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Item 1
Cover Page
ProVise Management Group, LLC
SEC File Number: 801 – 32172
Form ADV Part 2A, Brochure
Dated 3/26/2025
Contact: Shane O’Hara, CFP®, CPWA®, Chief Compliance
Officer
611 Druid Road East, Suite 105
Clearwater, Florida 33756
www.provise.com
This brochure provides information about the qualifications and business practices of ProVise
Management Group, LLC (ProVise). If you have any questions about the contents of this brochure,
please contact us at (727) 441-9022 or info@provise.com. 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.
Additional information about ProVise Management Group, LLC also is available on the SEC’s
website at www.adviserinfo.sec.gov.
References to ProVise Management Group, LLC as a “registered investment adviser” or any
reference to being “registered” does not imply a certain level of skill or training.
Item 2
Material Changes
There have been material changes to this Brochure since the last annual amendment filing dated,
March 21, 2024. Specifically, ProVise Management Group, LLC has had a corporate control
change of our ultimate parent company, Kestra Holdings (see below):
Ownership Update - Effective February 3, 2025, Kestra and Bluespring companies were subject
to an indirect change in control when affiliated funds of Stone Point Capital, LLC (collectively,
“Stone Point”) acquired majority ownership of Kingfisher Topco Holdings, LP (“Kingfisher”), a
new parent partnership formed for purposes of completing Stone Point’s acquisition. Kingfisher
Topco Holdings GP, LLC, which is also majority-owned by Stone Point, serves as general partner
of Kingfisher.
In addition to the above material changes, the Firm has made disclosure changes, enhancements
and additions at Items 4, 5, 7, 8 and 12 below regarding financial planning, advisory fees, portfolio
activity, use of options, and non-soft dollar benefits.
ANY QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions regarding the above referenced changes and any
other issues pertaining to this Brochure.
Item 3
Table of Contents
Item 1 Cover Page .................................................................................................................................... 1
Item 2 Material Changes .......................................................................................................................... 2
Item 3
Table of Contents .......................................................................................................................... 2
Item 4 Advisory Business ........................................................................................................................ 3
Fees and Compensation .............................................................................................................. 12
Item 5
Performance-Based Fees and Side-by-Side Management .......................................................... 17
Item 6
Item 7
Types of Clients .......................................................................................................................... 17
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 18
Item 9
Disciplinary Information ........................................................................................................... 20
Item 10 Other Financial Industry Activities and Affiliations .................................................................. 21
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.............. 23
Item 12 Brokerage Practices .................................................................................................................... 24
Item 13 Review of Accounts .................................................................................................................... 25
Item 14 Client Referrals and Other Compensation .................................................................................. 26
Item 15 Custody ....................................................................................................................................... 26
Item 16
Investment Discretion ................................................................................................................. 27
Item 17 Voting Client Securities .............................................................................................................. 27
Item 18 Financial Information ................................................................................................................. 27
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Item 4
Advisory Business
ProVise Management Group, LLC (ProVise) is a limited liability company formed on January 10,
2002, in the state of Florida. ProVise first became registered as an investment adviser in 1988
through our predecessor firm, ProVise Management Group, Inc. V. Raymond Ferrara, CFP® is
ProVise’s Founder and Executive Chair. ProVise is directly owned by Kestra Financial, Inc., which
is an indirect subsidiary of Kingfisher Topco Holdings, LP (Kingfisher), which also owns other
registered investment advisers, broker-dealers, insurance agencies, a trust company and other
product and service providers (ProVise Affiliates). From time to time, ProVise recommends that
you purchase or sell products and services from or through ProVise Affiliates and these ProVise
Affiliates and/or ProVise receives compensation as a result of such recommendations. A
recommendation that you purchase or sell products or services by or through a ProVise Affiliate
creates a conflict of interest since it could result in increased compensation to a ProVise Affiliate
and/or ProVise.
As discussed below, ProVise offers investment advisory services to a variety of clients such as
individuals, pension and profit sharing plans, business entities, trusts, estates and charitable
organizations, etc. ProVise also provides financial planning and related consulting services upon
specific request of a client.
INVESTMENT ADVISORY SERVICES
You can engage ProVise to provide discretionary and/or non-discretionary investment advisory
services on a fee basis. ProVise’s negotiable annual advisory fee is based on a percent (%) of assets
placed under ProVise’s management and generally ranges from 0.20% to 1.50%. The minimum
quarterly fee is generally $750. Before engaging ProVise to provide investment advisory services,
clients are generally required to enter into an Investment Advisory Agreement with ProVise setting
forth the terms and conditions of the engagement (including termination), describing the scope of
the services to be provided, and the fee that is due from the client. To commence the investment
advisory process, ProVise will ascertain each client’s investment objective(s) and then allocate the
client’s assets consistent with the client’s designated investment objective(s). Once allocated,
ProVise provides ongoing supervision of the account(s).
For individual retail (i.e., non-institutional) clients, ProVise’s annual investment advisory fee shall
generally (exceptions can occur-see below) include investment advisory services, and, to the extent
specifically requested by the client, financial planning and consulting services. In the event that the
client requires extraordinary planning and/or consultation services (to be determined in the sole
discretion of ProVise), ProVise may determine to charge for such additional services, the dollar
amount of which shall be set forth in a separate written notice to the client.
STAND-ALONE FINANCIAL PLANNING AND NON-INVESTMENT CONSULTING
SERVICES.
ProVise can also provide financial planning and/or related consulting services on a standalone basis
per the terms and conditions of a separate written agreement and fee. These services include
investment and non-investment related matters, such as retirement planning, tax and estate
planning, insurance planning, etc. We only provide these services upon request and do not provide
them to all clients. We determine in our sole discretion whether to provide these services or not for
a given client. Our planning and consulting fees are negotiable, but generally range from $2,500 to
$15,000 on a fixed fee basis, and from $150 to $750 on an hourly rate basis. ProVise bases its fees
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on the level and scope of the services we provide you and consider other factors such as your
specific needs and circumstances and whether other professionals are needed to render the services.
Before we provide any planning or consulting services, you generally enter into a written Financial
Planning and Consulting Agreement with ProVise setting forth the terms and conditions of the
engagement (including termination), describing the scope of the services we will provide, and
indicating whether you must pay any portion of the fee up front.
To the extent requested by a client, ProVise can recommend the services of other professionals for
investment and non-investment implementation purposes, (i.e. attorneys, accountants, insurance,
etc.), including our personnel in their individual capacities as registered representatives of a
ProVise Affiliate broker-dealer and/or licensed insurance agents. (See more information under Item
10). You are under no obligation to engage the services of any professional we recommend. You
retain discretion over all implementation decisions and are free to accept or reject any
recommendation we make.
Please Note-Conflict of Interest: The recommendation that a client purchase a securities or
insurance commission product from ProVise’s representative in his/her individual capacity as a
registered representative and/or as an insurance agent, presents a conflict of interest, as the receipt
of commissions can provide an incentive to recommend investment and/or insurance products
based on commissions to be received, rather than on a particular client’s need. The fees charged
and compensation derived from the sale of such insurance and/or securities products is separate
from, and in addition to, ProVise’s investment advisory fee. No client is under any obligation to
purchase any securities or insurance commission products from any of ProVise’s representatives.
Clients are reminded that they can purchase securities and insurance products recommended by a
ProVise representative through other, non-affiliated broker-dealers and/or insurance agents. ANY
QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions that a client or prospective client may have
regarding the above conflicts of interest. If the client engages any unaffiliated professional, and
a dispute arises thereafter relative to such engagement, the engaged professional (and not ProVise)
shall remain exclusively responsible for resolving any such dispute with the client.
Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client leaving
an employer typically has four options regarding an existing retirement plan (and could engage in
a combination of these options): (i) leave the money in the former employer’s plan, if permitted,
(ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted,
(iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value
(which could, depending upon the client’s age, result in adverse tax consequences). If ProVise
recommends that a client roll over their retirement plan assets into an account to be managed by
ProVise, such a recommendation creates a conflict of interest if ProVise will earn a new (or increase
its current) compensation as a result of the rolled over assets. In addition, the costs and fees
associated with an advisory account managed by ProVise generally will be higher than those of a
retirement plan. If ProVise provides a recommendation as to whether a client should engage in a
rollover or not (whether it’s from an employer’s plan or an existing IRA), ProVise is acting as a
fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the
Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is
under any obligation to roll over retirement plan assets to an account managed by ProVise,
whether it is from an employer’s plan or an existing IRA. ProVise’s Chief Compliance
Officer, Shane O’Hara, CFP®, CPWA®, remains available to address any questions that a
client or prospective client has regarding the potential for conflict of interest presented by
such rollover recommendation.
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Custodian Charges-Additional Fees. As discussed in Item 12 below, when requested to
recommend a broker-dealer/custodian for client accounts, ProVise generally recommends that
Schwab (and/or NATC for trust company services) as the broker-dealer/custodian for client
investment management assets. Broker-dealers such as Schwab charge brokerage commissions,
transaction, and/or other type fees for effecting certain types of securities transactions (i.e.,
including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for
fixed income transactions, etc.). The types of securities for which transaction fees, commissions,
and/or other types of fees (as well as the amount of those fees) shall differ depending upon the
broker-dealer/custodian. While certain custodians, including Schwab, generally do not currently
charge fees on individual equity transactions (including ETFs), others including NATC do. Please
Note: there can be no assurance that Schwab or NATC will not change its transaction fee pricing in
the future.
Cash Sweep Accounts. Account custodians generally require that cash proceeds from account
transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep
account. The yield on the sweep account is generally lower than those available in money market
accounts. To help mitigate this issue, ProVise shall generally purchase a higher yielding money
market fund available on the custodian’s platform with cash proceeds or deposits, unless ProVise
reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to
purchase additional investments for the client’s account. Exceptions and/or modifications can and
will occur with respect to all or a portion of the cash balances for various reasons, including, but
not limited to, the amount of dispersion between the sweep account and a money market fund, the
size of the cash balance, an indication from the client of an imminent need for such cash, or the
client has a demonstrated history of writing checks from the account.
Please Note: The above does not apply to the cash component maintained within ProVise’s actively
managed investment strategy (the cash balances for which shall generally remain in the custodian
designated cash sweep account), an indication from the client of a need for access to such cash,
assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing
purposes. Please Also Note: The client shall remain exclusively responsible for yield
dispersion/cash balance decisions and corresponding transactions for cash balances maintained in
any of ProVise’s unmanaged accounts. ANY QUESTIONS: ProVise’s Chief Compliance
Officer, Shane O’Hara, CFP®, CPWA®, remains available to address any questions that a
client or prospective client may have regarding the above.
Portfolio Activity. ProVise has a fiduciary duty to provide services consistent with the client’s best
interest. As part of its investment advisory services, ProVise will review client portfolios on an
ongoing basis to determine if any changes are necessary based upon various factors, including, but
not limited to, investment performance, market conditions, mutual fund manager tenure, style drift,
and/or a change in the client’s investment objective. Based upon these factors, there will be
extended periods of time when ProVise determines that changes to a client’s portfolio are neither
necessary, nor prudent. Clients remain subject to the fees described in Item 5 below during periods
of account inactivity. Of course, as indicated below, there can be no assurance that investment
decisions made by ProVise will be profitable or equal any specific performance level(s).
Other Assets. A client may:
to
the contrary, would prefer
to
• hold securities that were purchased at the request of the client or acquired prior to the
client’s engagement of the ProVise. Generally, with potential exceptions, ProVise does
not/would not recommend nor follow such securities, and absent mitigating tax
consequences or client direction
liquidate
such securities. Please Note: If/when liquidated, it should not be assumed that the
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replacement securities purchased by ProVise will outperform the liquidated positions. To
the contrary, different types of investments involve varying degrees of risk, and there can
be no assurance that future performance of any specific investment or investment strategy
(including the investments and/or investment strategies recommended or undertaken by
ProVise) will be profitable or equal any specific performance level(s)In addition, there
may be other securities and/or accounts owned by the client for which ProVise does not
maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which ProVise does not maintain custodian
access and/or trading authority.
(5)
include
Corresponding Services/Fees: When agreed to by ProVise, ProVise shall: (1) remain available
to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor
these securities/accounts on a regular basis, including, where applicable, rebalancing with client
consent;(3) shall generally consider these securities as part of the client’s overall asset allocation;
and, (4) report on such securities/accounts as part of regular reports that may be provided by
ProVise; and,
the market value of all such securities for purposes of
calculating advisory fee.
ANY QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions regarding the above.
Independent Managers. Under certain circumstances, ProVise will allocate, and/or recommend
that you allocate, a portion of your assets among unaffiliated independent investment managers
(Independent Managers) in accordance with your designated investment objectives. In such
situations, these Independent Manager[s] shall have day-to day responsibility for the active
discretionary management of your allocated assets, including, to the extent applicable, proxy voting
responsibility. ProVise shall continue to render investment supervisory services to the client
relative to the ongoing monitoring and review of account performance, asset allocation and
investment objectives. Factors that ProVise shall consider in recommending Independent
Manager[s] include your designated investment objective(s), we also consider the Investment
Manager’s management style, performance, reputation, financial strength, reporting capabilities,
pricing, and other available information and research on the Investment Manager. Please Note:
The investment management fee charged by the Independent Manager, as well as any transaction
related fees of your designated broker-dealer or account custodian, are separate from, and in
addition to, the fees you pay us for investment advisory services as described above. ANY
QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions that a client or prospective client may have
regarding the allocation of account assets to an Independent Manager(s), including the
specific additional fee to be charged by such Independent Manager(s).
Cybersecurity Risk. The information technology systems and networks that ProVise and its third-
party service providers use to provide services to ProVise’s clients employ various controls, which
are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions
that could cause significant interruptions in ProVise’s operations and/or result in the unauthorized
acquisition or use of clients’ confidential or non-public personal information. Clients and ProVise
are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to
incur financial losses and/or other adverse consequences, Although ProVise has established its
processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will
always be successful, especially considering that ProVise does not directly control the
cybersecurity measures and policies employed by third-party service providers. Clients could incur
similar adverse consequences resulting from cybersecurity incidents that more directly affect
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issuers of securities in which those clients invest, broker-dealers, qualified custodians,
governmental and other regulatory authorities, exchange and other financial market operators and
providers.
Interval Funds/Risks and Limitations: Where appropriate, ProVise may utilize interval funds
(and other types of securities that could pose additional risks, including lack of liquidity and
restrictions on withdrawals). An interval fund is a non-traditional type of closed-end mutual
fund that periodically offers to buy back a percentage of outstanding shares from shareholders.
Investments in an interval fund involve additional risk, including lack of liquidity and restrictions
on withdrawals. During any time periods outside of the specified repurchase offer window(s),
investors will be unable to sell their shares of the interval fund. There is no assurance that an
investor will be able to tender shares when or in the amount desired. There can also be situations
where an interval fund has a limited amount of capacity to repurchase shares, and may not be able
to fulfill all purchase orders. In addition, the eventual sale price for the interval fund could be less
than the interval fund value on the date that the sale was requested. While an interval fund
periodically offers to repurchase a portion of its securities, there is no guarantee that investors may
sell their shares at any given time or in the desired amount. As interval funds can expose investors
to liquidity risk, investors should consider interval fund shares to be an illiquid investment.
Typically, the interval funds are not listed on any securities exchange and are not publicly traded.
Thus, there is no secondary market for the fund’s shares. Because these types of investments
involve certain additional risk, these funds will only be utilized when consistent with a client’s
investment objectives, individual situation, suitability, tolerance for risk and liquidity needs.
Investment should be avoided where an investor has a short-term investing horizon and/or cannot
bear the loss of some, or all, of the investment. There can be no assurance that an interval fund
investment will prove profitable or successful. In light of these enhanced risks, a client may
direct ProVise, in writing, not to purchase interval funds for the client’s account.
Please Note: Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”) considerations
into the investment due diligence process. ESG investing incorporates a set of criteria/factors used
in evaluating potential investments: Environmental (i.e., considers how a company safeguards the
environment); Social (i.e., the manner in which a company manages relationships with its
employees, customers, and the communities in which it operates); and Governance (i.e., company
management considerations). The number of companies that meet an acceptable ESG mandate can
be limited when compared to those that do not, and could underperform broad market indices.
Investors must accept these limitations, including potential for underperformance. As with any type
of investment (including any investment and/or investment strategies recommended and/or
undertaken by ProVise), there can be no assurance that investment in ESG securities or funds will
be profitable, or prove successful. ProVise does not maintain or advocate an ESG investment
strategy, but will seek to employ ESG if directed by a client to do so. If implemented, ProVise
shall rely upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund
or separate account manager to determine that the fund’s or portfolio’s underlying company
securities meet a socially responsible mandate.
Cryptocurrency: For clients who want exposure to cryptocurrencies, including Bitcoin, ProVise,
will advise the client to consider a potential investment in corresponding exchange traded
securities, or an allocation to separate account managers and/or private funds that provide
cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services,
but uses an online ledger with strong cryptography (i.e., a method of protecting information and
communications through the use of codes) to secure online transactions. Unlike conventional
currencies issued by a monetary authority, cryptocurrencies are generally not controlled
or regulated and their price is determined by the supply and demand of their market. Because
cryptocurrency is currently considered to be a speculative investment, ProVise will not exercise
7
discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client
must expressly authorize the purchase of the cryptocurrency investment. Please Note: ProVise does
not recommend or advocate the purchase of, or investment in, cryptocurrencies. ProVise considers
such an investment to be speculative. Please Also Note: Clients who authorize the purchase of a
cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme
price volatility and complete loss of principal.
Please Note-Use of Mutual Funds and Exchange Traded Funds: ProVise utilizes mutual funds
and exchange traded funds for its client portfolios. In addition to ProVise’s investment advisory
fee described below, and transaction and/or custodial fees discussed above, clients will also incur,
relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level
(e.g., management fees and other fund expenses). The mutual funds and exchange traded funds
utilized by ProVise are generally available directly to the public. Thus, a client can generally obtain
many of the mutual funds that are recommended and/or utilized by ProVise independent of
engaging ProVise as an investment advisor. However, if a prospective client determines to do so,
he/she will not receive ProVise's initial and ongoing investment advisory services.
In addition to ProVise’s investment advisory fee described below, and transaction and/or custodial
fees discussed below, clients will also incur, relative to all mutual fund and exchange traded fund
purchases, charges imposed at the fund level (e.g., management fees and other fund expenses).
RETIREMENT PLANNING CONSULTING SERVICES (ERISA PLAN and 401(k)
INDIVIDUAL ENGAGEMENTS)
Trustee Directed Plans. When ProVise is engaged to provide investment advisory services to
ERISA retirement plans, ProVise manages plan assets consistent with the investment objective
designated by the plan trustees and/or participants. In such engagements, ProVise will serve as an
investment fiduciary as that term is defined under The Employee Retirement Income Security Act
of 1974 (“ERISA”). ProVise will generally provide services on an “assets under management” fee
basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the
Firm.
Participant-Directed Retirement Plans. ProVise provides investment advisory and consulting
services to participant-directed retirement plans. For such engagements, ProVise can assist the plan
sponsor with the selection of an investment platform and can also provide discretionary selection
and ongoing monitoring of a lineup of investment alternatives, from which plan participants shall
make their respective investment choices.
If engaged to provide this service, ProVise can also provide some or all the following services to
the plan client:
•
Implement a multi-step process to help the plan fiduciary carry out the fiduciary
responsibility to monitor the plan’s investments. Establishing a sound fiduciary
governance process is vital to good decision-making and to documenting that prudent
procedural steps are followed in making investment decisions.
• Provide financial education to all levels of employees of the plan sponsor, regardless of
their participation in the plan, to enable them to more confidently accumulate and manage
their savings toward their retirement.
• Consult with the plan fiduciary to make an informed and knowledgeable vendor selection
decision.
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Client Retirement Plan Assets. If requested to do so, ProVise can also provide investment
advisory services relative to retirement plan assets maintained by the client in conjunction with the
retirement plan established by the client’s employer. In such event, ProVise shall allocate (or
recommend that the client allocate) the retirement account assets among the investment options
available on the platform. ProVise’s ability shall be limited to the allocation of the assets among
the investment alternatives available through the plan. ProVise will not receive any
communications from the plan sponsor or custodian, and it shall remain the client’s exclusive
obligation to notify ProVise of any changes in investment alternatives, restrictions, etc. pertaining
to the retirement account. Unless expressly indicated by ProVise to the contrary, in writing, the
client’s retirement plan assets shall be included as assets under management for purposes of
ProVise calculating its advisory fee.
When providing the services described above to a plan that is qualified under the Employee
Retirement Income Security Act of 1974 (“ERISA”), or to a participant of such a plan, ProVise
does so as a fiduciary, as that term is defined under Section 3(21) of ERISA. When providing such
services on a discretionary basis, ProVise will also serve as an investment manager, as defined
under ERISA Section 3(38).
MISCELLANEOUS
Non-Investment Consulting/Implementation Services
ProVise can be engaged as a non-fiduciary consultant to conduct a comprehensive review of a 401k
plan and then benchmark it against industry averages. The fee for this service is fixed based on the
scope of the engagement.
ProVise also provides consulting services regarding non-investment related matters, such as estate
planning, tax planning, insurance, and as a consultant on fiduciary matters to ERISA retirement
plans. We only provide these services upon request and do not provide them to all clients. We
determine in our sole discretion whether to provide these services or not for a given client. Neither
we, nor any of our representatives/employees, serve as an attorney or accountant. We do not provide
legal or tax advice, except that which is incidental to your financial planning and/or investments,
nor do we prepare legal or tax documents. Upon your request, we recommend the services of other
professionals for certain non-investment implementation purposes (i.e. attorneys, accountants,
insurance, etc.), including representatives of our firm in their separate registered/licensed
capacities. You are under no obligation to engage the services of any professional we recommend.
You retain discretion over all implementation decisions and are free to accept or reject any
recommendation we make.
You should be aware that if you do engage a professional we recommend, you should seek recourse
exclusively and directly from that professional should any dispute arise with that engaged
professional. At all times, the engaged licensed professional[s] (i.e., attorney, accountant,
insurance agent, etc.), and not ProVise, shall be responsible for the quality and competency of the
services provided.
You are responsible for promptly notifying us if there is ever any material change in your financial
situation or investment objectives since it will cause us to review, evaluate, or revise our previous
recommendations and/or services to you.
Reporting Services In conjunction with the services provided by ByAll Accounts, ProVise also
provides periodic comprehensive reporting services, which can incorporate all the client’s
9
(the “Excluded/Unsupervised Assets”). ProVise’s
service
relative
to
investment assets including those investment assets that are not part of the assets managed by
ProVise
the
Excluded/Unsupervised Assets is limited to reporting services only, which does not include
investment implementation. Because ProVise does not have trading authority for the
Excluded/Unsupervised Assets, to the extent applicable to the nature of the Excluded/Unsupervised
Assets (assets over which the client maintains trading authority vs. trading authority designated to
another investment professional), the client (and/or the other investment professional), and not
ProVise, shall be exclusively responsible for directly implementing any recommendations relative
to the Excluded/Unsupervised Assets. The client and/or their other advisors that maintain trading
authority, and not ProVise, shall be exclusively responsible for the investment performance of the
Excluded/Unsupervised Assets. Without limiting the above, ProVise shall not be responsible for
any implementation error (timing, trading, etc.) relative to the Excluded/Unsupervised Assets. In
the event the client desires that ProVise provide investment management services with respect to
the Excluded/Unsupervised Assets, the client can engage ProVise to do so pursuant to the terms
and conditions of the Investment Advisory Agreement between ProVise and the client.
eMoney. In the event that ProVise provides the client with access to an unaffiliated vendor’s
website such as eMoney and the site provides access to information and/or concepts, including
financial planning, the client, should not, in any manner whatsoever, infer that such access is a
substitute for services provided by ProVise. Rather, if the client utilizes any such content the client
does so separate and independent of ProVise.
Other Services. ProVise offers both discretionary and non-discretionary investment management
services relative to: (1) variable annuity and/or life insurance products that clients own, or (2) your
individual employer sponsored retirement plans. In so doing, we either direct or recommend the
allocation of your assets among the various sub-accounts which comprise the variable annuity
and/or life insurance products or the retirement plan. For these services, our management fee is
paid quarterly in advance, based upon the market value of the assets on the last day of the previous
quarter. Your account assets are maintained at either the specific insurance company that issued
your variable annuity and/or life insurance product, or at the custodian designated by the sponsor
of your retirement plan.
Non-Discretionary Service Limitations. If you engage ProVise on a non-discretionary investment
advisory basis, you must accept that we cannot affect any account transactions without obtaining
at least your prior verbal consent. This means that if there is a market correction event during which
you are unavailable, we will not be able to take any action on your account. Without discretionary
authority, your account could suffer protracted losses or forfeit potential gains in these types of
situations.
Please Note: Cash Positions. ProVise continues to treat cash as an asset class. As such, unless
determined to the contrary by ProVise, all cash positions (money markets, etc.) shall continue to
be included as part of assets under management for purposes of calculating ProVise’s advisory fee.
At any specific point in time, depending upon perceived or anticipated market conditions/events
(there being no guarantee that such anticipated market conditions/events will occur), ProVise
maintains cash positions for defensive purposes. In addition, while assets are maintained in cash,
such amounts could miss market advances. Depending upon current yields, at any point in time,
ProVise’s advisory fee could exceed the interest paid by the client’s money market fund. ANY
QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions that a client or prospective may have regarding
the above fee billing practice.
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Trade Error Policy. ProVise will reimburse accounts for losses resulting from our trade errors;
however, we reserve the right to retain any gains that arise from correcting a trade error.
Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to
do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges
the client interest for the right to borrow money, and uses the assets in the client’s brokerage account
as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client,
the client pledges investment assets held at the account custodian as collateral.
These above-described collateralized loans are generally utilized because they typically provide
more favorable interest rates than standard commercial loans. These types of collateralized loans
can assist with a pending home purchase, permit the retirement of more expensive debt, or enable
borrowing in lieu of liquidating existing account positions and incurring capital gains taxes.
However, such loans are not without potential material risk to the client’s investment assets. The
lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the
event of loan default or if the assets fall below a certain level. For this reason, ProVise does not
recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to
purchase a new residence). ProVise does not recommend such borrowing for investment purposes
(i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize
margin or a pledged assets loan, the following economic benefits would inure to ProVise:
• by taking the loan rather than liquidating assets in the client’s account, ProVise continues
•
•
to earn a fee on such Account assets; and,
if the client invests any portion of the loan proceeds in an account to be managed by
ProVise, ProVise will receive an advisory fee on the invested amount; and,
if ProVise’s advisory fee is based upon the higher margined account value, ProVise will
earn a correspondingly higher advisory fee. This could provide ProVise with a disincentive
to encourage the client to discontinue the use of margin.
Please Note: The Client must accept the above risks and potential corresponding consequences
associated with the use of margin or a pledged assets loan.
Client Obligations. When providing you services, ProVise generally does not verify, nor are we
required to verify, any information you provide us or that we receive from your other professionals.
We are expressly authorized to rely upon any information provided by you or your other
professionals. You are responsible for promptly notifying us if there is ever any material change in
your financial situation or investment objectives since it will cause us to review, evaluate, or revise
our previous recommendations and/or services to you.
Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and
it should not be assumed that future performance of any specific investment or investment strategy
(including the investments and/or investment strategies recommended or undertaken by ProVise)
will be profitable or equal any specific performance level(s).
Disclosure Brochure. You will receive a copy of ProVise’s written Brochure as set forth
on Part 2A of Form ADV, in addition to our Form CRS (Client Relationship Summary),
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prior to, or at the same time, you enter into an Investment Advisory Agreement or Financial
Planning and Consulting Agreement or Retirement Plan Consulting Agreement with us.
ProVise shall provide investment advisory services specific to your investment needs by
ascertaining your investment objective prior to providing investment advisory services. We
allocate or recommend that you allocate investment assets consistent with your designated
investment objectives. You can, at any time, impose reasonable restrictions, in writing, on
our services.
ProVise does not participate in a wrap fee program.
As of December 31, 2024, ProVise had $1,779,450,294.59 in assets under management on
a discretionary basis and $24,858,254.87 in assets under management on a non-
discretionary basis.
Item 5 Fees and Compensation
You can choose to have ProVise provide discretionary and/or non-discretionary investment
advisory services on a fee basis.
INVESTMENT ADVISORY SERVICES
If you engage us to provide discretionary and/or non-discretionary investment advisory
services on a fee basis, we base our annual investment advisory fee upon a negotiable
percentage (%) of the market value of the assets in your account, which generally ranges
between 0.20%and 1.50% depending upon various factors as discussed below, including
the size and complexity of the relationship. The fee schedule that shall pertain to the client
engagement shall be annexed to the Investment Advisory Agreement.
ProVise generally requires a minimum quarterly fee of $750.
ProVise is generally compensated for its investment management services on an annual
basis. The fee is determined quarterly, in advance, based upon the market value of such
assets on the last day of the previous quarter. ProVise’s policy is to treat intra-quarter
account additions and withdrawals equally (i.e., does not charge for intra-quarter additions
or withdrawals unless indicated to the contrary on ProVise’s Investment Advisory
Agreement executed by the client.
The advisory fee will be pro-rated, and paid quarterly, in advance, based upon the market
value of the assets on the last day of the previous quarter. Unless ProVise agrees otherwise,
in writing, ProVise shall debit the account directly for its advisory fee. In the event of
termination, ProVise shall refund any unearned portion of the advanced fee paid based
upon the number of days remaining in the billing quarter.
Please Note Accrued Interest/Dividends: The market value reflected on periodic account
statements issued by the account custodian may differ from the value used by ProVise for
its advisory fee billing process. ProVise includes the accrued value of certain month or
quarter-end interest and/or dividend payments when calculating client advisory fees, which
amounts may not yet be reflected on the custodian statement as having been received by
the account.
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Fee Dispersion. ProVise, in its discretion, may charge a lesser or higher investment
advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels,
waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e.
anticipated future earning capacity, anticipated future additional assets, dollar amount of
assets to be managed, related accounts, account composition, complexity of the
engagement, anticipated services to be rendered, grandfathered fee schedules, employees
and family members, courtesy accounts, referrals from existing clients, competition,
negotiations with client, etc.). Please Note: As result of the above, similarly situated clients
could pay different fees. In addition, similar advisory services may be available from other
investment advisers for similar or lower fees. ANY QUESTIONS: ProVise’s Chief
Compliance Officer, Shane O’Hara, CFP®, CPWA®, remains available to address
any questions that a client or prospective client may have regarding advisory fees.
Please Also Note: In the event that the client is subject to an annual minimum fee, the
client could pay a higher percentage fee than referenced above. ANY QUESTIONS:
ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®, remains
available to address any questions that a client or prospective client may have
regarding advisory fees.
Please Note: Fee Differentials. ProVise shall receive an investment advisory fee based
upon a percentage (%) of the market value of the assets placed under management.
However, fees are negotiable and vary depending upon various objective and subjective
factors, including but not limited to: the representative assigned to the account, the amount
of assets to be invested, the complexity of the engagement, the anticipated number of
meetings and servicing needs, related accounts, future earning capacity, anticipated future
additional assets, competition, and negotiations with the client. As a result, similar clients
could pay different fees, which will correspondingly impact a client’s net account
performance. Moreover, the services to be provided by ProVise to any particular client
could be available from other advisers at lower fees. All clients and prospective clients
should be guided accordingly.
Please Also Note: Conflict of Interest: Although ProVise will allocate client assets
consistent with the client’s designated investment objective, ProVise and the client, in
accordance with the above, can negotiate a lower fee for portions of client accounts
invested in fixed income products. As a result, in situations where ProVise earns a higher
fee for management of securities other than fixed income, ProVise has a conflict of interest
since it will have an economic incentive to allocate more assets to those types of securities
for which it will earn a higher advisory fee. ANY QUESTIONS: ProVise’s Chief
Compliance Officer, Shane O’Hara, CFP®, CPWA®, remains available to address
any questions regarding this conflict of interest.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
To the extent specifically requested by a client, ProVise provides financial planning and/or
consulting services on a standalone basis. These services include advice on investment and
non-investment related matters, such as retirement planning, education planning, estate
planning, and insurance planning. We only provide these services upon request and do not
provide them to all clients. We determine in our sole discretion whether to provide these
services or not for a given client. Our planning and consulting fees are negotiable, but
generally range from $2,500 to $15,000 on a fixed fee basis, and from $150 to $750 on an
hourly rate basis. We base our fees on the level and scope of the services we provide you
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and consider other factors such as your specific needs and circumstances and whether other
professionals are needed to render the services.
RETIREMENT PLANNING CONSULTING SERVICES
ProVise can be engaged as a non-fiduciary consultant to conduct a comprehensive review
of a 401(k) plan and then benchmark it against industry averages. The fee for this service
is fixed based on the scope of the engagement with a minimum fee of $2,500. If engaged
to provide this service, ProVise shall provide all the services described above to the Plan
Sponsor.
Additionally, ProVise can act as co-fiduciary providing investment advice within the
meaning of ERISA § 3(21)(A)(ii) to the Plan Fiduciary when advising the Plan Fiduciary
and/or the Retirement Plan or Investment Committee on investment management issues.
To the extent that ProVise exercises discretionary authority or control over the
management or disposition of the Plan assets, ProVise serves as an investment manager
within the meaning of ERISA § 3(38). The annual fee for this service is based on the scope
of the engagement and will generally range from 20-60 basis points of the plan’s asset
value.
You are able to have ProVise deduct its fees from one of your custodial accounts. Our
standard Investment Advisory Agreement and the custodial/clearing agreement authorizes
the custodian to debit your account for the amount of our fee and to directly remit that fee
to us. In the event that we bill you directly for our fees, payment is due upon receipt of our
invoice. We deduct fees and/or bill an account quarterly in advance, based upon the market
value of your account assets on the last business day of the previous quarter. This means
we bill or invoice your account before the three-month billing period has begun. We will
refund any advance payment that we have not earned.
Unless you direct ProVise otherwise or have unique individual circumstances, we will
generally recommend that Charles Schwab and Co., Inc. (Schwab) and/or National
Advisors Trust Company (NATC) serve as the broker-dealer/custodian for your investment
management assets. Schwab and NATC charge brokerage commissions and/or transaction
fees for effecting certain securities transactions. Transaction fees are charged for certain
no-load mutual funds and commissions are charged for individual equity and fixed income
securities transactions. Mutual funds and exchange traded funds impose their own
management fees and other fund related expenses which you will also bear in addition to
our fees and brokerage commissions and/or transaction fees. While certain custodians,
including Schwab, generally do not currently charge fees on individual equity transactions
(including ETFs), others including NATC do. Please Note: there can be no assurance that
Schwab or NATC will not change its transaction fee pricing in the future.
Tradeaway/Prime Broker Fees. If, in the reasonable determination of ProVise that it
would be beneficial for the client, individual fixed income transactions will be affected
through broker-dealers other than the account custodian, in which event, the client
generally will incur both the fee (commission, mark-up/mark-down) charged by the
executing broker-dealer and a separate “tradeaway” and/or broker-dealer fee charged by
the account custodian (i.e., Schwab, etc.).
ProVise’s annual investment advisory fee shall be prorated and paid quarterly, in advance,
based upon the market value of the assets on the last business day of the previous quarter.
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We generally require a $750 minimum quarterly fee. ProVise can charge a lesser
investment advisory fee, waive or modify its asset minimum or its annual minimum fee,
charge a flat fee, or waive its fee entirely based upon certain criteria (i.e. anticipated future
earnings capability, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, complexity of the engagement,
grandfathered fee schedules, ProVise employees and family members, courtesy accounts,
competition, negotiations with client, etc.). Please Note: As a result of the above, similarly
situated clients could pay different fees. In addition, similar advisory services could be
available from other investment advisers for similar or lower fees. Please Also Note: In
the event that the client is subject to an annual minimum fee, the client could pay a
disproportionally higher percentage fee than those clients who maintain larger amounts of
assets under management. For existing accounts, ProVise does not charge or reimburse on
intra-quarter additions or withdrawals. ANY QUESTIONS: ProVise’s Chief
Compliance Officer, Shane O’Hara, CFP®, CPWA®, remains available to address
any questions that a client or prospective client has regarding advisory fees.
Securities Commission Transactions. You can engage certain representatives of ProVise,
in their individual capacities as registered securities representative of our affiliated broker-
dealer, Kestra IS, to implement investment recommendations on a commission basis. In
these situations, Kestra IS charges brokerage commissions to effect securities transactions
and pays a portion of those commissions to certain of our representatives. The brokerage
commissions Kestra IS charges could be higher or lower than those other broker-dealers
charge.
1. Conflict of Interest: The recommendation to purchase a commission product from
Kestra IS presents a conflict of interest for two reasons. First, the receipt of
commissions provides an incentive to recommend investment products based on
commissions to be received, rather than your particular needs. Second, purchasing a
commission product from Kestra IS results in increased compensation to our
representatives and our affiliate. No client is under any obligation to purchase any
commission products from our representatives. ProVise’s Chief Compliance Officer,
Shane O’Hara, CFP®, CPWA®, will address any questions you have regarding
this conflict of interest.
2. You are able to purchase investment products ProVise or its representatives
recommend through other, non-affiliated broker dealers or agents.
3. ProVise generally does not generate more than 7% of our corporate revenues from
advisory clients as a result of commissions or other compensation for the sale of
investment products we recommend to clients.
4. When ProVise’s representatives sell an investment product on a commission basis, we
generally do not charge an advisory fee in addition to the commissions you pay for
such product. Conversely, when we receive advisory fees for our services, our
representatives do not also receive commission for such advisory services. However,
if you engage ProVise to provide investment management services on an advisory fee
basis, separately our representatives, in their capacity as registered representatives of
a broker-dealer, also receives compensation from the sale of a certain security or
investment products recommended.
5. 12b-1 Fees – Commission Sales: In connection with the commissionable securities
sales through Kestra IS discussed above, certain of ProVise’s associated persons
recommend the purchase of mutual funds which pay 12b-1 or similar shareholder
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servicing fees. When a client purchases such a mutual fund on a commission basis,
Kestra IS will receive 12b-1 fees which are payable out of the assets of the mutual fund
during the period that the client maintains the mutual fund investment. Higher 12b-1
fees will adversely impact account performance. This creates a conflict of interest as
the increased revenue generated from the purchased mutual fund is paid to our
affiliated broker dealer. Because our affiliated broker-dealer receives and retains these
amounts, we have an incentive to recommend a mutual fund paying 12b-1 fees, which
in turn will adversely impact your account performance. Clients are not under any
obligation to engage these individuals when considering implementation of investment
recommendations. The implementation of any or all recommendations is solely at the
discretion of the client.
6. Mutual Fund, ETFs, Fixed Income, UITs, Fixed Equity Index Annuity, Variable
Annuity, Variable Life Insurance, Retirement Products, Securities Backed Lines of
Credits and Alternative Investments purchased through Kestra IS (this does not apply
to purchases made at Charles Schwab or any other custodian used by ProVise nor does
ProVise receive any portion of the fees/compensation paid to our affiliate, Kestra IS):
Select providers of mutual funds and ETFs pay our affiliate, Kestra IS, either an
amount of up to 0.05% on AUM for products attributable to us, or fixed fees of up to
$250,000 annually, or up to 20% of the weighted average net expense ratio of ETFs
participating in the Kestra NTF ETF program. Such providers will also pay our
affiliate, Kestra IS, fixed fees up to $60,000 annually from such select providers to
support and participate in various conferences and seminars conducted by Kestra IS
and their affiliates.
Select providers of fixed income securities pay our affiliate, Kestra IS, an amount up
to 20% on products attributable to us. In addition, our affiliate receives 25bps on
structured products through Fixed Trust Portfolios, LP. If fixed income securities
transactions are executed through the BondTrader Pro platform used by our affiliate,
Kestra IS, Kestra IS marks up the transaction increasing compensation to their affiliate,
but Kestra IS doesn’t receive any portion of the markup.
Select providers of UITs pay our affiliate, Kestra IS, an amount up to 0.175% of AUM
on products attributable to us.
Select providers of fixed equity indexed annuities pay our affiliate, Kestra IS, an
amount of up to 0.15% based on gross new sales volume. Such providers will also pay
Kestra IS or their affiliate fixed fees of up to $75,000 annually to support and
participate in various conferences and seminars conducted by Kestra IS and their
affiliates.
Select providers of variable insurance pay our affiliate, Kestra IS, an amount up to
.25% of the amount of our new sales of their variable annuity products quarterly. Select
providers of variable insurance products also pay our affiliate, Kestra IS, or their
affiliated insurance agencies wholesale overrides in an amount up to approximately
31% of first year target premium and an amount up to approximately 4% of any
renewal premiums of their variable life products. These providers will also pay our
affiliate, Kestra IS, fixed fees of up to $75,000 annually to support and participate in
various conferences and seminars conducted by Kestra IS and their affiliates.
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Select providers of 401(k), group annuities and other retirement products pay our
affiliate, Kestra IS, or their affiliates, fixed fees up to $125,000 annually to support and
participate in various conferences and seminars conducted by Kestra IS and their
affiliates.
Select providers of securities backed lines of credit (SBLOC) pay our affiliate, Kestra
IS, quarterly revenue sharing payments up to 50 bps based on the average daily
outstanding loan balance (total loan amount) of the SBLOC. Such providers also pay
our affiliate, Kestra IS, fixed fees up to $75,000 annually to support and participate in
various conferences and seminars conducted by Kestra IS and their affiliates.
Select providers of alternative investment products, including limited partnership, real
estate investment trust (REIT) and hedge fund products, pay our affiliate, Kestra IS, an
amount up to 1% of new product sales attributable to us. Such providers also pay our
affiliate, Kestra IS, fixed fees up to $75,000 annually to support and participate in
various conferences and seminars conducted by Kestra IS and their affiliates. In
addition, such providers pay our affiliate, Kestra IS, an initial fee of up to $5,000 and
an annual fee of up to $1,500 to support the due diligence efforts of our affiliate, Kestra
IS, and its affiliates related to such products and providers.
Additional information about payments Kestra IS receives from select providers is
available at: https://www.kestrafinancial.com/disclosures/company-information.
Item 6
Performance-Based Fees and Side-by-Side Management
Neither ProVise nor any of its supervised persons accept performance-based fees.
Item 7
Types of Clients
ProVise’s clients generally include individuals, pension and profit-sharing plans, 401(k)
plans, business entities, trusts, estates, charitable organizations, etc. As indicated above,
we generally require a $750 minimum quarterly fee. ProVise can charge a lesser
investment advisory fee, waive or modify its asset minimum or its annual minimum fee,
charge a flat fee, or waive its fee entirely based upon certain criteria (i.e. anticipated future
earnings capability, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, complexity of the engagement,
grandfathered fee schedules, ProVise employees and family members, courtesy accounts,
competition, negotiations with client, etc.). Please Note: As a result of the above, similarly
situated clients could pay different fees. In addition, similar advisory services could be
available from other investment advisers for similar or lower fees. Please Also Note: In
the event that the client is subject to the annual minimum fee, the client will pay a higher
percentage fee than that set forth above. ANY QUESTIONS: ProVise’s Chief
Compliance Officer, Shane O’Hara, CFP®, CPWA®, remains available to address
any questions that a client or prospective client has regarding advisory fees.
Fee Dispersion. ProVise, in its discretion, may charge a lesser or higher investment
advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels,
waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e.
anticipated future earning capacity, anticipated future additional assets, dollar amount of
17
assets to be managed, related accounts, account composition, complexity of the engagement,
anticipated services to be rendered, grandfathered fee schedules, employees and family
members, courtesy accounts, referrals from existing clients, competition, negotiations with
client, etc.). Please Note: As a result of the above, similarly situated clients could pay
different fees. In addition, similar advisory services may be available from other investment
advisers for similar or lower fees. ANY QUESTIONS: ProVise’s Chief Compliance
Officer, Shane O’Hara, CFP®, CPWA®, remains available to address any questions
that a client or prospective client may have regarding advisory fees.
Please Note: Fee Differentials. ProVise shall receive an investment advisory fee based
upon a percentage (%) of the market value of the assets placed under management.
However, fees are negotiable and vary depending upon various objective and subjective
factors, including but not limited to: the representative assigned to the account, the amount
of assets to be invested, the complexity of the engagement, the anticipated number of
meetings and servicing needs, related accounts, future earning capacity, anticipated future
additional assets, competition, and negotiations with the client. As a result, similar clients
could pay different fees, which will correspondingly impact a client’s net account
performance. Moreover, the services to be provided by ProVise to any particular client
could be available from other advisers at lower fees. All clients and prospective clients
should be guided accordingly.
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
ProVise uses the following methods of security analysis:
• Charting – We analyze patterns to identify current trends and trend reversals to
forecast the direction of prices.
• Fundamental – We analyze historical and present data, with the goal of making
financial forecasts.
• Technical – We analyze historical and present data, focusing on price and trade
volume, to forecast the direction of prices.
ProVise uses the following investment strategies when implementing the investment
advice we provide you:
• Long Term Purchases, which generally means not selling securities in your
account for at least a year after purchase.
• Short Term Purchases, which generally means selling securities in your account
within a year of purchase.
• Trading, which generally means selling securities in your account within thirty
(30) days of purchase.
• Margin Transactions, which means using borrowed assets to purchase financial
instruments or additional investments.
• Options, which are contracts for the purchase or sale of a security at a
predetermined price during a specific period of time.
Please Note: Investment Risk. You should be aware that different types of investments
involve differing degrees of risk. You should not assume that future performance of any of
your specific investments or investment strategy, including those ProVise recommends,
will be profitable or equal any specific performance levels.
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ProVise’s methods of analysis and investment strategies do not present any significant or
unusual risks. However, every method of analysis has its own inherent risks. We rely upon
current and new market information to help perform accurate market analysis for you, but
we have no control over how quickly or how often that market information is
communicated. As a result, our analysis could incorporate outdated market information
resulting in us providing a limited analysis to you. You should also remember that any
market analysis can only produce a forecast of the direction of market values. There are no
assurances or guarantees that any forecast will materialize and present profitable
investment opportunities.
While ProVise’s primary investment strategies, Long Term Purchases, Short Term
Purchases, and Trading, are fundamental investment strategies, it is important to remember
every investment strategy has risks and limitations. For example, longer-term investment
strategies can take longer to potentially develop. Shorter term investment strategies could
not take as long to potentially develop, but these strategies generally employ more frequent
trading meaning you could experience higher transactional costs and taxes as a result.
Similarly, a trading strategy involves a very short investment time period but you will incur
higher transaction costs than our other two strategies.
When requested, ProVise also implements and/or recommends the use of margin and/or
options transactions for an account. Each of these strategies has a unique and a higher level
of risk.
Margin Accounts: Risks. ProVise does not recommend the use of margin for investment
purposes. A margin account is a brokerage account that allows investors to borrow money
to buy securities and/or
for other non-investment borrowing purposes. The
broker/custodian charges the investor interest for the right to borrow money and uses the
securities as collateral. By using borrowed funds, the customer is employing leverage that
will magnify both account gains and losses. Please Note: The use of margin can cause
significant adverse financial consequences in the event of a market correction. ANY
QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®,
remains available to address any questions that a client or prospective client may have
regarding the use of margin.
However, clients are able to utilize and/or ProVise could suggest that a client use margin
for financial planning, tax management, and/or cash flow management purposes. For
example, if a client needs cash for a limited period of time, it could be worthwhile to use
margin rather than raise cash through a securities sale that will incur realized tax gains.
Borrowing funds on margin is not suitable for all clients and is subject to certain risks,
which should be carefully considered prior to engaging in margin transactions. Before
agreeing to participate in a margin program, clients should carefully review the margin
loan agreement and all risk disclosures provided by the lender including the initial margin
and maintenance requirements for the specific program in which the client enrolls, and the
procedures for issuing “margin calls” and liquidating securities and other assets in the
client’s applicable accounts.
Impact on fees:
1. To the extent a margin debit balance exists in a client account, ProVise shall disregard
such debit balance when calculating its asset-based fee. Accordingly, the existence of
a margin debit balance will not impact a client’s asset-based fee.
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2. If a client determines to use margin to purchase securities that ProVise will manage,
ProVise would include the entire market value of the margined assets when computing
its advisory fee, which would present a conflict of interest because it would result in
an increased advisory fee. Another conflict of interest would arise if ProVise has an
economic disincentive to recommend that the client terminate the use of margin. If
ProVise recommends that a client apply for a margin loan instead of selling securities
that ProVise manages for a fee, the recommendation presents a conflict of interest
because selling those securities (instead of leveraging those securities to access a
margin loan) would decrease ProVise’s investment advisory fee.
3. To the extent that a client determines to use margin to purchase assets that ProVise will
manage, ProVise would include the entire market value of the margined assets when
computing its advisory fee. Conversely, ProVise generally nets any margin balance
owed by a client account against the account’s market value when calculating its
advisory fee. A conflict of interest would arise when ProVise recommends that a client
terminate the use of margin or otherwise satisfy its outstanding margin loan balance
using assets from an outside account, because such recommendations could be made
on the basis of attempting to maximize ProVise’s advisory fee, rather than basing such
recommendation on a particular client’s need.
Options: ProVise can engage in options transactions for the purpose of hedging risk and/or
generating portfolio income. The use of options transactions as an investment strategy can
involve a high level of inherent risk. Option transactions establish a contract between two
parties concerning the buying or selling of an asset at a predetermined price during a
specific period of time. During the term of the option contract, the buyer of the option
gains the right to demand fulfillment by the seller. Fulfillment can take the form of either
selling or purchasing a security, depending upon the nature of the option contract.
Generally, the purchase or sale of an option contract shall be with the intent of “hedging”
a potential market risk in a client’s portfolio and/or generating income for a client’s
portfolio. Certain options-related strategies (i.e., straddles, short positions, etc.), can, in
and of themselves, produce principal volatility and/or risk. Thus, a client must be willing
to accept these enhanced volatility and principal risks associated with such strategies. In
light of these enhanced risks, clients are able to direct ProVise, in writing, not to employ
any or all such strategies for his/her/their/its accounts.
ProVise primarily allocates your investment assets on a discretionary and non-
discretionary basis among various individual equity (stock), debt (bonds) and fixed income
securities, mutual funds, exchange traded funds, annuities and/or Independent Managers
(see Independent Managers on page 5), in accordance with your designated investment
objectives.
Item 9
Disciplinary Information
ProVise self-reported to the U.S. Securities and Exchange Commission (“SEC”) pursuant
to the Division of Enforcement’s Share Class Selection Disclosure Initiative. As a result,
on March 11, 2019, ProVise, without admitting or denying the findings, consented to the
entry of an Order instituting proceedings by the SEC relating to inadequate disclosure
provided to clients who purchased mutual funds paying 12b-1 fees to its affiliated broker-
dealer, Kestra IS, when a lower-cost share class of the same fund was available, which
resulted in ProVise’s affiliated broker-dealer and ProVise’s associated persons receiving
those fees. As a result, ProVise (i) agreed to cease and desist from causing any violations
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and any future violations of Section 206(2) and 207 of the Investment Advisers Act of
1940, (ii) agreed to a censure, and (iii) agreed to pay disgorgement and prejudgment
interest to affected investors totaling approximately $297,423.78.
Item 10
Other Financial Industry Activities and Affiliations
As indicated at Item 4 above, ProVise does not serve as an attorney or accountant, and no
portion of our services should be construed as same. Accordingly, ProVise does not
prepare legal documents or prepare tax returns. To the extent requested by a client, we
may recommend the services of other professionals for non-investment implementation
purpose (i.e. attorneys, accountants, insurance agents, etc.)
Certain of ProVise’s representatives are also registered securities representatives of our
affiliated broker-dealer, Kestra IS.
ProVise and its representatives do not provide or engage in commodities products and
services, such as futures contracts. As such, we and our representatives are not registered
nor have we applied to register as a futures commission merchant, commodity pool
operator, a commodity trading advisor, or a representative of the foregoing.
Broker-Dealer. You can choose to engage certain of ProVise’s representatives, in their
individual capacities, to effect securities brokerage transactions on a commission basis as
agents of our affiliated broker-dealer.
•
Conflict of Interest: The recommendation to purchase a commission product from
Kestra IS or to use Kestra IS as a custodial platform presents a conflict of interest
for several reasons. First, the receipt of commissions provides an incentive to
recommend you invest in products based on commissions to be received, rather
than your particular needs. Second, purchasing a commission product from Kestra
IS results in increased compensation to our representatives and our affiliate.
Similarly, Kestra IS receives other compensation as set detailed below and in the
Brokerage Practices section. You are under no obligation to purchase any
commission products from our representatives. ProVise’s Chief Compliance
Officer, Shane O’Hara, CFP®, CPWA®, will address any questions you have
regarding this conflict of interest.
Other Investment Advisors/Companies. ProVise is owned directly by Kestra Financial,
Inc., which is an indirect subsidiary of Kingfisher Holding, LP (“Kingfisher”), which also
owns other registered investment advisers, broker-dealers, insurance agencies, a trust
company and other product and service providers (ProVise Affiliates). From time to time,
we recommend that you purchase or sell products and services from or through ProVise
Affiliates and these ProVise Affiliates and/or our firm receive compensation as a result of
such recommendations. A recommendation that you purchase or sell products or services
by or through a ProVise Affiliate creates a conflict of interest since it could result in
increased compensation to a ProVise Affiliate and/or our firm.
Trust Company. Executive Chair and Founder of ProVise, V. Raymond Ferrara, CFP® is
a shareholder in a savings and loan holding company, National Advisors Holding, Inc.,
which formed a federally chartered trust company, National Advisors Trust Company
(NATC). NATC provides a low-cost alternative to traditional trust service providers and
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our firm refers clients to NATC for trust services if it is in the best financial interest of the
client. No client is required to use NATC. Any referral of clients to NATC creates a conflict
of interest since it could result in an indirect increased economic benefit to a principal of
our firm. However, referrals to NATC are not considered a material part of our business.
ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®, CPWA®, will address
any questions you have regarding this conflict of interest.
Licensed Insurance Agents. Certain of ProVise’s representatives, in their individual
capacities, are licensed insurance agents, and when they recommend you purchase
insurance-related products on a commission basis this creates a conflict of interest.
• Conflict of Interest: The recommendation to purchase a commission product
presents a conflict of interest since the receipt of commissions provides an
incentive to recommend insurance products based on commissions to be received,
rather than your particular needs. You are under no obligation to purchase any
commission products from our representatives. ProVise’s Chief Compliance
Officer, Shane O’Hara, CFP®, CPWA®, will address any questions you have
regarding this conflict of interest.
Accountant/Accounting Firm. Certain of ProVise’s representatives are Certified Public
Accountants and can, in their separate and individual capacities, provide accounting and/or
tax preparation services to any clients, including clients of ProVise. In such instances, all
such accounting and/or tax preparation services shall be performed by one or more
unaffiliated Certified Public Accounting firm(s), independent of ProVise, for which
services ProVise shall not receive any portion of the fees charged by such unaffiliated
firms, referral or otherwise. Any recommendation to utilize the accounting and/or tax
preparation services of ProVise’s representatives presents a conflict of interest, as the
recommendation could be made on the basis of compensation to be received by the
unaffiliated firms, rather than a client’s best interest. No client is under any obligation to
use the services of ProVise’s representatives in their individual capacities as Certified
Public Accountants.
ProVise can refer clients and other individuals to unaffiliated investment advisory firms.
Should ProVise make a referral ProVise can receive compensation in the form of a referral
fee should a referred client or other individual determine to engage the unaffiliated
investment advisory firm to provide investment management services. Any referral fee
received by ProVise shall be included in the advisory fee charged by the unaffiliated
investment advisory firm in accordance with the requirements of Rule 206(4)-3 of the
Investment Advisers Act of 1940, as amended, and any corresponding state securities laws,
rules, regulations, or requirements.
• Conflict of Interest: The recommendation by ProVise that an individual or entity
engage an unaffiliated investment advisory firm presents a conflict of interest, as the
receipt of a referral fee provides an incentive to recommend the unaffiliated investment
advisory firm based upon the referral fee received, rather than on a particular client’s
need. No person or entity is under any obligation to engage any investment
advisory firm recommended by ProVise.
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ProVise and ProVise Affiliates are ultimately owned by Kingfisher Holding, LP
(“Kingfisher”). Some of our Advisors own equity in Kingfisher and stand to benefit if
ProVise and ProVise Affiliates perform well financially.
• Conflict of Interest: The recommendation by ProVise to engage us or the services of
ProVise Affiliates presents a conflict of interest since Advisors owning equity in
Kingfisher have an economic incentive to do so. No person or entity is under any
obligation to engage in any services recommended by ProVise. ProVise’s Chief
Compliance Officer, Shane O’Hara, CFP® CPWA®, will address any questions
you have regarding this conflict of interest.
Item 11
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
ProVise maintains an investment policy relative to personal securities transactions. This
investment policy is part of our overall Code of Ethics, which serves to establish a standard of
business conduct for all our employees/advisors and to create an ethical culture within our firm.
Our Code of Ethics also requires our employees/advisors to comply with federal securities laws,
safeguard material non-public information about client transactions and to report their personal
securities holdings. Our Code of Ethics is based upon the fundamental principles of
transparency, integrity, honesty and trust. We will provide a copy of our Code of Ethics upon
request. We also maintain and enforce written policies to help prevent the misuse of material
non-public information by us and our associated persons.
ProVise does not, nor do any of its employees/advisors, recommend, buy, or sell for client
accounts, securities in which we or any related person has a material financial interest.
When ProVise and/or its employees/advisors buy or sell securities we recommend to you it
creates a conflict of interest since we and our employees/advisors are in a position to materially
benefit from the sale or purchase of those securities. Abusive practices, such as “scalping” and
“front-running,” could take place if we did not have adequate policies and procedures in place
to detect such activities. Scalping is selling a security for a profit immediately after a
recommendation to purchase that security. Front-running is trading personal accounts prior to
trading client accounts. We address these issues in our Policies and Procedures Manual.
ProVise has a policy in place to monitor the personal securities transactions and securities
holdings of each of our designated “Access Persons”. Our securities transaction policy requires
that an Access Person provide a written report of their current securities holdings within ten
(10) days after becoming an Access Person. Additionally, each Access Person must provide a
written report of the Access Person’s current securities holdings at least once each twelve (12)
month period thereafter.
When ProVise and/or its advisors buy or sell securities we recommend, this practice creates a
conflict of interest since we and our employees/advisors are in a position to materially benefit
from the sale or purchase of those securities. Our personal securities transaction policy is
intended to address this conflict by monitoring the personal securities transaction and securities
holdings of each of our Access Persons.
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Item 12
Brokerage Practices
ProVise generally recommends that you maintain your investment management accounts
at Schwab. Prior to engaging us to provide investment management services, you will enter
into a formal Investment Advisory Agreement with us setting forth the terms and conditions
of our arrangement as well as a separate agreement with each designated broker-dealer or
custodian.
In recommending Schwab (or any other broker-dealer/custodian to clients), we consider
their historical relationship with ProVise, financial strength, reputation, execution
capabilities, pricing, research, and service. Though we always seek to obtain best execution
for you and competitive rates for account transactions, you should be aware you could pay
higher commission and transaction charges than what other qualified broker-dealers
charge. Any commission or transaction fee you incur will be reasonable in relation to the
value of the brokerage and research services received for the transaction. In seeking best
execution, we examine whether the transaction represents the best qualitative execution,
taking into consideration the full range of a broker-dealer services, including the value of
research provided, execution capability, commission rates, and responsiveness. We do
consider the costs of a transaction though the determining factor is not the lowest possible
cost. The transaction related fees that you pay are separate from and in addition to the fees
you pay us for investment advisory services. When purchasing mutual funds for your
accounts, our best execution responsibility is qualified because the purchase price is
determined by net asset value of the fund as of the daily market close.
Economic Benefits:
ProVise receives from Schwab and/or NATC, or other broker-dealers and account
custodians support services and products which assist us to better monitor and administer
client accounts maintained at such institutions. In addition, these products and services
assist us in managing our business enterprise. These products and services include
investment-related research, pricing information and market data, software and other
technology that provide access to client account data, compliance publications, practice
management-related publications, consulting services, attendance at conferences,
meetings, and other educational and social events, marketing support, computer hardware
and software and other products to further our investment advisory business operations.
We receive these products and services at no cost or at a discount and their receipt is not a
material consideration for us when determining which broker-dealer or custodian to
recommend to you.
You do not pay more for investment transactions through Schwab and/or NATC as a result
of this arrangement. Further, we do not commit or obligate ourselves to Schwab and/or
NATC or any other entity to invest any specific amount or percentage of client assets in
any specific mutual funds, securities or other investment products as result of the above
arrangement.
ANY QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®,
CPWA®, remains available to address any questions that a client or prospective client
may have regarding the above arrangements and the corresponding conflicts of
interest presented by such arrangements.
Directed Brokerage: ProVise does not receive referrals from broker-dealers.
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ProVise generally does not accept directed brokerage arrangements (when a client requires
that account transactions be affected through a specific broker-dealer). In such client
directed arrangements, the client will negotiate terms and arrangements for their account
with that broker-dealer, and ProVise will not seek better execution services or prices from
other broker-dealers or be able to "batch" the client’s transactions for execution through
other broker-dealers with orders for other accounts managed by ProVise. As a result, a
client could pay higher commissions or other transaction costs or greater spreads, or receive
less favorable net prices, on transactions for the account than would otherwise be the case.
Please Note: In the event that the client directs ProVise to effect securities transactions for
the client’s accounts through a specific broker-dealer, the client correspondingly
acknowledges that such direction can cause the accounts to incur higher or lower
commissions or transaction costs than the accounts would otherwise incur had the client
determined to effect account transactions through alternative clearing arrangements that
are available through ProVise. Please Also Note: Higher transaction costs adversely
impact account performance. Please Further Note: Transactions for directed accounts will
generally be executed following the execution of portfolio transactions for non-directed
accounts.
Order Aggregation: ProVise generally effects
transactions for client accounts
independently. We can, but need not, aggregate or “bunch” orders for your account. Where
we believe aggregation is appropriate and practicable or that it will result in a more
favorable overall execution for you, we will allocate such bunched orders at the average
price of the aggregated order. We will not receive any additional compensation or
remuneration as a result of such aggregation.
We make available the mutual funds and share classes available through the applicable
brokerage or clearing platform. The brokerage or clearing platforms do not make available
all share classes of all mutual funds or all mutual fund families and availability differs
from platform to platform. ProVise cannot require that a custodian or platform make
available specific mutual funds or share classes. Due to their higher expenses, we do not
allow B or C share mutual funds to be purchased in Advisory accounts, and we only allow
shares of mutual funds to be purchased in an advisory account when the sales load
(commission) has been waived. Even within a share class, expenses will vary by fund and
by fund company. Please be sure to review the prospectus for a description of the costs
and expenses associated with that fund.
Item 13
Review of Accounts
ProVise’s Principals or its advisors/representatives review your accounts on which we
provide investment supervisory services. We conduct account reviews on an ongoing basis
however you are responsible for promptly notifying us if there is ever any material change
in your financial situation or investment objectives since it will cause us to review,
evaluate, or revise our previous recommendations and services.
Other conditions trigger a review of your account, including changes in the tax laws, new
investment information and changes in your financial situation. In addition, we perform
account reviews more frequently when market conditions dictate.
You will receive, at least quarterly, written transaction confirmation notices and regular
written summary of your account statements directly from the broker-dealer, custodian or
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program for your accounts. We also provide a written periodic report summarizing account
activity and performance.
Item 14
Client Referrals and Other Compensation
As referenced above in Item 12, ProVise receives economic benefits from Schwab and/or
NATC in our receipt of support services and products at no charge or at a discount rate.
You do not pay more for investment transactions through Schwab and/or NATC as a result
of this arrangement. Further, we do not commit or obligate ourselves to Schwab and/or
NATC or any other entity to invest any specific amount or percentage of client assets in
any specific mutual funds, securities or other investment products as result of the above
arrangement. QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara,
CFP®, CPWA®, will address any questions you have regarding the above
arrangements or the conflicts of interest presented by these arrangements.
ProVise engages promoters to introduce new prospective clients to ProVise consistent with
the Investment Advisers Act of 1940, its corresponding rules, and applicable state
regulatory requirements. If the prospect subsequently engages ProVise, the promoter shall
generally be compensated by ProVise for the introduction. Because the promoter has an
economic incentive to introduce the prospect to ProVise, a conflict of interest is presented.
The promoter’s introduction shall not result in the prospect’s payment of a higher
investment advisory fee to ProVise (i.e., if the prospect was to engage ProVise independent
of the promoter’s introduction).
Item 15
Custody
ProVise shall have the ability to deduct its advisory fee from the client’s custodial account.
Clients are provided with written transaction confirmation notices, and a written summary
account statement directly from the custodian (i.e., Schwab, etc.) at least quarterly. Please
Note: To the extent that ProVise provides clients with periodic account statements or
reports, the client is urged to compare any statement or report provided by ProVise with
the account statements received from the account custodian. Please Also Note: The
account custodian does not verify the accuracy of ProVise’s advisory fee calculation.
ProVise and its representatives do not hold or maintain your assets. Third-party qualified
custodians hold and maintain your assets and those custodians provide account statements
directly to you at your address of record at least quarterly. We urge you to compare the
account statements you receive from your account custodian with any performance report
or statements we, and/or our service providers create for you.
Though we do not maintain any client assets, we do have custody over certain accounts of
clients as described below. Some of our personnel act as a trustee for a trust account of a
client. In addition, we are able to take possession of physical security certificates from
advisory clients who are also brokerage customers of Kestra IS and pass them along to
your account custodian as a value-add customer service. Also, from time to time, clients
provide us written instructions and authority to withdraw funds or securities from their
account in order to send such assets on to third parties in accordance with the client’s
instructions. Finally, we rebalance re-allocations for retirement accounts of some clients
held at their various 401(k) companies and other retirement plan providers.
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Because ProVise is deemed to have custody because of certain services and/or practices
provided and/or engaged in by ProVise and/or certain of its employees (i.e., bill paying,
password possession, trustee service, etc.), corresponding disclosure is required at Item 9
of Part 1 of Form ADV. These services and practices result in ProVise being deemed to
have custody under Rule 206(4)-2 of the Advisers Act. Per the Rule, having such custody
requires ProVise to undergo an annual surprise CPA examination, and make a
corresponding Form ADV-E filing with the SEC, for as long as ProVise and/or its
employees provide such services and/or engage in such practice. Certain clients have
established asset transfer authorizations that permit the qualified custodian to rely upon
instructions from ProVise to transfer client funds or securities to third parties. These
arrangements are disclosed at Item 9 of Part 1 of Form ADV. However, in accordance with
the guidance provided in the SEC’s February 21, 2017, Investment Adviser Association
No-Action Letter, the affected accounts are not subject to an annual surprise CPA
examination. ANY QUESTIONS: ProVise's Chief Compliance Officer, Shane
O’Hara, CFP®, CPWA®, remains available to address any questions that a client or
prospective client has regarding custody-related issues.
Item 16
Investment Discretion
When you engage ProVise to provide investment advisory services on a discretionary basis,
ProVise has trading authority, which means placing a trade in your account without your
prior approval. You will execute an Investment Advisory Agreement granting us
discretionary trading authority to buy, sell, or otherwise effect investment transactions
involving the assets in your account.
At any time you can impose restrictions, in writing, on our discretionary authority.
Examples of restrictions include limiting the types and amounts of particular securities we
purchase for your account, the ability to purchase securities with an inverse relationship to
the market or limiting the use of margin.
Item 17
Voting Client Securities
ProVise does not vote client proxies. You maintain exclusive responsibility for: directing
and voting the proxies solicited by issuers of securities you own. With written approval to
the custodian, ProVise shall maintain responsibility for all legal proceedings or other types
of events pertaining to the assets managed by ProVise that you have given approval for,
including, but not limited to, class action lawsuits, mergers, acquisitions, tender offers, and
bankruptcy proceedings.
You will receive proxies or other solicitations directly from your account custodian. You
can contact us to discuss any questions you have with a particular solicitation.
Item 18
Financial Information
ProVise does not require or solicit prepayment of more than $1,200 in fees per client, six
months or more in advance.
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We do not have any financial condition likely to impair us from meeting our contractual
commitments to you.
We have not been the subject of a bankruptcy petition.
ANY QUESTIONS: ProVise’s Chief Compliance Officer, Shane O’Hara, CFP®,
CPWA®, is available to address any questions you have regarding our firm and the
disclosures in this brochure.
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