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Part 2A of Form ADV: Firm Brochure
Item 1 Cover Page
Item 2
Material Changes
This Form ADV, Part 2, also known as the “Brochure,” requires disclosure on distinct topics, and answers
must be presented in the order of the items in the form, using the headings in the form. We urge you to
carefully review all subsequent summaries of material changes, as they will contain important
information about any significant changes to our advisory services, fee structure, business practices,
conflicts of interest, and disciplinary history.
Summary of Material Changes:
Please note that there were no “material changes” made to this Brochure since our last delivery or
posting of the Brochure on the SEC’s public disclosure website; however, this Brochure does include a
number of minor editorial changes and the updated information on our assets under management.
This brochure provides information about the qualifications and business practices of Perryman Financial Advisory, Inc. It is
prepared pursuant to regulatory requirements. If you have any questions about the contents of this brochure, please contact us
at the phone number or website listed above. The information in this brochure has not been approved or verified by the United
States Securities and Exchange Commission (“SEC”) or by any state securities authority. Perryman Financial Advisory, Inc. is a
registered investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). However, such
registration does not imply a certain level of skill or training. Additional information about Perryman Financial Advisory, Inc. is
also available on the SEC’s website at www.adviserinfo.sec.gov.
Dated: March 5, 2025
PERRYMAN FINANCIAL ADVISORY INC. I IARD# 107653 I 12221 MERIT DRIVE, SUITE 1660
DALLAS, TX 75251 I 972.770.4800 I WWW.BILLPERRYMAN.COM
Item 3
Table of Contents
ITEM 1
COVER PAGE
1
ITEM 2 MATERIAL CHANGES
1
ITEM 3 TABLE OF CONTENTS
2
ITEM 4 ADVISORY BUSINESS
3
ITEM 5 FEES AND COMPENSATION
6
ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
9
ITEM 7 TYPES OF CLIENTS
9
ITEM 8 METHODS OF ANALYSIS INVESTMENT STRATEGIES AND RISK OF LOSS
9
ITEM 9 DISCIPLINARY INFORMATION
13
ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
13
ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING
14
ITEM 12 BROKERAGE PRACTICES
14
ITEM 13 REVIEW OF ACCOUNTS
18
ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION
18
ITEM 15 CUSTODY
19
ITEM 16 INVESTMENT DISCRETION
19
ITEM 17 VOTING CLIENT SECURITIES
19
ITEM 18 FINANCIAL INFORMATION
20
ITEM 19 REQUIREMENTS FOR STATE REGISTERED ADVISERS
20
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Item 4
Advisory Business
INTRODUCTION
Perryman Financial Advisory, Inc. (herein referred to as “Perryman Financial,” “Firm,” “we,” “our,” “us”)
is a Registered Investment Advisory firm registered with the U.S. Securities and Exchange Commission
(“SEC”) since December 23, 1994. We are noticed filed in various states and conduct business in other
states by claiming an exemption from registration. Our registration as an Investment Adviser does not
imply any level of skill or training. The oral and written communications we provide you with, including
this Brochure, is information you can use to evaluate us and other advisers, which are factors in your
decision to hire us or to continue to maintain a mutually beneficial relationship. This Brochure provides
information about our qualifications and business practices.
OWNERSHIP
William D. Perryman is President, Secretary, and Treasurer and Jimmy S. Perryman is the Chief
Compliance Officer and Jennifer Grant is the Assistant Compliance Officer. William D. Perryman, Debra
Keitzer-Outlaw, and Jimmy S. Perryman are the shareholders of Perryman Financial Advisory, Inc.
ADVISORY SERVICES OFFERED
Perryman Financial is an investment advisory firm providing:
• Portfolio Management
• Financial Planning and Analysis Services
• Retirement Plan Services
Our Firm offers an array of advisory services designed to address the major areas of personal financial
management including, but not limited to, investment management, estate planning, tax-reduction
and cash flow strategies, and insurance planning.
Our service constitutes an ongoing process by
which:
a) Your investment objectives, constraints and preferences are identified and specified.
b) Your strategies are developed and implemented through a combination of financial assets.
c) Capital market conditions and your circumstances are monitored; and
d) Portfolio adjustments are made as appropriate to reflect significant changes to any or all of
the above
relevant variables.
Portfolios can consist of individual stocks and bonds, options, ETF’s, mutual funds, private placements,
hedge funds, and a combination of all investment vehicles. We also provide advice on interests in
partnerships or other alternative investments.
PORTFOLIO MANAGEMENT AND CONSULTING SERVICES:
We provide portfolio management services on either a discretionary or non-discretionary basis. Our
portfolio management program is designed to provide individuals, trusts, corporations and retirement
plans with the appropriate asset allocation, diversification and risk characteristics consistent with
prudent portfolio management.
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On a discretionary basis, we design, revise and reallocate a custom portfolio for you. The investments
are determined based upon your investment objectives, risk tolerance, net worth, net income, age,
investment time horizon, tax situation and other various suitability factors.
On a non-discretionary basis, we provide periodic recommendations to you and
if such
recommendations are approved, we will ensure that the authorized recommendations are carried out.
Our investment management program consists of four primary components:
1. Investment Policy Review – We discuss with you such topics as investment objectives, risk tolerance,
and liquidity needs. From the results of this assessment, we create an investment policy statement,
which serves as the guide for measuring volatility and performance.
2. Asset Allocation - Based on the result of the investment policy review, we allocate investment dollars
between equity and fixed-income assets. This allocation is adjusted from time to time, depending on
changes in your personal situation and/or investment performance.
3. Investment Selection - At the conclusion of steps (1) and (2) above, we recommend an initial group
of assets for investment. Typically, this will include a list of no-load mutual funds and/or individual
securities selected under our proprietary criteria. This initial group of assets could include the use of
individual bonds or stocks, or the retention of assets currently owned by you.
4. Management - Once your portfolio is in place, we will monitor the performance of the overall
account as well as the performance of each individual asset or mutual fund. From time to time, we will
recommend and implement changes to the portfolio.
We provide continuous evaluation of the portfolio in terms of risk, rate of return, asset allocation and
diversification. We monitor the account for possible repositioning and from time to time replace
selected mutual funds and/or other assets with similar investment characteristics or alternate ones
based on our analysis of the account, your circumstances and the financial markets.
Custody of client accounts for both securities and funds will be maintained at , Schwab Institutional, a
division of Charles Schwab & Co., Inc. or another custodian selected. Neither the Firm nor its advisory
agents are affiliates of Schwab.
Assets Under Management as of 12/31/2024:
Total Discretionary AUM- $796,307,000
Total Non-Discretionary AUM-
$ 0.00
We do not sponsor or act as a portfolio manager for any wrap fee programs.
FINANCIAL PLANNING SERVICES:
Recognizing that each Client is unique, we offer financial planning services and comprehensive
financial plans.
Our financial planning services can include an analysis on only isolated area(s) of your financial affairs
such as estate planning, retirement planning, any other specific topic or any other investment and
financial concerns that you have.
We also provide advice in the form of a comprehensive Financial Plan. If you purchase this service, you
may receive a written report or review an interactive financial planning model within our planning
software, providing a detailed financial plan designed to achieve your stated goals and objectives.
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We will also provide you with the opportunity to be active in the plan preparation by providing
information we need. Our Financial Plans will address any or all of the following areas of concern:
• Personal: Family records, budgeting, personal liability, estate information and financial goals.
Tax & Cash Flow: Income tax and spending analysis and planning for past, current and future
•
years.
• Death & Disability: Cash needs at death, income needs of surviving dependents, estate
planning,
and disability income analysis.
• Retirement: Analysis of your current strategies and investment plans to help you achieve your
retirement goals.
Investments: Analysis of investment alternatives and their effect on your portfolio.
•
• Estate: Analysis of financial issues with respect to living trusts, wills, estate tax, powers of
attorney,
•
asset protection plans, nursing homes, Medicaid and elder law.
Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long
term care, liability, home and automotive.
We gather the required information through in-depth personal interviews. Information gathered
includes a current financial status, future goals and attitudes towards risk. Related documents supplied
by you and a completed questionnaire are carefully reviewed and a report is prepared.
Implementation of the prepared plan or recommendations is solely at your discretion, and you will also
determine how you want to implement the plan or recommendations. We encourage you to utilize
any desired professional or group of professionals to assist in the implementation.
OTHER PRODUCTS AND SERVICES:
RETIREMENT PLAN SERVICES-
In situations where we recommend the establishment of a company-sponsored retirement plan, we
will evaluate both short-term and long-term needs. After such an assessment, we will propose the use
of a plan administration firm and propose one or more investment managers for plan assets. We
recommend the use of our own proprietary management program.
All administration services and investment management services will be provided on a fully disclosed
basis. Prior to any engagement, we will receive in writing a schedule of all charges to be assessed to
the company and/or plan assets and review this with you.
ALTERNATIVE INVESTMENTS-
Recommendations made to you to invest in alternative investments would be suitable for your stated
investment goals, risk temperament, and investment objectives. The alternative investments can range
from short term to long term investment vehicles that have various investment objectives including
revenue from the production of natural gas and/oil associated with those oil & gas royalty interests
acquired for the fund, real estate interests, structured notes etc. Our Firm has no affiliation with the
issuers. Additional information for suggested alternative investments, including a discussion of certain
significant risks of investing will be disclosed in the related Private Placement Memorandum. Qualified
persons should read the Memorandum carefully before investing.
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INSURANCE SERVICES-
Our Firm is also a licensed insurance agency appointed by various life, health and disability insurance
companies. We sell insurance products to our clients in need of insurance. Insurance services are
separate and distinct from the portfolio management, financial planning and other services provided.
You are under no obligation to purchase insurance products through our company.
Item 5
Fees and Compensation
Assets Under Management- Portfolio Management Program Fee Schedule
Assets Under Management
Annualized Fee
$ 0 to $ 500,000
1.50%
$ 500,001 to $1,500,000
1.00%
$1,500,001 to $3,000,000
0.75%
Over $3,000,000
0.50%
Our account minimums and fees charged are negotiable in situations where your portfolio size begins
outside our published fee brackets or in other situations deemed appropriate by us in our sole
discretion. Portfolio Management fees will be directly deducted from your account at the custodian
monthly or quarterly in arrears based upon the value of the account at the end of the previous month
or quarter from your account within thirty (30) days following the end of the month or quarter. Our fees
are based on the percentages listed in the Fee Schedule on ending account market values based on
the previous calendar month or quarter custodial statement. Fees for accounts opened mid-month or
mid-quarter will be assessed pro-rata based upon the number of calendar days in the calendar month
or quarter that the Agreement went into effect Fees will be adjusted for asset inflows and outflows
made during the month/quarter. We do not charge advisory fees on cash or money market deposit
accounts held in client accounts. Our fee schedule is our standard fee schedule. Client’s actual fee
may vary depending upon their specific portfolio. The fee schedule may be negotiated with the Client
on a case-by-case basis. Fees are calculated by multiplying the assets under management market
value by the relevant percent and dividing such product by four (4) or twelve (12).
Either party can terminate the Portfolio Management Agreement at any time and for any reason, upon
thirty (30) days written notice to the other party. Upon notice of termination, we will await further
instructions from you as to what steps you request to liquidate and/or transfer the portfolio and remit
the proceeds. Upon instructions received, we will instruct broker dealers, mutual fund sponsors, and
others to liquidate and/or transfer the portfolio and remit proceeds back to you or a designated third
party. A refund of any unearned Portfolio Management Fee will be made on a prorated basis from the
time of termination.
We aggregate accounts to receive the breakpoints then allocate the respective fees to each
appropriate account. All accounts for members of your family (husband, wife and dependent
children) or related businesses will be assessed fees based on the total balance of all accounts, e.g.,
per household.
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ERISA Accounts, Profit Sharing 401(k), SEP’s:
We also have other retirement accounts which are subject to ERISA rules and regulations. In all cases
an “eligible investment advice arrangement” or advisory agreement will be executed with the Client.
We will be considered a “fiduciary advisor” and will charge fees to the retirement account.
Retirement Accounts – DOL Disclosure:
We are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of
1974 (“ERISA”) and/or the Internal Revenue Code (“Code”), as applicable, when we provide
investment advice regarding portfolio assets held in an IRA, Roth IRA, Archer Medical Savings
Account, a Plan covered by ERISA, or a plan described in Section 4975(e)(1)(A) of the Code
(collectively referred to collectively sometimes herein as (“Retirement Accounts”).
To ensure that Perryman Financial will adhere to fiduciary norms and basic standards of fair dealing,
we are required to give advice that is in the "best interest" of the retirement client. The best interest
standard has two chief components, prudence and loyalty. Under the prudence standard, the
advice must meet a professional standard of care and under the loyalty standard, our advice must
be based on the interests of our retirement clients, rather than the potential competing financial
interest of Perryman Financial.
To address the conflicts of interest with respect to our compensation, we are required to act in your
best interest and not put our interest ahead of yours. To this end, we must:
• Meet a professional standard of care when making investment recommendations (give
prudent advice).
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice).
• Avoid misleading statements about conflicts of interest, fees, and investments.
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest.
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
Financial Planning Fee Schedule:
Our financial planning fee depends on the scope, complexity and work to be performed by our Firm.
Financial planning fees are charged on an hourly rate of $200 to $300 depending upon the degree to
which specialized knowledge and experience must be used. Prior to any engagement, we will state
the hourly rate to be used and make an estimate of the amount of time necessary to complete the
analysis. We modify the estimate if you subsequently change the scope or nature of the analysis.
In situations where a comprehensive, written financial plan is recommended or requested, we charge
on a fixed-fee basis. Our fee range for a comprehensive plan is between $5,000 and $10,000
depending on the complexity of the financial plan. Twelve (12) months after the presentation of the
initial financial plan, a fixed-fee retainer will be assessed on a monthly or quarterly basis for the
implementation and ongoing updates to the initial financial plan. The retainer arrangement will remain
in effect unless otherwise terminated by either party upon 30 days’ written notice.
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We will collect one-half of the estimated fees at the time the engagement begins and will invoice you
for the balance at the time the completed analysis is presented and will be due upon your receipt of
an invoice.
For those with $500,000 or greater of assets under management, the comprehensive financial plan
process will be included as part of our portfolio management fees and will continue for the term of
your relationship with our Firm. We reserve the right to negotiate the financial planning fees.
Retirement Plan Services Fee Schedule:
Prior to any engagement, you will receive in writing a schedule of all charges to be assessed to the
company and/or plan assets. Since the number of possible administration firms and investment
managers is numerous, any specific reference to their charges has been omitted.
Generally, administrating firms provide record keeping and IRS conformity testing for the plan, charge
a flat annual fee, and assess a per-participant charge. Investment management firms will typically
charge an annual fee for assets under management depending on the size of the plan and the
number of investment options used. We charge a one-time set up fee of $2,500 for assisting clients in
establishing the plan. This setup fee is negotiable depending on the needs of the client.
Alternative Investments:
Our affiliated broker/dealer, Perryman Securities, Inc. receives a placement fee, commissions, warrants
or other types of compensation on interests or units we recommend to you. In addition, Perryman
Securities, Inc. could earn carried interest or other types of compensation. Neither our Firm, any affiliate,
related nor affiliated persons nor entities act as Sponsor or General Partner. Additional information
about the investment, compensation method and conflicts will be disclosed in the related Private
Placement Memorandum including a discussion of certain significant risks or investing, which should be
closely reviewed by you.
Structured Notes:
We may recommend structured notes to our clients. These notes will each have unique attributes. We
review structured notes on an occasional basis from various issuers. We conduct due diligence on the
notes before approving them to be purchased for certain individual client portfolios taking into
consideration the underlying credit of the issuer, strategy, underlying indices, fees, market conditions,
as well as other factors. We customize the notes based on the needs and goals of the client.
Additionally, the notes will be diversified between issuers, strategy, and underlying indices. We will
provide a full description to you as the client at the time of investment. You must take into consideration
our portfolio management fees as well as the underlying fees of the structured notes charged by the
issuer. Credit risk is inherent in these types of notes and principal may or may not be guaranteed.
Additional Types of Fees or Expenses:
Portfolio Management fees do not include the cost of custodial services for individual retirement
accounts for qualified retirement plans. Transaction costs are not commissions. They are clearing costs
charged by the designated clearing firm on the account. We elect at our option to bear the cost of
transactions under certain circumstances. Additional fees are incurred while the funds are in a money
market fund or other no-load fund. These fees are charged and collected by the mutual funds and
are not refundable to Client.
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Our Firm is also a licensed insurance agency appointed by various life, health and disability insurance
companies. If you elect to buy insurance through us, then advisory agents would receive a commission
from the insurance sales, which includes life, accident, disability and fixed annuities. This presents a
conflict of interest because they will receive a commission for these services, which is separate from
the portfolio management, financial planning and other services provided. We have no single
agreement with any agency or company, but will seek out the products of any company, agency or
brokerage that has products fitting our client's needs. You are under no obligation to purchase
insurance products through our company.
Clients have the option to purchase investment products that we recommend through other brokers
or agents that are not affiliated with us.
Item 6
Performance-Based Fees and Side-By-Side Management
We do not charge performance-based fees, nor do we provide side-by-side management services.
Item 7
Types of Clients
Client Base:
Our customer base consists of individuals, high net worth individuals, trusts, estates, charitable
organizations, corporations and pension and profit-sharing plans. These are the types of clients that we
service.
Conditions for Account Management:
We have imposed a minimum account size of $250,000 in assets to be managed by us. We will
aggregate related accounts in the same household to meet account minimums. We can make an
exception to this minimum from time to time based on individual factors.
For those with $500,000 or greater of assets under management, the comprehensive financial plan
process will be included as part of our portfolio management fees and will continue for the term of
your relationship with our Firm. We reserve the right to negotiate the financial planning and analysis
fees.
Item 8
Methods of Analysis Investment Strategies and Risk of Loss
Analysis & Investment Strategies:
We use fundamental and technical security analysis methods.
Fundamental Analysis involves using real data to evaluate a security's value. We perform fundamental
analysis on a securities value by looking at economic factors, such as interest rates and the overall
state of the economy, information about issuers, potential changes in credit ratings, revenues,
earnings, future growth, return on equity, profit margins and other data to determine underlying value
and potential for future growth.
Technical Analysis involves studying supply and demand in the market to determine what direction or
trend will continue in the future by understanding the emotions in the market as opposed to its
components. Understanding the benefits and limitations of technical analysis can give a new set of
tools or skills that will enable us to be a better trader or investor.
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Our security analysis information is based on a number of sources including financial newspapers,
periodicals, commercially available investment services, issuer prepared information, security rating
services, general market and financial information, due diligence reviews and specific investment
analysis that our clients request. We also utilize commercially available software such as, but not limited
to, Schwab, and Morningstar Mutual Fund reports. These reports will also serve as sources of information
for us. This is provided to us for a nominal fee which is not passed on to you. This is a decision-making
research cost incurred by us as part of the normal cost of doing business.
Investment Strategy:
• We work with you to devise an investment strategy to meet your financial objectives. This
includes:
• discussion regarding your objectives
review of existing holdings
•
• ongoing analysis of funds
• advice on best direction for new investments
• updates of specific changes within the market or to particular funds
regular monitoring of recommended investments and periodic review
•
The flexibility of our strategies gives us the ability to best manage investment risks in any investment
market. Our investment strategy utilizes no load mutual funds and individual stocks bonds, ETF’s etc. to
diversify across asset classes or uncommon strategies utilizing private equity, hedge funds, real estate,
structured notes and other alternative categories. Portfolios are rebalanced on a periodic basis.
Risk of Loss:
Investing in securities involves risk of loss that clients should be prepared to bear. The advice offered by
our Firm to clients is determined by the areas of expertise of the agent providing the service and the
client’s stated objective. Our clients are advised to notify our Firm promptly if there are ever any
changes in your financial situation or investment objective or if you wish to impose any reasonable
restrictions upon our management services. If you wish to impose any reasonable restrictions upon our
management services, you will need to advise us in writing of any restrictions.
We do not represent, warrant, or imply that the services or methods of analysis employed by us can or
will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due
to market corrections or declines. All securities trading, whether in stocks, options, or other investment
vehicles, is speculative in nature and involves substantial risk of loss that clients should be prepared to
bear. Past performance is not necessarily indicative of future results. Clients should make every effort
to understand the risks involved.
Risks to our Managed Account Clients may include, but are not necessarily limited to, the following.
The foregoing risk factors are not a complete description of all risks associated with a Managed
Account Client’s investments or an underlying Fund investment. Clients should carefully read the risk
factors section of any mutual fund prospectus and offering documents of any private investment fund.
Margin Risk:
Margin is an investment strategy with a high level of inherent risk. A margin transaction occurs when an
investor uses borrowed assets to purchase financial instruments. The investor generally obtains the
borrowed assets by using other securities as collateral for the borrowed sum. The effect of purchasing
a security using margin is to magnify any gains or losses sustained by the purchase of the financial
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instruments on margin. Please Note: To the extent that a client authorizes the use of margin, and margin
is thereafter employed by Perryman in the management of the client’s investment portfolio, the market
value of the client’s account and corresponding fee payable by the client to Perryman may be
increased. As a result, in addition to understanding and assuming the additional principal risks
associated with the use of margin, clients authorizing margin are advised of the potential conflict of
interest whereby the client’s decision to employ margin may correspondingly increase the
management fee payable to Perryman. Accordingly, the decision as to whether to employ margin is
left totally to the discretion of client.
Exchange Traded Fund (“ETF”) Risk:
Most ETFs are passively managed investment companies whose shares are purchased and sold on a
securities exchange. An ETF represents a portfolio of securities designed to track a particular market
segment or index. ETFs are subject to the following risks that do not apply to conventional funds: The
market price of the ETF’s shares may trade at a premium or a discount to their net asset value; An
active trading market for an ETF’s shares may not develop or be maintained; and There is no assurance
that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be
met or remain unchanged.
Mutual Funds Risk:
Mutual Funds are managed independently of a client’s account and incur additional fees and/or
expenses which are borne indirectly by the client’s account in connection with any such investment.
There is also a risk that a fund manager may deviate from the stated investment strategy of the fund,
making it less suitable. Additionally, these investments are subject to the same risks as the underlying
investments.
Business Development Companies (BDCs):
BDCs are typically closed-end investment companies. Some BDCs primarily invest in the corporate
debt and equity of private companies and may offer attractive yields generated through high credit
risk exposures amplified through leverage. As with other high-yield investments, such as floating
rate/leveraged loan funds, private REITs and limited partnerships, investors are exposed to significant
market, credit and liquidity risks. In addition, fueled by the availability of low-cost financing, BDCs run
the risk of over-leveraging their relatively illiquid portfolios. Due to the illiquid nature of non-traded BDCs,
investors’ exit opportunities may be limited only to periodic share repurchases by the BDC at high
discounts.
Alternative Investment Risk:
Investing in alternative investments is speculative, not suitable for all clients, and intended for
experienced and sophisticated investors who are willing to bear the high economic risks of the
investment, which can include:
Loss of all or a substantial portion of the investment due to leveraging, short-selling or other
speculative investment practices
Lack of liquidity in that there may be no secondary market for the fund, and none are expected to
develop.
Volatility of Returns
Absence of information regarding valuations and pricing
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Delays in Tax Reporting
Less regulation and higher fees than mutual funds
Illiquid Investments:
Investments in certain underlying funds, including private equity and real assets, will be illiquid, entailing
a high degree of risk. An investor in an illiquid underlying fund may be expected to hold its investment
in the underlying fund for the entire life of the underlying fund, which is typically seven to ten years or
more. The underlying investments of an underlying fund, at any given time, may consist of significant
amounts of securities and other financial instruments that are very thinly traded, or for which no market
exists, or which are restricted as to their transferability under U.S. or state or non-U.S. securities laws. In
some cases, underlying funds may also be prohibited by contract from selling such securities for a
period of time. In other cases, the types of investments made by underlying funds may require a
substantial length of time to liquidate. Consequently, there is a significant risk that the underlying funds
will be unable to realize their investment objectives by sale or other disposition of portfolio company
securities at attractive prices or will otherwise be unable to complete any exit strategy with respect to
their portfolio companies. These risks can be further increased by changes in the financial condition or
business prospects of the portfolio companies, changes in economic conditions and changes in law.
An underlying fund may distribute its investments “in-kind,” which may be composed of illiquid
securities. There can be no assurance that clients or investors would be able to dispose of these
investments or that the value of these investments, as determined generally by an underlying fund, will
ultimately be realized.
Liquidity Risk:
Certain assets may not be readily converted into cash or may have a very limited market in which they
trade. Thus, you may experience the risk that your investment or assets within your investment may not
be able to be liquidated quickly, thus extending the period of time by which you may receive the
proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e.,
not being able to quickly get out of an investment before the price drops significantly) a particular
investment and therefore, can have a negative impact on investment returns.
Insurance and Reinsurance Investments Risk:
The principal risk of an investment in insurance and reinsurance instruments is that a triggering event(s)
(e.g., natural events, such as a hurricane, tornado or earthquake of a particular size/magnitude in a
designated geographic area) will occur and a Fund will lose all or a significant portion of the principal
it has invested in the security and the right to additional interest payments with respect to the security
and an investor will lose money. If multiple triggering events occur that have an impact on a significant
portion of the portfolio of the Fund, the Fund could suffer substantial losses. There is no way to
accurately predict whether a triggering event will occur, and because of this significant uncertainty,
insurance and reinsurance investments carry a high degree of risk.
Another risk is oversubscribed repurchase offers. If a repurchase offer by the Fund is oversubscribed,
the Fund may periodically repurchase but is not required to repurchase additional Shares up to a
maximum number of the outstanding Shares of the Fund. It is possible that a repurchase offer may be
oversubscribed with the result that shareholders may only be able to have a portion of their Shares
repurchased. There is no assurance that you will be able to tender your Shares when or in the amount
that you desire.
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Information Security Risk.
Clients may be susceptible to risks to the confidentiality and security of Perryman Financials operations
and proprietary and customer information. Information risks, including theft or corruption of
electronically stored data, denial of service attacks on our website or websites of our third-party service
providers, and the unauthorized release of confidential information are a few of the more common
risks faced by us and other investment advisors. Data security breaches of our electronic data
infrastructure could have the effect of disrupting our operations and compromising our customers’
confidential and personally identifiable information. Such breaches could result in an inability for us to
conduct business, potential losses, including identity theft and theft of investment funds from
customers, and other adverse consequences to customers. We have taken and will continue to take
steps to detect and limit the risks associated with these threats.
Overall Risks:
Clients need to remember that past performance is no guarantee of future results. All funds carry some
level of risk. You may lose some or all of the money you invest, including your principal, because the
securities held by a fund go up and down in value. Dividend or interest payments may also fluctuate,
or stop completely, as market conditions change. Before you invest, be sure to read a fund's
prospectus, private placement memorandum, operating agreement and shareholder reports to learn
about its investment strategy and the potential risks. Funds with higher rates of return may take risks that
are beyond your comfort level and are inconsistent with your financial goals. While past performance
does not necessarily predict future returns, it can tell you how volatile (or stable) a fund has been over
a period of time. Generally, the more volatile a fund, the higher the investment risk. If you need your
money to meet a financial goal in the near-term, you probably can't afford the risk of investing in a
fund with a volatile history because you will not have enough time to ride out any declines in the stock
market.
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 our Firm or the integrity of our
management.
Our Firm does not have any material facts about legal or disciplinary events that are material to your
evaluation of our integrity or its advisory agents to disclose. Your confidence and trust placed in our
Firm and its advisory agents is something we value and endeavor to protect.
Item 10
Other Financial Industry Activities and Affiliations
Related Entity Relationships:
Our Firm is also a licensed insurance agency appointed by various life, health and disability insurance
companies. If you elect to buy insurance through us then the advisory agents would receive a
commission from the insurance sales, which includes life, accident, disability and fixed annuities. This
presents a conflict of interest because they will receive a commission for these services, which is
separate from the portfolio management, financial planning and other services provided. We have no
single agreement with any agency or company, but will seek out the products of any company,
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agency or brokerage that has products fitting our client's needs. You are under no obligation to
purchase insurance products through our company.
Advisory agents of our Firm are also registered with Perryman Securities, Inc., member FINRA/SIPC, an
affiliated broker/dealer. In this capacity, our advisory agents will receive normal and customary
commissions if you elect to implement a securities transaction through Perryman Securities, Inc. or
purchase a load mutual fund.
Non-Related Entity Relationships:
Our recommendations to you to invest in alternative investments will be suitable for your stated
investment goals, risk temperament, and investment objectives. The alternative investments can range
from short term to long term investment vehicles that have various investment objectives including
revenue from the production of natural gas and/oil associated with those oil & gas royalty interests
acquired for the fund, real estate interests, structured notes etc. Our Firm has no affiliation with the
issuers. Additional information for suggested alternative investments, including a discussion of certain
significant risks of investing, will be disclosed in the related Private Placement Memorandum. Qualified
persons should read the Memorandum carefully before investing.
Item 11
Code of Ethics, Participation or Interest in Client Transactions & Personal Trading
Code of Ethics:
We have adopted a Code of Ethics Policy to prohibit conflicts of interest from personal trading by our
advisory personnel and have established standards of conduct expected of our advisory personnel.
We have set forth in the Code of Ethics Policy statements of general principals, required course of
conduct, reporting obligations, and review and enforcement of the Code of Ethics Policy. We will
provide a copy of the Code of Ethics Policy to our clients or prospective clients upon written request.
Participation or Interest in Client Transactions / Personal Trading:
Advisory agents of the Firm are also registered with Perryman Securities, Inc., member FINRA/SIPC, an
affiliated broker/dealer. In this capacity, our advisory agents will receive normal and customary
commissions if you elect to implement a securities transaction through Perryman Securities, Inc. or
purchase a load mutual fund, variable annuity or alternative investment.
Our Advisory Agents will buy or sell for themselves securities that they also recommend to you. These
investment products will be bought and sold on the same basis as you buy them. We will transact your
transactions and business before our own when similar securities are being bought or sold. In all
instances, the positions would be so small as to have no impact on the pricing or performance of the
security. We will do everything possible to mitigate these conflicts. Records of all advisory associate’s
proprietary trading activities are reviewed and kept by us. We and our advisory agents will act in a
fiduciary manner, understand the prohibitions against the use of any insider information and will always
act in your best interest.
Item 12
Brokerage Practices
Brokerage Selection:
When we are granted sole discretionary authority over your account(s) we determine the securities to
be bought or sold, their amounts, the broker dealer to be used, and the commissions to be paid,
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without specific consultation with you as deemed to be in your best interest and to achieve your stated
investment objectives.
We generally recommend the brokers or dealers to handle securities transactions. We utilize Schwab
Institutional, a division of Charles Schwab & Co., Inc., as the broker-dealer for the execution of securities
transactions. Custody of client accounts for both securities and funds will be maintained at Schwab
Institutional, a division of Charles Schwab & Co., Inc. Factors which we consider when recommending
Charles Schwab include their respective financial strength, reputation, execution, pricing, research
and service. We understand and acknowledge that at all times we owe a fiduciary duty to you to
obtain best execution for your transactions. We believe that our relationship with Charles Schwab helps
us to execute securities transactions for you in such a manner that your total cost in each transaction
is as favorable as possible under prevailing market conditions. However, accounts with Charles
Schwab, as a full-service broker/dealer, cannot obtain best execution at all times. The commissions
and/or transactional fees charged by Charles Schwab to you can be higher or lower than those
charged by another broker-dealer.
In addition to a broker's ability to provide the "best execution," we also consider the value of "research"
or additional brokerage products and services a broker-dealer has provided or is willing to provide. This
is known as paying for those services or products with "soft dollars." Because many of the services or
products could be considered to provide a benefit to us and, because the "soft dollars" used to acquire
them are client assets, we could be considered to have a conflict of interest in allocating your
brokerage business: we could receive valuable benefits by selecting a particular broker or dealer to
execute your transactions and the transaction compensation charged by that broker or dealer might
not be the lowest compensation we might otherwise be able to negotiate. In addition, we theoretically
could have an incentive to cause you to engage in more securities transactions than would otherwise
be optimal in order to generate brokerage compensation with which to acquire products and services.
Research and other Soft Dollar Benefits:
Our Firm's use of soft dollars is intended to comply with the requirements of Section 28(e) of the
Securities Exchange Act of 1934. Section 28(e) provides a “safe harbor” for investment managers who
use commissions or transaction fees paid by their advised accounts to obtain investment research
services that provide lawful and appropriate assistance to the manager in performing investment
decision-making responsibilities. As required by Section 28(e), we will make a good faith determination
that the amount of commission or other fees you pay is reasonable in relation to the value of the
brokerage and research services provided. That is, before placing orders with a particular broker, we
generally determine, considering all the factors described below, that the compensation to be paid
to Charles Schwab is reasonable in relation to the value of all the brokerage and research products
and services provided by Charles Schwab. In making this determination, we typically consider not only
the particular transaction or transactions, and not only the value of brokerage and research services
and products to you, but also the value of those services and products in our performance of our
overall responsibilities to all of our clients. In some cases, the commissions or other transaction fees
charged by a particular broker-dealer for a particular transaction or set of transactions can be greater
than the amounts another broker-dealer who did not provide research services or products might
charge. In some cases, with your consent, we consider a broker-dealers provision of non-research
products and/or services (i.e., products or services that we do not use in making investment decisions
or executing transactions for clients). In such cases, however, the products or services involved are
used solely for your benefit in whose account the commissions or other fees are incurred.
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Advisor participates in the institutional advisor program (the “Program”) offered by Charles Schwab.
Charles Schwab is a division of Charles Schwab & Co., Inc. member FINRA/SIPC, an unaffiliated SEC-
registered broker-dealer and FINRA member. Charles Schwab offers independent investment advisory
services, which include custody of securities, trade execution, clearance and settlement of
transactions. Advisor receives some benefits from Charles Schwab through its participation in the
Program.
Research and Brokerage Products and Services.
"Research" products and services we receive from broker-dealers can include economic surveys, data,
and analyses; financial publications; recommendations or other information about particular
companies and industries (through research reports and otherwise); and other products or services
(e.g., computer services and equipment, including hardware, software, and data bases) that provide
lawful and appropriate assistance to us in the performance of our investment decision-making
responsibilities. Consistent with Section 28(e), brokerage products and services (beyond traditional
execution services) consist primarily of computer services and software that permit us to effect
securities transactions and perform functions incidental to transaction execution. We generally use
such products and services in the conduct of our investment decision making generally, not just for
those accounts whose commissions considered to have been used to pay for the products or services.
Other Uses and Products.
We use some products or services not only as "research" and as brokerage (i.e., to assist in making
investment decisions for clients or to perform functions incidental to transaction execution) but for our
administrative and other purposes as well. In these instances, we make a reasonable allocation of the
cost of the products and services so that only the portion of the cost that is attributable to making
investment decisions and executing transactions is paid with commission dollars and we bear the cost
of the balance. Our interest in making such an allocation differs from your interest, in that we have an
incentive to designate as much as possible of the cost as research and brokerage in order to minimize
the portion that the Firm must pay directly.
Mutual Fund Transactions.
Although shares of no-load mutual funds can be purchased and redeemed without payment of
transactions fees, being consistent with our duty of best execution, determine to cause your accounts
to pay transaction fees when purchasing shares of certain no-load mutual funds through Charles
Schwab in order to obtain “research.” This research is not used for your exclusive benefit if you pay
transaction fees in purchasing mutual fund shares.
Amount and Manner of Payment.
A broker-dealer through which we wish to use soft dollars can establish "credits" arising out of brokerage
business done in the past, which can be used to pay, or reimburse the Firm for, specified expenses. In
other cases, a broker-dealer can provide or pay for the service or product and suggest a level of future
business that would fully compensate us. The actual level of transactional business we do with a
particular broker-dealer during any period can be less than such a suggested level but can exceed
that level and generate unused soft dollar "credits." Where you have authorized us to consider a broker-
dealers provision of services outside the Section 28(e) safe harbor, a broker-dealer can generate
"credits" based on transactions effected in the past and allow us to use such "soft dollars" to acquire
services and products provided by third parties. We do not exclude a broker-dealer from receiving
business simply because the broker-dealer has not been identified as providing soft dollar research
16
products and services, although we may not be willing to pay the same commission to such broker-
dealer as we would have paid had the broker-dealer provided such products and services.
Neither the Firm nor its agents are affiliates of Charles Schwab & Co. or Charles Schwab & Co.
Advisory agents of our Firm are also registered with Perryman Securities, Inc., member FINRA/SIPC, an
affiliated broker/dealer. In this capacity, our advisory agents will receive normal and customary
commissions if you elect to implement a securities transaction through Perryman Securities, Inc. or
purchase a load mutual fund. Our Advisory Agents will take steps to ensure that you receive best
execution and reasonable commission rates when trades are executed.
Soft Dollar Practices:
We have an arrangement with both Charles Schwab as custodians whereby a "soft dollar" account is
credited based on the dollar value of the transaction costs generated in some instances by equity
trades only. All clients will, however, benefit from the research services provided by “soft dollar”
purchases. These soft-dollar accounts are used to pay for such items as research services and software
used in connection with managing client assets. In no circumstance do we receive any direct
compensation or financial reimbursement for general overhead expenses. Client transaction costs are
not increased to make this soft-dollar account available.
We participate in Schwab's institutional customer program and we recommend Schwab to clients for
custody and brokerage services. There is no direct link between our participation in the program and
the investment advice it gives to its clients, although we receive economic benefits through its
participation in the program. These benefits include: receipt of duplicate client confirmations; access
to a trading desk serving adviser participants; access to block trading (which provides the ability to
aggregate securities transactions for execution and then allocate the appropriate shares to client
accounts); the ability to have advisory fees deducted directly from client accounts; access to an
electronic communications network for client order entry and account information; access to mutual
funds with no transaction fees and to certain institutional money managers; and discounts on
compliance, marketing, technology, and practice management products or services provided to us
by third party vendors. The benefits received by us do not depend on the number of brokerage
transactions directed to Schwab. As part of our fiduciary duties to clients, we endeavor at all times to
put the interests of our clients first. You should be aware, however, that the receipt of economic
benefits by us in and of itself creates a potential conflict of interest.
Brokerage for Client Referrals:
Neither our Firm nor our Advisory Agents receive client referrals from a broker dealer or other third
party when recommending to you a broker-dealer for the execution of securities transactions.
Directed Brokerage:
If you want to direct us to use a particular broker dealer to handle security transactions, then you are
responsible for the custodian fee arrangement. You should understand that this might prevent our Firm
from effectively negotiating brokerage compensation or obtaining the most favorable net price and
execution. When directing brokerage business, you should consider whether the commission expenses,
execution, clearance and settlement capabilities that you will obtain through another broker dealer
are adequately favorable in comparison to those that our Firm would otherwise obtain for you using
Charles Schwab & Co. or Charles Schwab & Co. You can also elect a custodian (bank or broker) from
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a range of choices that we have. We encourage you to discuss available alternatives with our advisory
agents.
Neither this Firm nor our advisory agents receive any products, research or services other than those
disclosed.
Trade Aggregation and Block Trading:
Perryman does not aggregate or block trades as most trades are mutual funds or business
development companies where trade aggregation does not typically obtain any client benefit.
Item 13
Review of Accounts
Accounts are maintained on our computerized database system which tracks all values and
transactions on a daily basis. Accounts are continuously monitored and research on positions is
gathered and evaluated regularly.
investment companies,
Statements, confirmations and performance reports are furnished from various financial services
institutions or firms with which you transact business. These firms may include, and are not limited to,
brokerages,
insurance companies, trust companies, other registered
investment advisors, banks and credit unions. You will receive from us monthly or quarterly performance
reports that detail the current value of each position, asset allocation, rate of return, aggregate
account value, and other pertinent information. You can access personal reports via a secured
internet portal via our website, www.billperryman.com. Special communications are also sent to you
from time to time.
If we provide you with only financial planning or analysis services, you will not receive regular reports
on your accounts after the financial planning or analysis services have been concluded.
Item 14
Client Referrals and Other Compensation
Client Referrals:
We enter into arrangements with individuals or entities (the “Solicitor”) under which the Solicitor will
refer potential clients to us for investment advisory services. In return, we will agree to pay to such
Solicitor a referral fee, which can be a fixed amount, or a percentage of the advisory fee collected.
Remuneration to the Solicitor is predicated on the prospect of entering into an advisory agreement
with our Firm. This sharing of fees will not result in you paying a higher fee than our published fee
schedule.
The Solicitor will be properly registered (where applicable), and the arrangement will be disclosed in
writing to all clients referred by the Solicitor. A copy of such disclosure will be signed by you and will be
maintained in our files.
Other Compensation:
We have an arrangement with both Charles Schwab as custodians whereby a "soft dollar" account is
credited based on the dollar value of the transaction costs generated in some instances by equity
trades only. All clients will benefit from the research services provided by “soft dollar” purchases. These
soft-dollar accounts are used to pay for such items as research services and software used in
connection with managing client assets. In no circumstance will we receive any direct compensation
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or financial reimbursement for general overhead expenses. Your transaction costs are not increased
to make this soft-dollar account available.
We also participate in Schwab's institutional customer program and we recommend Schwab to you
for custody and brokerage services. There is no direct link between our participation in the program
and the investment advice it gives to its clients, although we receive economic benefits through its
participation in the program. These benefits include: receipt of duplicate client confirmations; access
to a trading desk serving adviser participants; access to block trading (which provides the ability to
aggregate securities transactions for execution and then allocate the appropriate shares to client
accounts); the ability to have advisory fees deducted directly from client accounts; access to an
electronic communications network for client order entry and account information; access to mutual
funds with no transaction fees and to certain institutional money managers; and discounts on
compliance, marketing, technology, and practice management products or services provided to us
by third party vendors. The benefits received by us do not depend on the number of brokerage
transactions directed to Schwab. As part of our fiduciary duties to clients, we endeavor at all times to
put the interests of our clients first. You should be aware, however, that the receipt of economic
benefits by us in and of itself creates a potential conflict of interest.
Item 15
Custody
Under government regulations, we are deemed to have custody of your assets since you authorize us
to instruct your custodian to deduct our advisory fees directly from your account. We do not maintain
physical custody of your accounts nor are we authorized to hold or receive any stock, bond or other
security or investment certificate or cash that is part of your account. Your funds and securities will be
physically maintained with a “qualified custodian” as required under Rule 206(4)-2 under the Advisers
Act.
Custody of client accounts for both securities and funds will be maintained at Charles Schwab or other
custodian as directed by you. Account statements are sent quarterly from the custodian, and you
should carefully review those statements including comparison to any reports we send to you.
Item 16
Investment Discretion
You have granted our Firm sole and absolute discretion in the management of your portfolio and
periodic re-balancing to the target percentages as outlined in the Clients Advisory Agreement except
with respect to payment of the Firm's Fees. In the exercise of its authority, we are fully authorized and
empowered to place orders to brokers, dealers, mutual funds, or other persons with respect to the
purchase, sale, exchange, disposition or liquidation of any assets held in your portfolio.
We have limited authority to sell or redeem securities holdings in sufficient amounts to pay Advisory
Fees. You are able to reimburse the portfolio for Advisory Fees paid to us.
Item 17
Voting Client Securities
We do not have any authority to and do not vote proxies on behalf of advisory clients. Clients retain
the responsibility for receiving and voting proxies for any and all securities maintained in client
portfolios. To this end, we will instruct the Custodian to forward all proxy material directly to you. We
shall forward any proxy materials we receive that pertain to Assets in client accounts to the respective
clients, or to the Advisor(s) for an employee benefit plan covered by ERISA, unless the plan's trust
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agreement provides otherwise. You can contact our office at 972-770-4800 for any questions about a
particular solicitation.
Item 18
Financial Information
We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in
advance. We do not have any financial condition that is reasonably likely to impair the ability to meet
contractual commitments to you.
Item 19
Requirements for State Registered Advisers
Not applicable, we are an SEC registered investment adviser.
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