162 South Easton Road Glenside, PA 19038 (267) 217-3025 www.jrwfinancial.com FORM ADV, Part 2A - Brochure Version Date: January 5, 2015 This Brochure provides information about the qualifications and business practices of JRW Financial LLC (“JRW” or “the firm”). If you have any questions about the contents of this Brochure, please contact us at (267) 217-3025 or [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. JRW is a registered investment adviser registered with the Commonwealth of Pennsylvania; however, registration of an Investment Adviser does not imply any level of skill or training. Additional information about JRW Financial LLC is available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with JRW who are registered as an Investment Adviser Representative (“IAR”). You may search this site by a unique identifying number known as a CRD number. The CRD number for JRW Financial LLC is 166158. ITEM 2 – MATERIAL CHANGES This brochure, dated January 5, 2015, reports the following material changes for JRW Financial LLC: 1. Item 4, Section B “Types of Advisory Services” was updated to include comprehensive wealth management services now provided by JRW Financial LLC. 2. Item 5, Section A “Fee Schedule” was updated to reflect the new fee schedule of JRW Financial LLC. Item 5 was updated to include comprehensive financial planning services provided by JRW Financial LLC. 3. Item 8, Section B was updated to detail the investment strategy and services offered by JRW Financial LLC. 4. Item 16 “Investment Discretion” was updated to reflect that JRW Financial LLC requires full discretionary authority over any securities to which investment management and advisory services are provided. 5. JRW Financial LLC combined previously separated Parts 2A and 2B of this Form ADV Firm Brochure. The Brochure Supplement, Form ADV Part 2B, for Joseph R. Weidenburner is now attached and incorporated herein. For a full and complete copy of our Firm Brochure, please contact Joseph R. Weidenburner by telephone at (267) 217-3025 or by e-mail at [email protected]. 2 FORM ADV Part 2A – Firm Brochure JRW Financial LLC ITEM 3 – TABLE OF CONTENTS Item 1 – Cover Page……………………………………………………………………………………..…….……1 Item 2 – Material Changes………………………………………………………………………………………2 Item 3 – Table of Contents……………………………………………………………….………………………3 Item 4 – Advisory Business…………………………………………………………………………….………4 Item 5 – Fees and Compensation……………………………………………………………….……………5 Item 6 – Performance-Based Fees and Side-By-Side Management…………………………..…7 Item 7 – Types of Clients…………………………………………………………………………………….…7 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss……………………….7 Item 9 – Disciplinary Information……………………………………………………………………………9 Item 10 – Other Financial Industry Activities and Affiliations……………………………….……9 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading……………………………………………………………….…………………...10 Item 12 – Brokerage Practices……………………………………………………….………………………11 Item 13 – Review of Accounts……………………………………………………………………….………12 Item 14 – Client Referrals and Other Compensation………………………………………….……13 Item 15 – Custody…………………………………………………………………………………………………13 Item 16 – Investment Discretion……………………………………………………………………………13 Item 17 – Voting Client Securities…………………………………………………………………………14 Item 18 – Financial Information…………………………………………………………….………………14 Item 19 – Requirements for State-Registered Adviser………………………………………..……14 Form ADV – Part 2B Brochure Supplement…………………………………………………………..15 3 FORM ADV Part 2A – Firm Brochure JRW Financial LLC ITEM 4 – ADVISORY BUSINESS A. FIRM DESCRIPTION JRW Financial LLC (“JRW” or “the Firm”) is a Pennsylvania limited liability company founded in 2012. JRW’s current business is to provide investment management and advisory services through separately managed accounts. JRW is engaged also in providing comprehensive financial planning services. Joseph R. Weidenburner, JD, is the President, Chief Investment Officer, and Sole Owner of the firm. B. TYPES OF ADVISORY SERVICES 1. Investment Management and Advisory Services JRW offers investment management and advisory services through separately managed accounts. Clients may be individuals, families, trusts, charitable organizations, businesses, corporations, and others. JRW provides investment management and advisory services on a discretionary basis, wherein JRW is responsible solely for the transacting of securities, including stocks, bonds, mutual funds, or exchange-traded funds, within separately managed accounts. 2. Financial Planning Services JRW provides comprehensive financial planning services including, but not limited to, retirement planning, estate planning, education planning, tax planning, and asset allocation. C. INDIVIDUALLY TAILORED ADVISORY SERVICES AND RESTRICTIONS JRW provides individually-tailored investment management and advisory services to separately managed accounts for clients on a discretionary basis in accordance with JRW’s fundamental, value-oriented approach to investing. JRW determines the suitability of its investment management and advisory services for each client by making a thorough assessment of the client’s goals, objectives, risk tolerance, investment time horizon, and financial need. JRW prepared an individual policy statement (“IPS”) for each client reflecting this assessment. Some securities recommended by JRW Financial LLC may not be appropriate for particular clients. Because certain investments may involve additional risks, those 4 FORM ADV Part 2A – Firm Brochure JRW Financial LLC investments will only be made when consistent with the client’s stated investment objectives, risk tolerance, and suitability. These factors and more will be detailed in the IPS. Clients may make requests to impose certain restrictions on the investments made within the client’s portfolio. JRW will make its best effort to honor the client’s wishes. D. WRAP FEE PROGRAM JRW does not participate in wrap fee programs. E. ASSETS UNDER MANAGEMENT As of January 5, 2015, JRW has $0 in assets under management. ITEM 5 – FEES AND COMPENSATION A. FEE SCHEDULE 1. INVESTMENT MANAGEMENT FEES JRW is a fee-only registered investment adviser and earns its fees through providing investment management and advisory services to separately managed accounts. JRW’s fees are based on a percentage of a client’s total assets under management. The asset-based fees for investment management services are as follows: JRW Financial LLC Investment Management Fee Schedule Total Assets Under Annualized Quarterly Management Amount Amount Up to $500,000 1.50% 0.375% $500,001 - $1,000,000 1.25% 0.3125% Above $1,000,000 1.00% 0.25% The Investment Management Fee is negotiable generally and will be based on the net assets in the client’s account as of the last business day of each calendar quarter. Clients may terminate the agreement without penalty for a full refund of any fees collected within five (5) business days of originally signing the agreement. Thereafter, clients may terminate the agreement with thirty (30) days’ written notice. 5 FORM ADV Part 2A – Firm Brochure JRW Financial LLC The Investment Management Fee will be prorated for capital contributions or withdrawals made within a quarter to the best and most practicable extent possible. Accounts initiated or terminated within a quarter will be charged a prorated fee based on the number of business days in the quarter in which JRW provided investment management and advisory services, divided by the total number of business days in the calendar quarter. 2. FINANCIAL PLANNING FEES JRW charges a negotiated hourly fee for financial planning services that ranges from $100 to $250 per hour depending on the types of services provided. Clients also have the option of choosing a negotiated flat fee ranging from $500 to $10,000 per year depending on the scope of the services provided. These fees will be negotiated and agreed upon ahead of time. Clients will be billed directly for fees associated with financial planning services. B. PAYMENT OF INVESTMENT MANAGEMENT FEES Fees are collected quarterly in arrears. Fees may be deducted directly from a client’s account by the Custodian pursuant to a written third-party authorization or the client will be billed as of the last business day of the calendar quarter. Clients will receive copies of all invoices that are sent to the Custodian that will show, at a minimum, the amount of the fee, the value of the Client’s assets on which the fee was based, and the specific manner in which the fee was calculated. . C. OTHER FEES PAID BY CLIENT JRW’s compensation for investment management and advisory services is exclusive of commissions, exchange fees, and other fees charged by the Custodian and/or Broker-Dealer and/or Other Third Parties. Clients will be responsible for paying all fees charged to client accounts by the Custodian and/or Broker-Dealer and/or Other Third Parties. These fees may include fees charged for custodial services, mutual fund or exchange-traded fund expenses or transaction costs, brokerage commissions and fees, or exchange fees. D. ADVANCED FEE PAYMENT JRW earns fees for investment management and advisory services in arrears and does not charge in advance. 6 FORM ADV Part 2A – Firm Brochure JRW Financial LLC E. OTHER INVESTMENT RELATED COMPENSATION JRW does not receive any compensation other than the fees for investment management and advisory services or financial planning services as described in Item 5A. ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT JRW does not accept performance-based fees under any circumstances. JRW does not charge advisory fees on a share of appreciation of the funds or securities in a client account. The only fees charges by JRW are those described in Item 5A. ITEM 7 – TYPES OF CLIENTS JRW provides discretionary investment management and advisory services to individuals, families, trusts, charitable organizations, businesses, and corporations. JRW recommends, though does not require, a minimum account size of $100,000 for investment management and advisory services. JRW may, in its sole discretion, accept or deny the provision of investment management and advisory services on the basis of the amount of client assets. ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS A. METHODS OF ANALYSIS JRW may employ fundamental analysis, technical analysis, and global macroeconomic analysis in making investment decisions. Recommendations provided may be based on research conducted in financial newspapers and other periodicals, publicly available reports, analyses, research materials, subscription services, or computerized asset allocation models. B. INVESTMENT STRATEGY JRW provides personal, individually-tailored investment management and advisory services separately managed accounts on behalf of its clients. JRW’s investment philosophy can be summed up as follows: We are fundamental, value-oriented investors seeking to preserve wealth by minimizing risk and to compound returns over a long-term investment time horizon. JRW focuses on qualitative analysis of investment opportunities, whether in equities, corporate or government fixed income securities, or other potential investments. 7 FORM ADV Part 2A – Firm Brochure JRW Financial LLC JRW focuses on purchasing investments at a discount to what it believes to be the investment's intrinsic value, defined as the sum of the future cash flows of the investment, discounted to the present. Value-oriented investing works, and applied correctly, provides an adequate margin of safety for our portfolios. To preserve wealth, JRW focuses on minimizing risk, which is best defined as the possibility of a permanent loss of capital. Each investment decision made for clients requires a minimal possibility of permanent capital loss; thus, JRW’s primary focus is on preserving client wealth. JRW believes proper investing is a marathon, not a sprint. To that end, JRW builds investment portfolios with a long-term investment time horizon. JRW aims to be unconcerned with short-term market moves and does not wish to trade around the whims of Mr. Market. By focusing on the long-term, JRW allows client portfolios to earn returns that may be compounded consistently well into the future. JRW views stocks as fractional interests in real businesses, and approaches the investment process in a businesslike manner. JRW will evaluate potential stock investments as if JRW were evaluating the purchase of an entire business. C. MATERIAL RISKS JRW maintains a fiduciary duty to clients at all times, meaning acting in a manner consistent with the best interests of its clients is the firm’s top and singular priority. Investing in capital markets brings about a material risk of loss of investment capital, and JRW ensures that its clients are aware of and can withstand any material risk of loss prior to engaging in investment management and advisory services. JRW employs strict risk management techniques and is always mindful of the risk of loss whenever entering an investment, but that does not mean that losses cannot occur. Clients must always be mindful that there are significant risks of loss inherent in investing activities and should be prepared to bear the burden of any loss of investment capital. Portfolio Concentration Risk Because the investment process employed by JRW relies on in-depth analysis and a businesslike approach to stock ownership, JRW tends to maintain concentrated portfolios of securities on behalf of clients. Concentration of a portfolio in a small number of stocks or other securities brings with it a material risk that underperformance of one or a few positions may be detrimental to the overall performance of the portfolio in greater measure than would an individual position in 8 FORM ADV Part 2A – Firm Brochure JRW Financial LLC a more broadly diversified portfolio. Clients should be aware of the material risks that come with portfolio concentration. Market Risks Stock prices fluctuate in response to multiple factors and may encounter sustained periods of price depreciation. Despite JRW’s best efforts at evaluating a stock, there is a risk that any and all stocks, or other securities, invested in on behalf of clients will decline along with the broader securities markets. Clients should understand that JRW’s investment approach is focused on a long-term investment time horizon and will not be immune from short-term market fluctuations. Client assets may decline in value for sustained periods of time. ITEM 9 – DISCIPLINARY INFORMATION A. CIVIL OR CRIMINAL ACTIONS JRW has never been found guilty of, convicted of, or plead no contest to a criminal or civil action in a domestic, foreign, or military court. B. ADMINISTRATIVE ENFORCEMENT PROCEEDINGS JRW has never been found by the SEC, any other state or federal agency, or any foreign regulatory agency to have caused loss of the ability of an investment-related business to do business or been sanctioned, barred, or limited in investment-related activities. C. SELF-REGULATORY ORGANIZATION ENFORCEMENT PROCEEDINGS JRW has never been found by a self-regulatory agency to have caused loss of the ability of an investment-related business to do business, nor has been found in violation of self-regulatory agency rules such that it was barred, suspended, limited in advisory functions, or fined. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS A. BROKER-DEALER OR REGISTERED REPRESENTATIVE JRW is not registered as, nor has an application pending to register as, a brokerdealer or registered representative of a broker-dealer. 9 FORM ADV Part 2A – Firm Brochure JRW Financial LLC B. REGISTRATION AS FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR COMMODITY TRADING ADVISOR JRW is not registered as, nor has an application pending to register as, a futures commission merchant, commodity pool operator, or commodity trading advisor, or an associated person of one of the foregoing entities. C. RELATIONSHIPS MATERIAL TO ADVISORY BUSINESS JRW has no relationships with any person that is material to the advisory business or that would present a conflict of interest. D. SELECTION OF OTHER INVESTMENT ADVISERS JRW does not recommend or select other investment advisers for the management of any portion of its assets under management. ITEM 11 – CODE OF ETHICS, PARTICIPATION AND PERSONAL TRADING OR INTEREST IN CLIENT TRANSACTIONS A. CODE OF ETHICS The fiduciary duty to clients is of utmost importance to JRW. JRW adopts the CFA Institute Asset Manager Code of Professional Conduct supplied by the CFA Institute 1 as the firm’s Code of Ethics. JRW claims compliance with the CFA Institute Asset Manager Code of Professional Conduct. This claim has not been verified by CFA Institute. Generally, our Code of Ethics covers the following principles, by which JRW, its Investment Adviser Representatives, employees, and affiliated or supervised persons must always abide: We will act in a professional and ethical manner at all times. We will act always for the benefit of clients and prioritize client interests above all other interests. We will act always with independence and objectivity. We will act always with skill, competence, and diligence. Information on the CFA Institute can be found on the web at www.cfainstitute.org. Copies of the CFA Asset Manager Code of Professional Conduct can be accessed at www.cfapubs.org/doi/pdf/10.2469/ccb.v2009.n8.1 or will be supplied upon request by JRW Financial LLC to any client or prospective client. 1 10 FORM ADV Part 2A – Firm Brochure JRW Financial LLC We will communicate with clients in a timely and accurate manner. We will uphold always the applicable laws, regulations, and rules governing the capital markets. B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS JRW does not recommend, buy, or sell securities in which it, its Investment Adviser Representatives, or any related persons have a material financial interest. C. PERSONAL INVESTMENT IN RECOMMENDED SECURITIES JRW may at times recommend, buy, or sell securities to and for clients that its Investment Adviser Representatives, Management, or related persons may recommend, buy, or sell for their own personal accounts or related persons’ accounts. JRW has a fiduciary duty to act primarily for the benefit of clients and prioritizes all client interests ahead of our own interests. If a conflict arises between the interests of the client and the interests of the Investment Adviser Representative, Management, or related person, all disputes will be resolved to the best extent possible in the favor of the clients’ interests and all trades will be placed in client accounts prior to any transactions for personal accounts. D. TRADING AT OR ABOUT THE SAME TIME AS CLIENT ACCOUNTS JRW may from time to time permit its Investment Adviser Representatives, Management, or related persons to buy or sell securities for themselves at or around the same time as for clients. However, JRW will never engage in trading that operates to the disadvantage of its Clients and the fiduciary duty owed to Clients to act always in the Clients’ best interest will be maintained always. ITEM 12 – BROKERAGE PRACTICES A. BROKERAGE SELECTION FOR CLIENT ACCOUNTS In selecting a brokerage firm, JRW considers several factors including trade execution quality, cost of commissions that client accounts will bear, the financial strength and name recognition of the institution, and any other services and benefits offered by the institution. Of particular importance is that clients get the best trade execution for the most efficient commission price. 11 FORM ADV Part 2A – Firm Brochure JRW Financial LLC 1. RESEARCH OR SOFT DOLLAR BENEFITS JRW does not receive research or other soft dollar benefits in exchange for client transactions. 2. BROKERAGE FOR CLIENT REFERRALS JRW routinely recommends Interactive Brokers for client account Custodian and Brokerage services. JRW does not receive any benefits in conjunction with recommending a particular broker-dealer, and JRW is not affiliated in any manner with any broker-dealer it may recommend. JRW recommends a particular broker-dealer solely on the basis of the best interest of clients. 3. DIRECTED BROKERAGE JRW permits clients to direct a particular broker-dealer if the client prefers to direct a broker-dealer. In the event that the client directs a particular broker-dealer, JRW may not be able to achieve the most favorable trade execution, such as could be achieved through trade aggregation with the JRW’s recommended broker-dealer. This fact may cost clients more money in the long run due to higher commission costs for trade execution. B. TRADE AGGREGATION To the greatest extent possible, JRW aggregates the purchase or sale of securities for client accounts when a particular transaction is appropriate for two or more client accounts, but is under no obligation to do so. JRW will maintain discretion to determine if aggregate trading is appropriate. ITEM 13 – REVIEW OF ACCOUNTS A. PERIODIC REVIEW OF CLIENT ACCOUNTS JRW reviews all client accounts at least on quarterly basis, and in some cases, more frequently. All reviews are performed by Joseph R. Weidenburner, JD, President and Chief Investment Officer of JRW Financial LLC. 12 FORM ADV Part 2A – Firm Brochure JRW Financial LLC B. FACTORS THAT MAY TRIGGER OTHER THAN PERIODIC REVIEW Review of client accounts may be triggered by material market, economic, or political events, or by changes in Client’s financial situations, including, but not limited to retirement, termination of employment, physical move, or inheritance. C. CLIENT ACCOUNT REPORTS Reports including transactions, account balances, and current portfolio holdings will be furnished to clients quarterly. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION A. COMPENSATION FROM NON-CLIENTS JRW receives no economic benefit for providing investment management services from anyone who is not a client. B. COMPENSATION TO OTHERS FOR CLIENT REFERRALS JRW does not provide compensation to anyone for client referrals. ITEM 15 – CUSTODY JRW does not maintain custody of any client funds, other than limited custody for the purpose of direct fee deduction from the Custodian, pursuant to the executed third-party agreement between Custodian and Client. Clients will receive reports from the Custodian of Client funds based on the agreement made between the Client and the Custodian. Clients are urged to compare the quarterly reports received from JRW with the reports received from the Custodian. ITEM 16 – INVESTMENT DISCRETION JRW provides discretionary investment management and advisory services over the securities in separately managed accounts on behalf of clients. These services are provided on an ongoing supervisory basis. Clients may request limits as to the types of investments made by JRW on behalf of the Client, but generally JRW will retain full discretionary authority as to the investment management and advisory services provided in the separately managed accounts on behalf of clients. 13 FORM ADV Part 2A – Firm Brochure JRW Financial LLC ITEM 17 – VOTING CLIENT SECURITIES JRW does not vote Client securities under any circumstances. Clients are required to contact the Custodian with regard to any information pertaining to voting shares of securities held in Client’s Account. ITEM 18 – FINANCIAL INFORMATION JRW does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. There is no financial condition that is reasonably likely to impair the ability of JRW to meet contractual commitments to clients. Neither JRW, nor Joseph R. Weidenburner, JD, has been subject to a bankruptcy petition. ITEM 19 – REQUIREMENTS FOR STATE-REGISTERED ADVISERS A. PRINCIPAL EXECUTIVE OFFICERS AND MANAGEMENT Joseph R. Weidenburner, JD, is President, Chief Investment Officer, and Sole Owner of JRW. Education and business background may be found on the attached Brochure Supplement, Form ADV Part 2B. B. OTHER BUSINESS ACTIVITIES OF ADVISER JRW is engaged in no business activities other than investment management. C. PERFORMANCE BASED FEES JRW does not receive performance-based compensation. D. INVOLVEMENT IN PROCEEDINGS 1. ARBITRATION PROCEEDINGS Neither JRW, nor its Management have been involved in an award or otherwise been found liable in an arbitration claim alleging damages in excess of $2,500. 2. OTHER PROCEEDINGS Neither JRW, nor its Management have been involved in an award or otherwise been found liable in a civil, self-regulatory organization, or administrative proceeding. 14 FORM ADV Part 2A – Firm Brochure JRW Financial LLC FORM ADV, Part 2B – Brochure Supplement Version Date: January 5, 2015 Joseph R. Weidenburner, JD President & Chief Investment Officer This brochure supplement provides information about Joseph R. Weidenburner, JD that supplements the JRW Financial LLC brochure. You should have received a copy of that brochure. Please contact Joseph R. Weidenburner, JD at (267) 217-3025 or [email protected] if you did not receive the brochure of if you have any questions about the contents of this supplement. Additional information about Joseph R. Weidenburner, JD is available on the SEC’s website at www.adviserinfo.sec.gov. You may search this site by a unique identifying number known as a CRD number. The CRD number for Joseph R. Weidenburner, JD is 6136484. 15 FORM ADV Part 2A – Firm Brochure JRW Financial LLC Item 2 – Educational Background and Business Experience Joseph R. Weidenburner, JD – Date of Birth: April 26, 1983 College: B.A., cum laude, History & Political Science – Loyola University Maryland – 2005 Graduate: J.D. – The Catholic University of America – Columbus School of Law – 2008 State Bar Admissions: Pennsylvania & New Jersey Industry Exams Passed: Series 65 Joseph R. Weidenburner, JD has managed JRW Financial LLC since its founding in 2012. Item 3 – Disciplinary Information Joseph R. Weidenburner, JD has no disciplinary information to disclose. Item 4 – Other Business Activities A. Joseph R. Weidenburner, JD is not actively engaged in any other investment related business or occupation. B. Joseph R. Weidenburner, JD is employed full-time by the Defense Logistics Agency in Philadelphia, PA, as an attorney. This fact is disclosed on the basis that this other activity provides a substantial source of Joseph R. Weidenburner’s income and a substantial amount of Joseph R. Weidenburner’s time. Item 5 – Additional Compensation Joseph R. Weidenburner, JD receives no additional compensation for advisory services. Item 6 – Supervision Joseph R. Weidenburner, JD is the sole employee of JRW Financial LLC and is responsible for all supervision. Item 7 – Requirements for State-Registered Advisers Joseph R. Weidenburner, JD has no further information to disclose, nor has he been subject to a bankruptcy petition. 16 FORM ADV Part 2A – Firm Brochure JRW Financial LLC
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