Uniform Application for Investment Adviser Registration

Transcription

1 Part II - Page 1 Uniform Application for Investment Adviser Registration OMB APPROVAL OMB Number: Expires: July 31, 2008 Estimated Average burden Hours per response Name of Investment Adviser: Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number: SW Winslow Dr. Beaverton OR This part of gives information about the investment adviser and its business for the use of clients. The information has not been approved or verified by any government authority. Table of Contents Item Number Item Page 1 Advisory Services and Fees Types of Clients Types of Investments Methods of Analysis, Sources of Information and Investment Strategies Education and Business Standards Education and Business Background Other Business Activities Other Financial Industry Activities or Affiliations Participation or Interest in Client Transactions Conditions for Managing Accounts Review of Accounts Investment or Brokerage Discretion Additional Compensation Balance Sheet... 6 Continuation Sheet... Schedule F (Schedule A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

2 Part II - Page 2 1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service. (See instruction below.) (1) Provides investment supervisory services % (2) Manages investment advisory accounts not involving investment supervisory services... % (3) Furnishes investment advice through consultations not included in either service described above... % (4) Issues periodicals about securities by subscription % (5) Issues special reports about securities not included in any service described above... % (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities... % (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities... % (8) Provides a timing service... % (9) Furnishes advice about securities in any manner not described above.... % (Percentages should be based on applicant s last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.) B. Does applicant call any of the services it checked above financial planning or some similar term? C. Applicant offers investment advisory services for: (check all that apply) (1) A percentage of assets under management (4) Subscription fees (2) Hourly charges (5) Commissions (3) Fixed fees (not including subscription fees) (6) Other D. For each checked box in A above, describe on Schedule F: the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee applicant s basic fee schedule, how fees are charged and whether its fees are negotiable when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date 2. Types of clients - Applicant generally provides investment advice to: (check those that apply) A. Individuals E Trusts, estates, or charitable organizations B. Banks or thrift institutions F. Corporations or business entities other than those listed above C. Investment companies G. Other (describe on Schedule F) D. Pension and profit sharing plans all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

3 Part II - Page 3 3. Types of Investments. Applicant offers advice on the following: (check those that apply) A. Equity securities H. United States government securities (1) exchange-listed securities I. Options contracts on: (2) securities traded over-the-counter (1) securities (3) Foreign issuers (2) commodities B. Warrants J. Futures contracts on: C. Corporate debt securities (other than commercial paper) (1) tangibles (2) intangibles D. Commercial paper E. Certificates of deposit K. Interests in partnerships investing in: F. Municipal securities (1) real estate (2) oil and gas interests G. Investment company securities: (3) other (explain on Schedule F) (1) variable life insurance (2) variable annuities L. Other (explain on Schedule F) (3) mutual fund shares 4. Methods of Analysis, Sources of Information, and Investment Strategies. A. Applicant s security analysis methods include: (check those that apply) (1) Charting (4) Cyclical (2) Fundamental (5) Other (explain on Schedule F) (3) Technical B. The main sources of information applicant uses include: (check those that apply) (1) Financial newspapers and magazines (5) Timing services (2) Inspections of corporate activities (6) Annual reports, prospectuses, filings with the (3) Research materials prepared by others Securities and Exchange Commission (4) Corporate rating services (7) Company press releases (8) Other (explain on Schedule F) C. The investment strategies used to implement any investment advice given to clients include: (check those that apply) (1) Long term purchases (5) Margin transactions (securities held at least a year) (2) Short term purchases (6) Option writing, including covered options, (securities sold within a year) uncovered options or spreading strategies (3) Trading (securities sold within 30 days) (7) Other (explain on Schedule F) (4) Short sales all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

4 Part II - Page 4 5. Education and Business Standards. Are there any general standards of education or business experience that applicant requires of those involved in determining or giving investment advice to clients?... (If yes, please describe these standards on Schedule F) 6. Education and Business Background. For: each member of the investment committee or group that determines general investment advice to be given to clients, or if the applicant has no investment committee or group, each individual who determines general investment advice clients (if more than five, respond only for their supervisors) each principal executive officer of applicant or each person with similar status or performing similar functions. On Schedule F, give the: name formal education after high school year of birth business background for the preceding five years 7. Other Business Activities. (check those that apply) A. Applicant is actively engaged in a business other than giving investment advice. B. Applicant sells products or services other than investment advice to clients. C. The principal business of applicant or its principal executive officers involves something other than providing investment advice. (For each checked box describe the other activities, including the time spent on them, on Schedule F.) 8. Other Financial Industry Activities or Affiliations. (check those that apply) A. Applicant is registered (or has an application pending) as a securities broker-dealer. B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser. C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: (1) broker-dealer (7) accounting firm (2) investment company (8) law firm (3) other investment adviser (9) insurance company or agency (4) financial planning firm (10) pension consultant (5) commodity pool operator, commodity trading (11) real estate broker or dealer adviser or futures commission merchant (6) banking or thrift institution (12) entity that creates or packages limited partnerships (For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.) D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest?.. (If yes, describe on Schedule F the partnerships and what they invest in.) all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

5 Part II - Page 5 9. Participation or Interest in Client Transactions. Applicant or a related person: (check those that apply) A. As principal, buys securities for itself from or sells securities it owns to any client. B. As broker or agent effects securities transactions for compensation for any client. C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer. D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest. E. Buys or sell for itself securities it also recommended to clients. (For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.) Describe, on Schedule F, your code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request. 10. Conditions for Managing Accounts. Does the applicant provide investment advisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other condition for starting or maintaining an account? (If yes, describe on Schedule F) 11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory account, or holds itself out as providing financial planning or some similarly termed services: A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each. Client accounts are monitored for performance on an ongoing basis by Applicant s principal. At least annually, Applicant will invite each client to meet for the purpose of updating the Client Profile and re-assessing the allocation of client assets. The Client Profile is completed and discussed with the client prior to Applicant accepting management of client assets. Clients are encouraged to inform Applicant of any changes to the information contained in the Client Profile as such changes occur. B. Describe below the nature and frequency of regular reports to clients on their accounts. Clients are provided timely transaction confirmations from the custodian. Custodian also provides clients a monthly summary statement showing account valuations and transactions. In addition, custodian offers on-line (Internet) access to clients where up-to-date account information is available, including valuation and recent transaction history. all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

6 Part II - Page Investment or Brokerage Discretion. A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the: (1) securities to be bought or sold?... (2) amount of securities to be bought or sold?..... (3) broker or dealer to be used?... (4) commission rates paid?... B. Does applicant or a related person suggest brokers to clients?... For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe: the products, research and services whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services whether research is used to service all of applicant's accounts or just those accounts paying for it; and any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for product and research services received. 13. Additional Compensation. Does the applicant or a related person have any arrangements, oral or in writing, where it: A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to clients? B. directly or indirectly compensates any person for client referrals? (For each yes, describe the arrangements on Schedule F.) 14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant: has custody of client funds or securities (unless applicant is registered or registering only with the Securities and Exchange Commission); or requires prepayment of more than $500 in fees per client and 6 or more months in advance Has applicant provided a Schedule G balance sheet?... all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

7 1.C.(6) Applicant intends to offer its investment advice to other investment advisors, as an independent contractor to the contracting advisor. The contracting advisor may choose to use Applicant s advice for the contracting advisor s clients. In this scenario, Applicant would receive payment directly from the contracting advisor, derived as a portion of the fees collected by the contracting advisor from its clients. 1.D. Applicant provides two sets of similar services to clients: 1. Applicant provides investment supervisory services involving non-custodial, discretionary buying and selling of no-load and select load-waived mutual funds according to Applicant s proprietary investment management timing strategies. Services provided include: a) determining suitability of Applicant s strategies to clients b) buying and selling mutual funds on behalf of each client c) periodically reporting or causing related parties to report to clients their assets valuations and transactions. The fee for the services provided is a percentage of the market value of each client s assets under Applicant management in accordance with the fee schedule below. This annual fee shall be prorated and paid quarterly, in arrears, based upon the average daily balance of the Assets in the previous calendar quarter as valued by the Custodian. The fee includes the fees for advisory and allocation services, administration activities, active management of the Assets, and execution of transactions. Applicant s fee schedule is: Assets Under Management Annual Advisor Fee Expressed Quarterly Less than $10,000, % 0.625% $10,000,000 or more 2.0% 0.500% Applicant s fees are negotiable. Lower fees for comparable services may be obtained from other sources.

8 1.D. (cont'd) 2. If a client s assets under management by Applicant meet the minimum account size required for Schreiner Capital Management s Select Advisors program (currently $100,000), Applicant intends to direct some or all of that client s assets to the Select Advisors program. In doing so, Applicant will allocate day-to-day management of some or all of each client s assets to other asset managers within the program (called Sub-Advisors or Managers), who employ their own proprietary strategies within the same mutual fund families used by Applicant s own program. Applicant also intends to participate in the Select Advisors program as a Sub-Advisor, wherein Applicant and other Advisors allocate day-to-day management of their clients assets to Applicant. See Schreiner Capital Management s Form ADV and its Select Advisors Wrap Program Brochure for more information on the Select Advisors program. Services provided include: a) determining suitability of Applicant s and other Sub-Advisors strategies to clients b) allocating and from time to time, reallocating client assets among Applicant and other Sub-Advisors c) buying and selling mutual funds on behalf of each client for which Applicant is Sub-Advisor d) periodically reporting or causing related parties to report to clients their assets valuations and transactions. A client who participates in the Select Advisors program will pay fees to that program for the portion of that client s assets within that program, not to Applicant. Applicant is then compensated by the Select Advisors program by a portion of those fees. See Schreiner Capital Management s Form ADV and its Select Advisors Wrap Program Brochure for the Select Advisors fee schedule and other program information. In addition to Applicant s Advisor Fee and/or the Select Advisors program fee, clients will also bear a pro rata portion of the fees and expenses charged by any mutual funds in which client assets are invested, as disclosed in each fund s prospectus (e.g., fund management fees and other fund expenses).

9 1.D (cont'd) A client s investment advisory contract may be terminated at any time upon Applicant s receipt of written notice to terminate by client. Since fees are paid in arrears for both Applicant s program and Select Advisors, fee refunds upon contract termination are not applicable. 4.B Applicant uses internet-based market data quotation services. 6 Kenneth B. Whitley, born 1959 Education: B.S. Computer Science, Indiana University of Pennsylvania, Mr. Whitley was a full-time employee of Intel Corporation from August 1997 through January Douglas W. Fisher, born 1960 Education: B.S. Electrical Engineering, Oregon State University, 1985; M.S. Management, Stanford University, Mr. Fisher has been a full-time employee of Intel Corporation since 1995.

10 9 Code of Ethics: Applicant will provide a copy of its Code of Ethics to any client or prospective client upon request. Code of Ethics: Statement of General Policy This Code of Ethics ( Code ) has been adopted by Applicant and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 ( Advisers Act ). This Code establishes rules of conduct for all employees of Applicant and is designed to, among other things, govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Applicant and its employees owe a fiduciary duty to Applicant's clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. The Code is designed to ensure that the high ethical standards long maintained by Applicant continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. Pursuant to Section 206 of the Advisers Act, both Applicant and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the Applicant has an affirmative duty of utmost good faith to act solely in the best interest of its clients. Applicant and its employees are subject to the following specific fiduciary obligations when dealing with clients: 1. The duty to have a reasonable, independent basis for the investment advice provided; 2. The duty to ensure that investment advice is suitable to meeting the client s individual objectives, needs and circumstances; and 3. A duty to be loyal to clients.

11 9 (cont'd) In meeting its fiduciary responsibilities to its clients, Applicant expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Applicant. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Applicant. Applicant's reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of Kenneth Whitley, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Applicant. The provisions of this Code are not all-inclusive. Rather, they are intended as a guide for employees of Applicant in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with Kenneth Whitley, who may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees. Kenneth Whitley will periodically report to all members of Applicant to document compliance with this Code. 9.E. Applicant and/or its members invest a portion of their own assets as directed by one or more of Applicant s proprietary timing strategies. Transactions for these parties are entered at the same time as client transactions; since the investment vehicles are mutual funds, client transactions and Applicant/member transactions receive the same price.

12 10 For Applicant s program, Applicant will generally require a minimum initial account size of $50,000, and will additionally require that client s assets under Applicant s management be less than 50% of client s total assets available for investment. These thresholds are negotiable depending on account size and aspects of suitability as represented by the client in the Client Profile. See Applicant s Wrap Program Brochure for additional information on Applicant s Plans. The Select Advisors program currently requires a minimum account size of $100,000. See Schreiner Capital Management s Form ADV and its Select Advisors Wrap Program Brochure for the current Select Advisors program information. 12.A. Applicant requires that client establishes one or more accounts with the custodian of the mutual fund family so that no transaction fees are imposed on client accounts. Applicant requires, as a condition of accepting client, that the client appoint Applicant or other asset manager of Applicant s choosing as an agent and attorney-in-fact. Client must expressly authorize Applicant or other asset manager full discretion to make, order and direct any and all transactions involving the client assets as fully as client could do.

13 13.A. Applicant receives access to custodian software/internet tools that allow access to client account records. Applicant uses such tools for the purposes of monitoring client accounts and calculating Applicant s fee. Applicant intends to participate as an Advisor in Schreiner Capital Management s Select Advisors program. As an Advisor in this program, Applicant will receive a fee for the client assets that Applicant places within the program. This fee is paid entirely from client fees as stated in Schreiner Capital Management s Form ADV and its Select Advisors Wrap Program Brochure and will not result in additional fees to Applicant s clients. Applicant intends to participate as a Sub-Advisor in Schreiner Capital Management s Select Advisors program. In its capacity as an Advisor in this program, Applicant may allocate all or a portion of a client s assets to an Applicant-managed Sub-Advisor program. In this case, Applicant will earn a higher fee than had those assets been allocated to another Sub-Advisor within the Select Advisors program. 13.B. Applicant may from time to time compensate, either directly or indirectly, any person (defined as a natural person or a company) for client referrals. Applicant is aware of the special considerations promulgated pursuant to Rule 206(4)-3 of the Investment Advisers Act of As such, appropriate disclosure shall be made, all written instruments will be maintained by Applicant, and all applicable Federal and/or State laws will be observed.