
place of business, or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities
authority.
(3)
have your principal office and place of business in Wyoming (which does not regulate advisers);
(4)
have your principal office and place of business outside the United States;
(5)
are an investment adviser (or sub­adviser) to an investment company registered under the Investment Company Act of 1940;
(6)
are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the
Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under
management;
(7)
are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the
exemption in rule 203A­2(a);
(8)
are a related adviser under rule 203A­2(b) that controls, is controlled by, or is under common control with, an investment adviser that is
registered with the SEC, and your principal office and place of business is the same as the registered adviser;
If you check this box, complete Section 2.A.(8) of Schedule D.
(9)
are a newly formed adviser relying on rule 203A­2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, complete Section 2.A.(9) of Schedule D.
(10) are a multi­state adviser that is required to register in 15 or more states and is relying on rule 203A­2(d);
If you check this box, complete Section 2.A.(10) of Schedule D.
(11) are an Internet adviser relying on rule 203A­2(e);
(12) have received an SEC order exempting you from the prohibition against registration with the SEC;
If you check this box, complete Section 2.A.(12) of Schedule D.
(13) are no longer eligible to remain registered with the SEC.
State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers
C. Under state laws, SEC­registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they
file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a
copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you
would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or
reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you
submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them,
uncheck the box(es) next to those state(s).
Jurisdictions
AL
ID
MO
PA
AK
IL
MT
PR
AZ
IN
NE
RI
AR
IA
NV
SC
CA
KS
NH
SD
CO
KY
NJ
TN
CT
LA
NM
TX
DE
ME
NY
UT
DC
MD
NC
VT
FL
MA
ND
VI
GA
MI
OH
VA
GU
MN
OK
WA
HI
MS
OR
WV
WI
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to
pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).
SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A­2(b) from the prohibition on registration because you control, are controlled by, or are under common
control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered
adviser, provide the following information:
Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser 801 ­ SECTION 2.A.(9) Newly Formed Adviser
If you are relying on rule 203A­2(c), the newly formed adviser exemption from the prohibition on registration, you are required to make certain
representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.
You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to
register with the SEC within 120 days after the date my registration with the SEC becomes effective.
I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section
203A(a) of the Advisers Act from registering with the SEC.
SECTION 2.A.(10) Multi­State Adviser
If you are relying on rule 203A­2(d), the multi­state adviser exemption from the prohibition on registration, you are required to make certain
representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an
investment adviser with the state securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15
states to register as an investment adviser with the state securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by
the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.
SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:
Application Number:
803­
Date of order:
Item 3 Form of Organization
A. How are you organized? Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4.
B.
In what month does your fiscal year end each year? DECEMBER
C.
Under the laws of what state or country are you organized? State
Country
New York UNITED STATES
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide
the name of the state or country where you reside. If you are changing your response to this Item, see Part 1A Instruction 4. Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser?
If "yes", complete Item 4.B. and Section 4 of Schedule D.
B.
Date of Succession: (MM/DD/YYYY)
If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check “No.” See Part 1A
Instruction 4.
SECTION 4 Successions
No Information Filed
Item 5 Information About Your Advisory Business ­ Employees, Clients, and Compensation
Responses to this Item help us understand your business, assist us in preparing for on­site examinations, and provide us with data we use when making
regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.
Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an
employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).
A. Approximately how many employees do you have? Include full­ and part­time employees but do not include any clerical workers.
3
B.
(1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?
2
(2)
Approximately how many of the employees reported in 5.A. are registered representatives of a broker­dealer?
0
(3)
Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives?
0
(4)
Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser
representatives for an investment adviser other than you?
0
(5)
Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?
0
(6)
Approximately how many firms or other persons solicit advisory clients on your behalf?
0
In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm’s employees that
solicit on your behalf.
Clients
In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory
relationship with those investors.
C.
(1)
To approximately how many clients did you provide investment advisory services during your most recently completed fiscal year?
0
26­100
(2)
1­10
More than 100
If more than 100, how many? (round to the nearest 100)
11­25
Approximately what percentage of your clients are non­United States persons?
0%
D.
For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members,
but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have
made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment
advisory contract to an investment company registered under the Investment Company Act of 1940, check "None" in response to Item 5.D.(1)(d) and
do not check any of the boxes in response to Item 5.D.(2)(d).
(1)
What types of clients do you have? Indicate the approximate percentage that each type of client comprises of your total number of clients. If a
client fits into more than one category, check all that apply.
None Up to 10%
(a) Individuals (other than high net worth individuals)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f)
Pooled investment vehicles (other than investment companies)
(g) Pension and profit sharing plans (but not the plan participants)
11­25%
26­50%
51­75%
76­99%
100%
(h) Charitable organizations
(i)
Corporations or other businesses not listed above
(j)
State or municipal government entities
(k) Other investment advisers
(l)
Insurance companies
(m) Other: (2)
Indicate the approximate amount of your regulatory assets under management (reported in Item 5.F. below) attributable to each of the following
type of client. If a client fits into more than one category, check all that apply.
None
Up to 25%
Up to 50%
Up to 75%
>75%
(a) Individuals (other than high net worth individuals)
(b) High net worth individuals
(c) Banking or thrift institutions
(d) Investment companies
(e) Business development companies
(f)
Pooled investment vehicles (other than investment companies)
(g) Pension and profit sharing plans (but not the plan participants)
(h) Charitable organizations
(i)
Corporations or other businesses not listed above
(j)
State or municipal government entities
(k) Other investment advisers
(l)
Insurance companies
(m) Other: Compensation Arrangements
E.
You are compensated for your investment advisory services by (check all that apply):
(1) (2)
(3)
(4)
(5)
(6)
(7)
A percentage of assets under your management
Hourly charges
Subscription fees (for a newsletter or periodical)
Fixed fees (other than subscription fees)
Commissions
Performance­based fees
Other (specify): PERCENTAGE OF ASSETS UNDER ADVISEMENT
Item 5 Information About Your Advisory Business ­ Regulatory Assets Under Management
Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? (2) If yes, what is the amount of your regulatory assets under management and total number of accounts?
U.S. Dollar Amount
Total Number of Accounts
Discretionary:
(a) $ 72,010,636
(d) 96
Non­Discretionary:
(b) $ 0
(e) 0
Total:
(c) $ 72,010,636
(f)
96
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when
completing this Item.
Item 5 Information About Your Advisory Business ­ Advisory Activities
Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to
section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies)
(5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and
other pooled investment vehicles)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
Pension consulting services
Selection of other advisers (including private fund managers)
Publication of periodicals or newsletters
Security ratings or pricing services
Market timing services
Educational seminars/workshops
Other(specify): CONSULTING/ASSETS UNDER ADVISEMENT
Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered
under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment
company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D. H.
If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?
0
1 ­ 10
11 ­ 25
26 ­ 50
51 ­ 100
101 ­ 250
251 ­ 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory
relationship with those investors. I.
If you participate in a wrap fee program, do you (check all that apply):
(1) sponsor the wrap fee program?
(2)
act as a portfolio manager for the wrap fee program? If you are a portfolio manager for a wrap fee program, list the names of the programs and their sponsors in Section 5.I.(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered
through a wrap fee program, do not check either Item 5.I.(1) or 5.I.(2). Yes No
J.
In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of
investments?
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) (2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
broker­dealer (registered or unregistered)
registered representative of a broker­dealer
commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
futures commission merchant
real estate broker, dealer, or agent
insurance broker or agent
bank (including a separately identifiable department or division of a bank)
trust company
registered municipal advisor
registered security­based swap dealer
major security­based swap participant
accountant or accounting firm
lawyer or law firm
other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B, complete Section 6.A. of Schedule D.
Yes No
B.
(1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2)
If yes, is this other business your primary business?
If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that
name.
Yes No
(3)
Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that
name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client, You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name.
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may
occur between you and your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of
your advisory affiliates and any person that is under common control with you.
You have a related person that is a (check all that apply):
(1) (2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
broker­dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
other investment adviser (including financial planners)
registered municipal advisor
registered security­based swap dealer
major security­based swap participant
commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
futures commission merchant
banking or thrift institution
trust company
accountant or accounting firm
lawyer or law firm
insurance company or agency
pension consultant
real estate broker or dealer
sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A.
of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in
connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer
clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised
persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a
conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to
your clients (other than any mutual fund transfer agent pursuant to rule 206(4)­2(b)(1)), regardless of whether you have determined the related
person to be operationally independent under rule 206(4)­2 of the Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person: INSERO & COMPANY CPAS, P.C.
2.
Primary Business Name of Related Person: INSERO & COMPANY CPAS, P.C.
3.
Related Person's SEC File Number (if any) (e.g., 801­, 8­, 866­, 802­) ­ or Other 4.
Related Person's CRD Number (if any):
5.
Related Person is: (check all that apply) (a) broker­dealer, municipal securities dealer, or government securities broker or dealer
(b)
other investment adviser (including financial planners)
(c)
registered municipal advisor
(d)
registered security­based swap dealer
(e)
major security­based swap participant
(f)
commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g)
futures commission merchant
(h)
banking or thrift institution
(i)
trust company
(j)
accountant or accounting firm
(k)
lawyer or law firm
(l)
insurance company or agency
(m)
pension consultant
(n)
real estate broker or dealer
(o)
sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p)
sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6.
Do you control or are you controlled by the related person?
7.
Are you and the related person under common control?
8.
(a)
Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b)
If you are registering or registered with the SEC and you have answered “yes,” to question 8(a) above, have you overcome the
presumption that you are not operationally independent (pursuant to rule 206(4)­(2)(d)(5)) from the related person and thus are not
required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person?
(c)
If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1:
City:
State:
If this address is a private residence, check this box: Number and Street 2:
Country:
ZIP+4/Postal Code:
Yes No
9.
(a)
If the related person is an investment adviser, is it exempt from registration?
(b)
If the answer is yes, under what exemption?
10. (a)
(b)
Is the related person registered with a foreign financial regulatory authority ?
If the answer is yes, list the name and country, in English, of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund? If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the
next sentence and in Instruction 6 of the Instructions to Part 1A. If another adviser reports this information with respect to any such private fund in
Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private
fund. You must, instead, complete Section 7.B.(2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or
alphabetical code, or similar designation, pursuant to rule 204­2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the
same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which
conflicts of interest may occur between you and your clients.
Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.
Proprietary Interest in Client Transactions
A. Do you or any related person:
Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary
(ownership) interest (other than those mentioned in Items 8.A.(1) or (2))?
Sales Interest in Client Transactions
B.
Do you or any related person:
Yes No
(1) as a broker­dealer or registered representative of a broker­dealer, execute securities trades for brokerage customers in which advisory
client securities are sold to or bought from the brokerage customer (agency cross transactions)?
(2) recommend purchase of securities to advisory clients for which you or any related person serves as underwriter, general or managing
partner, or purchaser representative?
(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than
the receipt of sales commissions as a broker or registered representative of a broker­dealer)?
Investment or Brokerage Discretion
C.
Do you or any related person have discretionary authority to determine the:
Yes No
(1) securities to be bought or sold for a client's account?
(2) amount of securities to be bought or sold for a client's account?
(3) broker or dealer to be used for a purchase or sale of securities for a client's account?
(4) commission rates to be paid to a broker or dealer for a client's securities transactions?
D.
If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?
E.
Do you or any related person recommend brokers or dealers to clients?
F.
If you answer "yes" to E above, are any of the brokers or dealers related persons?
G.
(1) Do you or any related person receive research or other products or services other than execution from a broker­dealer or a third party
("soft dollar benefits") in connection with client securities transactions?
(2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under
section 28(e) of the Securities Exchange Act of 1934?
H.
Do you or any related person, directly or indirectly, compensate any person for client referrals?
I.
Do you or any related person, directly or indirectly, receive compensation from any person for client referrals?
In responding to Items 8.H and 8.I., consider all cash and non­cash compensation that you or a related person gave to (in answering Item 8.H) or
received from (in answering Item 8.I) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or
amount of client referrals. Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the
Investment Company Act of 1940) assets and about your custodial practices.
A. (1) Do you have custody of any advisory clients':
Yes No
(a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory
fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients,
but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)­(2)(d)(5)) from the related
person.
(2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
you have custody:
U.S. Dollar Amount
Total Number of Clients
(a) $ 0
(b) 0
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients’ accounts,
do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client
assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your
response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).
B.
(1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients':
Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
(2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which
your related persons have custody:
U.S. Dollar Amount
Total Number of Clients
(a) $ 1,951,628
(b) 2
C.
If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the
following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial
statements are distributed to the investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities.
(4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons
are qualified custodians for client funds and securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or
prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already
provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).
D.
Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients?
Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s)
If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule
206(4)­2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally
independent under rule 206(4)­2 of the Advisers Act.
E.
If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last
fiscal year, provide the date (MM/YYYY) the examination commenced: F.
If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons,
act as qualified custodians for your clients in connection with advisory services you provide to clients? 5
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a
pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each
independent public accountant.
(1) Name of the independent public accountant:
MENGEL METZGER BARR & CO. LLP
(2) The location of the independent public accountant's office responsible for the services provided:
Number and Street 1:
Number and Street 2:
100 CHESTNUT ST.
SUITE 1200
City:
State:
Country:
ZIP+4/Postal Code:
ROCHESTER
New York
UNITED STATES
14604
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board?
(4) If yes to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in
accordance with its rules?
(5) The independent public accountant is engaged to:
A. audit a pooled investment vehicle
B. perform a surprise examination of clients' assets
C. prepare an internal control report
(6) Does any report prepared by the independent public accountant that audited the pooled investment vehicle or that examined internal controls
contain an unqualified opinion?
Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's
report is available.
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct
owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you
reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B.
If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities
Exchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to
determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an
investment adviser, and to identify potential problem areas to focus on during our on­site examinations. One event may result in "yes" answers to more than
one of the questions below.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2)
all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by
you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten
years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit
your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For
purposes of calculating this ten­year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal
from preliminary orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate:
Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to
charges that are currently pending.
B.
In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment­related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury,
forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to
charges that are currently pending.
For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment­related business having its authorization to do business denied,
suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment­related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any
activity?
Yes No
D.
Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment­related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment­related business having its authorization to do business
denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment­related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory
affiliate, by order, from associating with an investment­related business or restricted your or any advisory affiliate's activity?
E.
Has any self­regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule
(3) found you or any advisory affiliate to have been the cause of an investment­related business having its authorization to do business
denied, suspended, revoked, or restricted?
violation" under a plan approved by the SEC)?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending
you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities?
F.
Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or
suspended?
G.
Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,
11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court:
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment­related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment­related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment­related civil action brought against you or any advisory affiliate
by a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
Yes No
Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine
whether you meet the definition of "small business" or "small organization" under rule 0­7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets
under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a
current state registration, or switching from SEC to state registration.
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total
assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries
included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by
contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25
percent or more of the profits, of another person is presumed to control the other person.
Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?
If "yes," you do not need to answer Items 12.B. and 12.C.
B.
Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form
ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal
year?
C.
Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in
response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on
the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive
officers. Use Schedule C to amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is
required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar
status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public
reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a
class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother­in­law, father­in­law, son­in­law, daughter­in­law, brother­in­law, or sister­in­law, sharing
the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or
have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of your capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5%
or more of your capital, and (ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No 4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner or executive officer is an individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or
member; and for shareholders or members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA ­ less than 5%
B ­ 10% but less than 25% D ­ 50% but less than 75%
A ­ 5% but less than 10%
C ­ 25% but less than 50%
E ­ 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does
not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are
control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last
Name, First Name, Middle Name)
DE/FE/I Status
Date Status
Acquired
MM/YYYY
Ownership Control PR CRD No. If None: S.S. No. and Date of
Code
Person
Birth, IRS Tax No. or Employer ID No.
INSERO, FRANK, A
I
MANAGING
MEMBER
10/1998
E
Y
N
4359720
INSERO, SHARON, B
I
CHIEF
COMPLIANCE
OFFICER
12/2011
NA
Y
N
6036138
Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete
Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct
the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother­in­law, father­in­law, son­in­law, daughter­in­law, brother­in­law, or sister­in­law, sharing the same residence;
or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon
dissolution, or have contributed, 25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have
contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of
the Exchange Act) is reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or
"I" if the owner is an individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
6. Ownership codes are: C ­ 25% but less than 50% E ­ 75% or more
D ­ 50% but less than 75%
F ­ Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person
does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees
are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
No Information Filed
Schedule D ­ Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
DRP Pages
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Part 2
Exemption from brochure delivery requirements for SEC­registered advisers
SEC rules exempt SEC­registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a
brochure to all of your advisory clients, you do not have to prepare a brochure.
Yes No
Are you exempt from delivering a brochure to all of your clients under these rules?
If no, complete the ADV Part 2 filing below.
Amend, retire or file new brochures:
Brochure ID
Brochure Name
124096
INSERO WEALTH STRATEGIES LLC FORM Individuals, High net worth individuals,
ADV PART 2
Foundations/charities, Other institutional
Brochure Type(s)
Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the
state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to
receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand
for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state
action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or
arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b)
is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of
1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of
the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under
penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other
information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody
or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: SHARON INSERO
Date: MM/DD/YYYY 03/26/2015
Printed Name:
SHARON INSERO
Title: CHIEF COMPLIANCE OFFICER
Adviser CRD Number: 108945
NON­RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to
the SEC and all amendments.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or
other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons
may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers,
and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration
brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in
connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the
provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940,
or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice
filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws
from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this
irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.
3. Non­Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in
Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission,
correct, current, and complete copies of any or all records that you are required to maintain under Rule 204­2 under the Investment Advisers Act of 1940.
This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of
attorney or any of your general partners and managing agents.
Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non­resident investment adviser. The investment adviser and I both
certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits
and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody
or possession of these books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
Printed Name:
Title: Adviser CRD Number: 108945
© 2015 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc.
Privacy Legal Terms & Conditions
Item 1 – Cover Page
Insero Wealth Strategies, LLC
2 State Street, Suite 300
Rochester, NY 14614
(585) 454-6996
www.inserowealthstrategies.com
March 26, 2015
This Brochure provides information about the qualifications and business practices of
Insero Wealth Strategies, LLC [“IWS”]. If you have any questions about the contents of this
Brochure, please contact us at (585) 454-6996 or at
[email protected]. The information in this Brochure has not been
approved or verified by the United States Securities and Exchange Commission or by any
state securities authority.
IWS is a registered investment adviser. Registration of an Investment Adviser does not
imply any level of skill or training. The oral and written communications of an Adviser
provide you with information about which you determine to hire or retain an Adviser.
Additional information about IWS also is available on the SEC’s website at
www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known
as a CRD number. The CRD number for IWS is 108945.
i
Item 2 – Material Changes
This Item of the Brochure will discuss only specific material changes that are made to the
Brochure since the last annual update and provide clients with a summary of such
changes. The last update of our Brochure was November 3, 2014.
This Brochure has been amended to omit certain services no longer performed by
IWS and to clarify IWS’s services. Effective January 1, 2015 IWS no longer has a
relationship with Dopkins Wealth Management, LLC for support services to assist IWS
in its wealth management services. Instead, IWS will work directly with BAM Advisor
Services, LLC. Items 4 and 10 of the Brochure have been updated to our use of BAM
Advisor Services, LLC as a discretionary fixed income sub-adviser to client portfolios
and as a back office service provider to IWS.
Additionally, please note that we have updated the Assets Under Management information
in Item 4 in accordance with the filing of our Annual Updating Amendment.
(Brochure Date: March 26, 2015)
(Date of Most Recent Annual Updating Amendment: March 26, 2015)
A copy of the complete Brochure may be requested at any time free of charge by contacting
[email protected], telephone us at (585) 454-6996 or mail your
request to the address below.
Insero Wealth Strategies, LLC
2 State Street, Suite 300, Rochester, NY 14614
Fax Number: (585) 454-4024
E-mail Address: [email protected]
.
ii
Item 3 -Table of Contents
Item 1 – Cover Page ............................................................................................................................................... i
Item 2 – Material Changes ................................................................................................................................. ii
Item 3 – Table of Contents ................................................................................................................................ iii
Item 4 – Advisory Business ............................................................................................................................... 1
Item 5 – Fees and Compensation .................................................................................................................... 3
Item 6 – Performance-Based Fees and Side-By-Side Management ................................................... 5
Item 7 – Types of Clients .................................................................................................................................... 6
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 6
Item 9 – Disciplinary Information .................................................................................................................. 8
Item 10 – Other Financial Industry Activities and Affiliations ............................................................ 8
Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading .............. 9
Item 12 – Brokerage Practices ...................................................................................................................... 10
Item 13 – Review of Accounts ....................................................................................................................... 12
Item 14 – Client Referrals and Other Compensation ........................................................................... 13
Item 15 – Custody .............................................................................................................................................. 14
Item 16 – Investment Discretion ................................................................................................................. 14
Item 17 – Voting Client Securities ............................................................................................................... 15
Item 18 – Financial Information................................................................................................................... 15
Brochure Supplements (provided to clients)
iii
Item 4 – Advisory Business
Insero Wealth Strategies, LLC is solely owned by Frank Insero, Managing Member and has
been providing advisory services since 1998.
As of January 1, 2015, IWS managed $72,010,636 on a discretionary basis. IWS does not
manage client assets on a non-discretionary basis. In addition, as of January 1, 2015 IWS
advised on $9,697,219 of self-directed retirement account assets.
Investment Management Services:
IWS manages investment portfolios for individuals, including high net worth individuals,
trusts, qualified retirement plans, charitable organizations and businesses. IWS will work
with a client to determine the client's investment objectives and investor risk profile and
will design a written investment policy statement. IWS uses investment and portfolio
allocation software to evaluate alternative portfolio designs. IWS evaluates the client's
existing investments with respect to the client's investment policy statement. IWS works
with new clients to develop a plan to transition from the client's existing portfolio to the
desired portfolio. IWS will then continuously monitor the client's portfolio holdings and the
overall asset allocation strategy and hold review meetings with the client regarding the
account as necessary.
IWS will typically create a portfolio of no-load mutual funds, and may use model portfolios
if the models match the client's investment policy. IWS will allocate the client's assets
among various investments taking into consideration the overall management style
selected by the client. IWS primarily recommends portfolios consisting of passively
managed asset class and index mutual funds. IWS primarily recommends mutual funds
offered by Dimensional Fund Advisors (DFA), Vanguard and Bridgeway as well as other
similar mutual funds and exchange traded funds. DFA sponsored mutual funds follow a
passive asset class investment philosophy with low holdings turnover.
Client portfolios may also include some individual equity securities in situations where
disposition of these securities would present an overriding tax implication or the client
specifically requests they be retained for a personal reason. These situations will be
specifically identified by the client.
IWS manages mutual fund and equity portfolios on a discretionary basis according to the
investment policy selected by the client.
1
A client may impose any reasonable restrictions on IWS’ discretionary authority, including
restrictions on the types of securities in which IWS may invest client’s assets and on
specific securities, which the client may believe to be appropriate.
IWS may also recommend fixed income portfolios to investment management clients,
which consist of managed accounts of individual bonds. IWS will request investment
management clients to provide discretionary authority to a third party fixed income
manager. IWS will prepare a Fixed Income Investment Policy Statement for any client
qualifying for separate fixed income portfolio services.
Pursuant to its fixed income discretionary authority, IWS will retain a fixed income
securities manager. The fixed income securities manager will be provided with the
discretionary authority to invest client assets in fixed income securities consistent with the
client’s fixed income objectives. The manager will also monitor the account for changes in
credit ratings, security call provisions, and tax loss harvesting opportunities (to the extent
that the manager is provided with cost basis information). The manager will obtain IWS’
consent prior to the sale of any client securities.On an ongoing basis, IWS will answer
clients’ inquiries regarding their accounts and review periodically with clients the
performance of their accounts. IWS will periodically, and at least annually, review clients’
investment policy, risk profile and discuss the re-balancing of each client's accounts to the
extent appropriate. IWS will provide to investment manager any updated client financial
information or account restrictions necessary for investment manager to provide subadvisory services.
In addition to managing the client’s investment portfolio, IWS may consult with clients on
various financial areas including income and estate tax planning, business sale structures,
college financial planning, retirement planning, insurance analysis, personal cash flow
analysis, establishment and design of retirement plans and trust designs, among other
things.
Employee Benefit Retirement Plan Services
IWS also provides advisory services to participant-directed retirement plans through third
party administration services, which are online bundled service providers offering an
opportunity for plan sponsors to provide their participants with daily account access,
valuation, and investment education.
IWS will analyze the plan's current investment platform, and assist the plan in creating an
investment policy statement defining the types of investments to be offered and the
restrictions that may be imposed. IWS will recommend investment options to achieve the
2
plan's objectives, provide participant education meetings, and monitor the performance of
the plan's investment vehicles.
IWS will recommend changes in the plan's investment vehicles as may be appropriate from
time to time. IWS generally will review the plan's investment vehicles and investment
policy as necessary.
For certain retirement plans, IWS may also work in coordination and support with BAM
Advisor Services, LLC (“BAM”). Retirement plan clients will engage both IWS and BAM.
BAM will provide to the client additional discretionary investment management services
and will exercise discretionary authority to select the plan investments made available to
the plans’ participants by selecting and maintaining the plans’ investments according to the
goals and investment objectives of the plan.
IWS will continue to work with plans to monitor plan investments, provide fiduciary plan
advice including regular considerations of the goals and objectives of the plan, and provide
participant education services to the plan.
Item 5 – Fees and Compensation
In certain circumstances, all fees, including minimum fees may be negotiable. In addition,
their applications to family circumstances may be negotiable.
Advance fee payments will never exceed $1200 for work that will not be completed within
six months.
IWS has contracted with BAM Advisor Services, LLC (BAM), for services
including trade processing, collection of management fees, record maintenance, report
preparation, marketing assistance, and research. IWS has also contracted with BAM for
sub-advisory services with respect to clients’ fixed income accounts. IWS pays a fee for
BAM services based on management fees paid to IWS on accounts that use BAM Advisor
Services. The fee paid by IWS to BAM consists of a portion of the fee paid by clients to IWS
and varies based on the total client assets participating in BAM Advisor Services through
IWS. These fees are not separately charged to advisory clients. The fee charged by IWS to
its clients includes all sub-advisory fees charged by BAM.
The specific manner in which fees are charged by IWS is established in a client’s written
agreement with IWS. Investment Management clients will be invoiced in advance at the
beginning of each calendar quarter based upon the value (market value based on
3
independent third party sources or fair market value in the absence of market value; client
account balances on which IWS calculates fees may vary from account custodial
statements based on independent valuations and other accounting variances, including
mechanisms for including accrued interest in account statements) of the client’s account at
the end of the previous quarter. New accounts are charged a prorated fee for the remainder
of the quarter in which the account is incepted (date of first trade).
For Investment Management Services, IWS will request authority from the client to receive
quarterly payments directly from the client's account held by an independent custodian.
Clients may provide written limited authorization to IWS or its designated service
provider, BAM, to withdraw fees from the account. Clients will receive custodial statements
showing the advisory fees debited from their account(s). Certain third party administrators
will calculate and debit IWS’ fee and remit such fee to IWS.
Clients may terminate without penalty by providing written notice of cancellation to the
Advisor within 5 business days of the date of signing the client agreement. Thereafter, a
client agreement may be canceled at any time, by either party, for any reason upon receipt
of 30 days written notice. Upon termination of any account, any prepaid, unearned fees will
be promptly refunded.
IWS’ fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which shall be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third party investment and other third parties such as fees
charged by managers, custodial fees, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and exchange traded funds also charge internal management
fees, which are disclosed in a fund’s prospectus. These fees will generally include a
management fee and other fund expenses. All fees paid to IWS for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds and
ETFs to their shareholders.
Such charges, fees and commissions are exclusive of and in addition to IWS’ fee, and IWS
shall not receive any portion of these commissions, fees, and costs.
4
Advisory Fees
Investment Management Services:
The annual fee for investment management services will be charged as a percentage of
assets under management, according to the schedule below:
Assets under management
Up to $299,999
$300,000 to $499,999
$500,000 to $999,999
$1,000,000 or greater
Annual Fee (%)
1.50%
1.25%
1.00%
0.90%
Employee Benefit Retirement Plan Services:
The annual fee for plan services will be charged as a percentage of assets within the plan.
Assets Under
Management
On the first $1,000,000
On the next $4,000,000
On the next $5,000,000
On all amounts above
$10,000,000
BAM’s Annual Fee
IWS Annual Fee
Total Fee
0.20%
0.15%
0.075%
0.05%
0.70%
0.45%
0.25%
0.15%
0.90%
0.60%
0.325%
0.20%
Item 6 – Performance-Based Fees and Side-By-Side Management
IWS does not charge any performance-based fees (fees based on a share of capital gains on
or capital appreciation of the assets of a client). All fees are calculated as described above
and are not charged on the basis of income or capital gains or capital appreciation of the
funds or any portion of the funds of an advisory client.
5
Item 7 – Types of Clients
IWS provides services to individuals, including high net worth individuals, trusts, qualified
retirement plans, charitable organizations and businesses.
IWS does not currently have minimum fee/account size requirements.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategy
IWS ' services are based on long-term investment strategies incorporating the principles of
Modern Portfolio Theory. IWS ' investment approach is firmly rooted in the belief that
markets are "efficient" over periods of time and that investors' long-term returns are
determined principally by asset allocation decisions, rather than market timing or stock
picking. IWS recommends diversified portfolios, principally through the use of passively
managed, asset class mutual funds. IWS selects or recommends to clients portfolios of
securities, principally broadly-traded open end mutual funds or conservative fixed income
securities to implement this investment strategy.
Although all investments involve risk, IWS ' investment advice seeks to limit risk through
broad diversification among asset classes and, as appropriate for particular clients,
investment directly in conservative fixed income securities to represent the fixed income
class. IWS ' investment philosophy is designed for investors who desire a buy and hold
strategy. Frequent trading of securities increases brokerage and other transaction costs
that IWS ' strategy seeks to minimize.
In the implementation of investment plans, IWS therefore primarily uses institutional, noload mutual funds and, as appropriate, portfolios of conservative fixed income securities.
IWS may also utilize Exchange Traded Funds (ETFs) to represent a market sector.
Clients may hold or retain other types of assets as well, and IWS may offer advice regarding
those various assets as part of its services. Advice regarding such assets will generally not
involve asset management services but may help to more generally assist the client.
IWS’ strategies do not utilize securities that we believe would be classified as having any
unusual risks, and we do not recommend frequent trading, which can increase brokerage
and other costs and taxes.
6
IWS receives supporting research from BAM Advisor Services and from other consultants,
including economists affiliated with Dimensional Fund Advisors (“DFA”). IWS utilizes DFA
mutual funds in client portfolios. DFA mutual funds follow a passive asset class investment
philosophy with low holdings turnover. DFA provides historical market analysis,
risk/return analysis, and continuing education to IWS.
Analysis of a Client’s Financial Situation
In the development of investment plans for clients, including the recommendation of an
appropriate asset allocation, IWS relies on an analysis of the client’s financial objectives,
current and estimated future resources, and tolerance for risk. To derive a recommended
asset allocation, IWS may use a Monte Carlo simulation, a standard statistical approach for
dealing with uncertainty. As with any other methods used to make projections into the
future, there are several risks associated with this method, which may result in the client
not being able to achieve their financial goals. They include:




The risk that expected future cash flows will not match those used in the analysis
The risk that future rates of return will fall short of the estimates used in the
simulation
The risk that inflation will exceed the estimates used in the simulation
For taxable clients, the risk that tax rates will be higher than was assumed in the
analysis
Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear.
All investments present the risk of loss of principal – the risk that the value of securities
(mutual funds, ETFs and individual bonds), when sold or otherwise disposed of, may be
less than the price paid for the securities. Even when the value of the securities when sold
is greater than the price paid, there is the risk that the appreciation will be less than
inflation. In other words, the purchasing power of the proceeds may be less than the
purchasing power of the original investment.
The mutual funds and ETFs utilized by IWS may include funds invested in domestic and
international equities, including real estate investment trusts (REITs), corporate and
government fixed income securities and commodities. Equity securities may include large
capitalization, medium capitalization and small capitalization stocks. Mutual funds and ETF
shares invested in fixed income securities are subject to the same interest rate, inflation
and credit risks associated with the underlying bond holdings.
7
Among the riskiest mutual funds used in IWS ’ investment strategies funds are the U.S. and
International small capitalization and small capitalization value funds, emerging markets
funds, and commodity futures funds. Conservative fixed income securities have lower risk
of loss of principal, but most bonds (with the exception of Treasury Inflation Protected
Securities, or TIPS) present the risk of loss of purchasing power through lower expected
return. This risk is greatest for longer-term bonds.
Certain funds utilized by IWS may contain international securities. Investing outside the
United States involves additional risks, such as currency fluctuations, periods of illiquidity
and price volatility. These risks may be greater with investments in developing countries.
More information about the risks of any particular market sector can be reviewed in
representative mutual fund prospectuses managing assets within each applicable sector.
Item 9 – Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any
legal or disciplinary events that would be material to your evaluation of IWS or the
integrity of IWS ’ management. IWS has no information applicable to this Item.
Item 10 – Other Financial Industry Activities and Affiliations
Affiliated Accounting Firm
Mr. Frank Insero, sole Managing Member of IWS, is individually licensed and is a retired
Certified Public Accountant who from time to time provides accounting, tax and business
consulting services for separate and typical compensation at Insero and Company, CPAs,
P.C. (“I&C”). Mr. Insero was the Founder of I&C but no longer maintains any ownership or
operating control of the accounting firm.
IWS may recommend I&C to advisory clients in need of accounting services and I&C may
recommend IWS accounting clients in need of advisory services. Services provided by I&C
are separate and distinct from the advisory services of IWS. There are no referral fee
arrangements between the firms for these recommendations. No IWS client is obligated to
use I&C for any accounting services and no I&C client is obligated to use the advisory
services provided by IWS.
Mr. Insero will spend up to 20% of his time in the CPA firm practice.
8
BAM Advisor Services, LLC
As described above in Item 4, IWS may exercise discretionary authority provided by a
client to select an independent third party investment manager for the management of
portfolios of individual fixed income securities. IWS selects BAM Advisor Services, LLC for
such fixed income management. IWS also contracts with BAM Advisor Services, LLC for
back office services and assistance with portfolio modeling. IWS has a fiduciary duty to
select qualified and appropriate managers in the client’s best interest, and believes that
BAM Advisor Services, LLC effectively provides both the back office services that assist with
its overall investment advisory practice and fixed income portfolio management services.
The management of IWS continuously makes this assessment. While IWS has a contract
with BAM Advisor Services, LLC governing a time period for back office services, IWS has
no such fixed commitment to the selection of BAM Advisor Services, LLC for fixed income
management services and may select another investment manager for clients upon
reasonable notice to BAM Advisor Services, LLC.
Alesco Advisors LLC
IWS also recommends Alesco Advisors to certain clients. IWS receives a portion of the
advisory fee charged by Alesco Advisors. IWS will continue to review its recommendation
of Alesco Advisors and will provide clients to whom IWS recommends Alesco Advisors a
referral fee disclosure statement indicating IWS’ specific fee to be received.
Item 11 – Code of Ethics, Participation in Client Transactions and
Personal Trading
IWS has adopted a Code of Ethics expressing the firm's commitment to ethical conduct.
IWS' Code of Ethics describes the firm's fiduciary duties and responsibilities to clients and
sets forth IWS ' practice of supervising the personal securities transactions of employees
with access to client information. Individuals associated with IWS may buy or sell securities
for their personal accounts identical or different than those recommended to clients. It is
the expressed policy of IWS that no person employed by the firm shall prefer his or her
own interest to that of an advisory client or make personal investment decisions based on
investment decisions of advisory clients.
To supervise compliance with its Code of Ethics, IWS requires that anyone associated with
this advisory practice with access to advisory recommendations provide annual securities
holding reports and quarterly transaction reports to the firm's principal. IWS also requires
9
such access persons to receive approval from the Chief Compliance Officer prior to
investing in any IPO's or private placements (limited offerings).
IWS’ Code of Ethics further includes the firm's policy prohibiting the use of material nonpublic information and protecting the confidentiality of client information. IWS requires
that all individuals must act in accordance with all applicable Federal and State regulations
governing registered investment advisory practices. Any individual not in observance of
the above may be subject to discipline.
IWS will provide a complete copy of its Code of Ethics to any client or prospective upon
request.
It is IWS policy that the firm will not affect any principal or agency cross securities
transactions for client accounts. IWS will also not cross trades between client accounts.
Principal transactions are generally defined as transactions where an advisor, acting as
principal for its own account or the account of an affiliated broker-dealer, buys from or
sells any security to any advisory client. A principal transaction may also be deemed to
have occurred if a security is crossed between an affiliated private fund and another client
account. An agency cross transaction is defined as a transaction where a person acts as an
investment advisor in relation to a transaction in which the investment advisor, or any
person controlled by or under common control with the investment advisor, acts as broker
for both the advisory client and for another person on the other side of the transaction.
Agency cross transactions may arise where an advisor is dually registered as a brokerdealer or has an affiliated broker-dealer.
Item 12 – Brokerage Practices
IWS arranges for the execution of securities transactions with the assistance of BAM
Advisor Services. Through BAM, IWS may participate in the Schwab Advisor Services (SAS)
program offered to independent investment advisers by Charles Schwab & Company, Inc.
and the Fidelity Institutional Wealth Services (FIWS) program, sponsored by Fidelity
Brokerage Services, LLC ("Fidelity"). Schwab and Fidelity are FINRA registered broker
dealers.
The Schwab and Fidelity brokerage programs will generally be recommended to advisory
clients for the execution of mutual fund and equity securities transactions. IWS regularly
reviews these programs to ensure that its recommendations are consistent with its
fiduciary duty. These trading platforms are essential to IWS service arrangements and
capabilities, and IWS may not accept clients who direct the use of other brokers. As part of
10
these programs, IWS receives benefits that it would not receive if it did not offer
investment advice (see the disclosure under Item 14 of this Brochure).
As IWS will not request the discretionary authority to determine the broker dealer to be
used or the commission rates to be paid for mutual fund and equity securities transactions,
clients must direct IWS as to the broker dealer to be used. In directing the use of a
particular broker or dealer, it should be understood that IWS will not have authority to
negotiate commissions among various brokers or obtain volume discounts, and best
execution may not be achieved. Not all investment advisers require clients to direct the use
of specific brokers.
IWS will not exercise authority to arrange client transactions in fixed income securities.
Clients will provide this authority to a fixed income manager engaged by IWS on the client's
behalf by designating the portfolio manager with trading authority over the client's
brokerage account. Clients will be provided with the Disclosure Brochure (Form ADV Part
2) of the portfolio manager.
Schwab and Fidelity do not generally charge clients a custody fee and are compensated by
account holders through commissions or other transaction-related fees for securities
trades that are executed through the broker or that settle into the clients' accounts at the
brokers. Trading client accounts through other brokers may result in fees (including markups and mark-downs) being charged by the custodial broker and an additional broker.
While IWS will not arrange transactions through other brokers, the authority of the fixed
income portfolio manager includes the ability to trade client fixed income assets through
other brokers.
IWS does not have any arrangements to compensate any broker dealer for client referrals.
IWS does not maintain any client trade error gains. IWS makes clients whole with respect
to any trade error losses incurred by the client caused by IWS.
IWS generally does not aggregate any client transactions in mutual fund or other securities.
Client accounts are individually reviewed and managed, and transaction costs are not
saved by aggregating orders in almost all circumstances in which IWS arranges
transactions. BAM Advisor Services, LLC, in the management of fixed income portfolios,
will aggregate certain transactions among client accounts that it manages, in which case an
IWS client’s orders may be aggregated with an order for another client of BAM Advisor
Services, LLC who is not an IWS client. See BAM Advisor Services, LLC Form ADV Part 2.
11
Employee Benefit Retirement Plan Services:
IWS does not arrange for the execution of securities transactions for plans as a part of this
service. Transactions are executed directly through employee plan participation.
Item 13 – Review of Accounts
Reviews:
Investment Management Services:
Account assets are supervised continuously and formally reviewed quarterly by Frank
Insero, sole Managing Member of IWS. The review process contains each of the following
elements:
a.
b.
c.
d.
assessing client goals and objectives;
evaluating the employed strategy(ies);
monitoring the portfolio(s); and
addressing the need to rebalance.
Additional account reviews may be triggered by any of the following events:
a. a specific client request;
b. a change in client goals and objectives;
c. an imbalance in a portfolio asset allocation; and
d. market/economic conditions.
For fixed income portfolios, certain account review responsibilities are delegated to a third
party investment manager as described above in Item 4.
Employee Benefit Retirement Plan Services:
Plan assets are reviewed on a quarterly basis, and according to the standards and
situations described above for investment management accounts.
12
Reports:
Investment Management Services:
All clients will receive quarterly performance reports, prepared by BAM and reviewed by
IWS that summarize the client's account and asset allocation. Clients will also receive at
least quarterly statements from their account custodian, which will outline the client's
current positions and current market value.
Employee Benefit Retirement Plan Services:
Plan sponsors are provided with quarterly information and annual performance reviews
from IWS. In addition, plan participant education information may also be provided to the
Plan Sponsor or Administrator for distribution to the participants of the plan.
Item 14 – Client Referrals and Other Compensation
IWS has a referral relationship with Alecso Advisors LLC for which IWS receives
compensation from Alesco Advisors LLC for the referral of clients. Alesco Advisors LLC is
the advisor to the clients referred by IWS and IWS acts as a subadvisor.
As indicated under the disclosure for Item 12, SAS and FIWS each respectively provide IWS
with access to services, which are not available to retail investors. These services generally
are available to independent investment advisors on an unsolicited basis at no charge to
them.
These services benefit IWS but may not benefit its clients' accounts. Many of the products
and services assist IWS in managing and administering clients' accounts. These include
software and other technology that provide access to client account data (such as trade
confirmations and account statements), facilitate trade execution (and allocation of
aggregated trade orders for multiple client accounts), provide research, pricing
information and other market data, facilitate payment of IWS ' fees from its clients'
accounts, and assist with back-office functions, recordkeeping and client reporting. Many of
these services generally may be used to service all or a substantial number of IWS '
accounts. Recommended brokers also make available to IWS other services intended to
help IWS manage and further develop its business enterprise. These services may include
consulting, publications and conferences on practice management, information technology,
business succession, regulatory compliance, and marketing. IWS does not, however, enter
13
into any commitments with the brokers for transaction levels in exchange for any services
or products from brokers. While as a fiduciary, IWS endeavors to act in its clients' best
interests, IWS ' requirement that clients maintain their assets in accounts at SAS or FIWS
may be based in part on the benefit to IWS of the availability of some of the foregoing
products and services and not solely on the nature, cost or quality of custody and
brokerage services provided by the brokers, which may create a potential conflict of
interest.
IWS also receives software from DFA, which IWS utilizes in forming asset allocation
strategies and producing performance reports. DFA also provides continuing education for
IWS personnel. These services are designed to assist IWS plan and design its services for
business growth.
IWS had a previous relationship with Dopkins Wealth Management (DWM) in which it
received referral fees from DWM for referring client to DWM. IWS no longer makes such
referrals or receives fees from DWM. As a result of terminating the referral relationship
IWS pays to DWM a fee representing a portion of the fees charged to clients previously
referred to DWM and now managed directly by IWS.
Item 15 – Custody
Investment Management clients should receive at least quarterly statements from the
broker dealer, bank or other qualified custodian that holds and maintains client’s
investment assets. IWS urges you to carefully review such statements and compare such
official custodial records to the account statements that we may provide to you. Our
statements may vary from custodial statements based on accounting procedures, reporting
dates, or valuation methodologies of certain securities.
Item 16 – Investment Discretion
IWS requests that it be provided with written authority to determine which securities and
the amounts of securities that are bought or sold. For fixed income securities, this authority
will include the discretion to retain a third party money manager for fixed income
accounts. Any limitations on this discretionary authority shall be included in this written
authority statement. Clients may change/amend these limitations as required. Such
amendments shall be submitted in writing.
14
When selecting securities and determining amounts, IWS observes the investment policies,
limitations and restrictions of the clients for which it advises. Investment guidelines and
restrictions must be provided to IWS in writing.
Item 17 – Voting Client Securities
Proxy Voting: As a matter of firm policy and practice, IWS does not accept the authority to
and does not vote proxies on behalf of advisory client. Clients retain the responsibility for
receiving and voting proxies for any and all securities maintained in client portfolios.
Clients will receive applicable proxies directly from the issuer of securities held in clients’
investment portfolios. IWS, however, may provide advice to clients regarding the clients'
voting of proxies.
Class Actions, Bankruptcies and Other Legal Proceedings: Clients should note that IWS will
neither advise nor act on behalf of the client in legal proceedings involving companies
whose securities are held or previously were held in the client’s account(s), including, but
not limited to, the filing of “Proofs of Claim” in class action settlements. If desired, clients
may direct IWS to transmit copies of class action notices to the client or a third party. Upon
such direction, IWS will make commercially reasonable efforts to forward such notices in a
timely manner.
Item 18 – Financial Information
Registered investment advisers are required in this Item to provide you with certain
financial information or disclosures about IWS’ financial condition. IWS has no financial
commitment that impairs its ability to meet contractual and fiduciary commitments to
clients, and has not been the subject of a bankruptcy proceeding.
15
Item 1- Cover Page
Frank A. Insero
Insero Wealth Strategies, LLC
2 State Street, Suite 300, Rochester, NY 14614
(585) 454-6996
March 26, 2015
This brochure supplement provides information about Frank A. Insero that supplements the
Insero Wealth Strategies, LLC brochure. You should have received a copy of that brochure.
Please contact Sharon Insero if you did not receive Insero Wealth Strategies, LLC’s brochure
or if you have any questions about the contents of this supplement.
Item 2- Educational Background and Business Experience
FRANK INSERO, CPA
BORN: 1949
EDUCATION:
Mr. Insero graduated from State University of New York at Buffalo, N.Y. in 1971 with a
Bachelor of Science in Accounting.
BUSINESS BACKGROUND:

Managing Member of Insero Wealth Strategies, LLC, 1998 to Present.

Retired Partner of Insero & Company CPAs, 07/2014 to present. Partner of Insero &
Company CPAs, 10/2005 to 07/2014.
Certified Public Accountant (CPA)
CPAs are licensed and regulated by their state boards of accountancy. While state laws and
regulations vary, the education, experience and testing requirements for licensure as a CPA
generally include minimum college education (typically 150 credit hours with at least a
baccalaureate degree and a concentration in accounting), minimum experience levels
(most states require at least one year of experience providing services that involve the use
of accounting, attest, compilation, management advisory, financial advisory, tax or
consulting skills, all of which must be achieved under the supervision of or verification by a
CPA), and successful passage of the Uniform CPA Examination. In order to maintain a CPA
license, states generally require the completion of 40 hours of continuing professional
education (CPE) each year (or 80 hours over a two year period or 120 hours over a three
year period). Additionally, all American Institute of Certified Public Accountants (AICPA)
members are required to follow a rigorous Code of Professional Conduct which requires that
they act with integrity, objectivity, due care, competence, fully disclose any conflicts of
interest (and obtain client consent if a conflict exists), maintain client confidentiality,
disclose to the client any commission or referral fees, and serve the public interest when
providing financial services.
Item 3- Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any
legal or disciplinary events that would be material to your evaluation of each supervised
person providing investment advice. No information is applicable to this Item.
Item 4- Other Business Activities
Mr. Insero is a Retired Partner of the accounting firm, Insero and Company, CPAs, P.C. Mr.
Insero spends 80% of his business time on activities of Insero Wealth Strategies, LLC and
20% of his business time with his responsibilities at Insero and Company, CPAs, P.C.
Item 5- Additional Compensation
Mr. Insero is compensated for advisory services based on his employment with Insero
Wealth Strategies, LLC and Insero and Company, CPAs, P.C. Other than salary, Mr. Insero
does not receive any economic benefit from any person, company, or organization in
exchange for providing client advisory services through Insero Wealth Strategies, LLC.
Item 6 - Supervision
Mr. Insero is the sole owner and Managing Member of Insero Wealth Strategies, LLC and he
provides investment advice to clients. There are no other officers at the firm. As such, Mr.
Insero is responsible for supervision of all advisory activities.
Item 1- Cover Page
Brian Zdrowak
Insero Wealth Strategies, LLC
2 State Street, Suite 300, Rochester, NY 14614
(585) 454-6996
March 26, 2015
This brochure supplement provides information about Brian Zdrowak that supplements the
Insero Wealth Strategies, LLC brochure. You should have received a copy of that brochure.
Please contact Sharon Insero if you did not receive Insero Wealth Strategies, LLC’s brochure
or if you have any questions about the contents of this supplement.
Item 2- Educational Background and Business Experience
BRIAN ZDROWAK, CPA/CFP®
BORN: 1963
EDUCATION:

Mr. Zdrowak graduated from State University of New York at Buffalo, N.Y. in 1986
with a BA and from Canisius College, with a MBA in 2004.
BUSINESS BACKGROUND:




Investment Adviser Representative and Partner with Insero Wealth Strategies, LLC
from 10/2014 to present.
Investment Adviser Representative with Dopkins Wealth Management, LLC from
07/2007 to 10/2014.
Senior Accountant with Dopkins & Company from 01/2005 to 07/2007.
Relationship Manager with Sysco Corporation from 01/1988 to 01/2005.
Certified Public Accountant (CPA)
CPAs are licensed and regulated by their state boards of accountancy. While state laws and
regulations vary, the education, experience and testing requirements for licensure as a CPA
generally include minimum college education (typically 150 credit hours with at least a
baccalaureate degree and a concentration in accounting), minimum experience levels
(most states require at least one year of experience providing services that involve the use
of accounting, attest, compilation, management advisory, financial advisory, tax or
consulting skills, all of which must be achieved under the supervision of or verification by a
CPA), and successful passage of the Uniform CPA Examination. In order to maintain a CPA
license, states generally require the completion of 40 hours of continuing professional
education (CPE) each year (or 80 hours over a two year period or 120 hours over a three
year period). Additionally, all American Institute of Certified Public Accountants (AICPA)
members are required to follow a rigorous Code of Professional Conduct which requires that
they act with integrity, objectivity, due care, competence, fully disclose any conflicts of
interest (and obtain client consent if a conflict exists), maintain client confidentiality,
disclose to the client any commission or referral fees, and serve the public interest when
providing financial services.
Additional Information about the CFP® designation
CFP - Certified Financial Planner™
Issued by: Certified Financial Planner Board of Standards, Inc.
Prerequisites/Experience Required: Candidate must meet the following requirements:


A bachelor’s degree (or higher) from an accredited college or university, and
3 years of full-time personal financial planning experience
Educational Requirements: Candidate must complete a CFP-board registered program, or
hold one of the following:







CPA
ChFC
Chartered Life Underwriter (CLU)
CFA
Ph.D. in business or economics
Doctor of Business Administration
Attorney's License
Examination Type: CFP Certification Examination
Continuing Education/Experience Requirements: 30 hours every 2-years
Item 3- Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any
legal or disciplinary events that would be material to your evaluation of each supervised
person providing investment advice. No information is applicable to this Item.
Item 4- Other Business Activities
Mr. Zdrowak does not have other business activities.
Item 5- Additional Compensation
Mr. Zdrowak receives compensation only as an employee of Insero Wealth Strategies, LLC.
Item 6 - Supervision
Mr. Zdrowak is supervised by Frank Insero, Managing Member of Insero Wealth Strategies, LLC. Mr.
Zdrowak’s client accounts are subject to regular review and verification that asset balances are
being managed in accordance with a client’s investment guidelines. Mr. Insero can be reached at 2
State Street, Suite 300, Rochester, NY 14614. Telephone number: 585-454-6996.