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Item 1
Cover Page
Simon Quick Advisors, LLC
SEC File Number: 801 – 63357
CRD Number: 132330
Form ADV Part 2A - Brochure
Dated March 28, 2025
Contact: Steve Pisano, Chief Compliance Officer
360 Mt. Kemble Avenue
Morristown, New Jersey 07960
www.simonquickadvisors.com
(973) 525-1000
This Brochure provides information about the qualifications and business practices of Simon
Quick Advisors, LLC (“Simon Quick”). If you have any questions about the contents of this
Brochure, please contact Steve Pisano, Chief Compliance Officer at (973) 525-1000 or
spisano@simonquickadvisors.com. The information in this Brochure has not been approved
or verified by the United States Securities and Exchange Commission (“SEC”) or by any
state securities authority.
Additional information about Simon Quick is also available on the SEC’s website at
www.adviserinfo.sec.gov.
Simon Quick is a SEC registered investment advisor with a principal place of business in
Morristown, New Jersey. References herein to Simon Quick as a “registered investment
advisor” or any reference to being “registered” does not imply a certain level of skill or
training.
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Item 2
Material Changes
In the March 28, 2025, annual amendment filing, this ADV was updated to provide additional language
in Item 4 to describe Simon Quick’s utilization of WealthMetrx, a proprietary tax-related offering to certain
of its clients. Moreover, Item 5 was updated to remove the inclusion of a maximum fee amount charged by
Simon Quick for Wealth Management Services. The changes are not considered material because the
additional language was intended to provide added detail only, and no substantive changes have occurred
with respect to the way Simon Quick manages client accounts.
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
Item 5 Fees and Compensation .............................................................................................. 14
Item 6 Performance-Based Fees and Side-by-Side Management ............................................ 19
Item 7 Types of Clients .......................................................................................................... 19
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ..................................... 20
Item 9 Disciplinary Information ............................................................................................. 24
Item 10 Other Financial Industry Activities and Affiliations .................................................... 24
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 25
Item 12 Brokerage Practices .................................................................................................... 28
Item 13 Review of Accounts .................................................................................................... 31
Item 14 Client Referrals and Other Compensation ................................................................... 32
Item 15 Custody ...................................................................................................................... 32
Item 16 Investment Discretion ................................................................................................. 33
Item 17 Voting Client Securities .............................................................................................. 34
Item 18 Financial Information ................................................................................................. 35
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Item 4
Advisory Business
A. Simon Quick is a limited liability company formed on June 4, 2004 in the State of
New Jersey. Simon Quick has been registered with the SEC as an investment
advisor since July 2004. Simon Quick is principally owned by William E. Simon
& Sons, LLC, Joseph A. Belfatto, Leslie C. Quick III, Christopher B. Moore, and
Mark D. DeLotto.
B. As discussed below, Simon Quick offers to its clients (individuals, families,
pension and non-profit business entities, endowments and foundations) various
advisory services including: Wealth Management services, Investment Consulting
services, Financial Planning and related Consulting services to the extent
specifically requested by a client, Administrative and Bill Pay services, and Tax
Planning and Compliance services. Simon Quick also acts as advisor and oversees
several affiliated private investment funds and fund of funds and acts as sub-advisor
to third-party private investment funds and third-party registered investment
advisors.
WEALTH MANAGEMENT SERVICES
Simon Quick provides Wealth Management services that are defined as giving
continuous investment advice to a client or making allocation decisions based on a
client’s investment goals, objectives, management style and other factors affecting
a client’s portfolio are determined via extensive interviews with each client which
are conducted in person or via telephone. In addition to investment decision making
and analysis, Simon Quick will review several areas of a client’s financial profile,
including objectives, asset/liability analysis, tax planning and compliance, cash
flow management, investment planning, retirement planning, risk management,
estate planning, multi-generational wealth transfer strategies, asset protection, and
closely held business transition strategies.
INVESTMENT CONSULTING SERVICES
Simon Quick provides Investment Consulting services that are defined as giving
continuous investment advice to a client or making allocation decisions for clients
based on the needs of a client. Investment goals, objectives, management style and
other factors affecting a client’s portfolio are determined via extensive interviews
with each client which are conducted in person or via telephone.
AFFILIATED PRIVATE INVESTMENT FUNDS
Simon Quick serves as the General Partner or Managing Member of various private
investment funds (collectively the “affiliated funds”). A description of each is found
below:
• Simon Quick Chapin Master Fund, LLC: a fund whose assets are
allocated among various other private investment funds. This fund is
comprised of two feeder vehicles, Simon Quick Chapin Fund, LLC and
Simon Quick Chapin Fund, Ltd. Investors must be Accredited Investors as
defined under Rule 501 of Regulation D. The fund is exempt from
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registration under 3(c)(1) of the Investment Company Act of 1940. The
Simon Quick Chapin Master Fund, LLC shall be assessed an annual fee of
$20,000 payable to Simon Quick Advisors, LLC (“Operating Expense
Reimbursement”). The Operating Expense Reimbursement will be split
evenly between the two feeder vehicles. Each investor will contribute to the
Operating Expense Reimbursement based upon their pro-rata ownership
interest in the fund. Such Operating Expense Reimbursement shall be used
for research, evaluation of investments, due diligence on any investment,
and other operational functions associated with maintaining the fund. Such
Operating Expense Reimbursement shall be calculated as of the last
business day of each calendar month and paid to Simon Quick Advisors,
LLC as of the last business day of each calendar quarter.
• Simon Quick Chapin Master Fund QP, LLC: a fund whose assets are
allocated among various other private investment funds. This fund is
comprised of two feeder vehicles, Simon Quick Chapin Fund QP, LLC and
Simon Quick Chapin Fund QP, Ltd. Investors must be Qualified Purchasers
as defined under Section 2(a)(51) of the Investment Company Act of 1940.
The fund is exempt from registration under 3(c)(7) of the Investment
Company Act of 1940. The Fund was split from its predecessor fund, Simon
Quick Chapin Master Fund, LLC, on July 1, 2019. The Simon Quick Chapin
Master Fund QP, LLC shall be assessed an annual fee of $50,000 payable
to Simon Quick Advisors, LLC (“Operating Expense Reimbursement”).
The Operating Expense Reimbursement will be split evenly between the
two feeder vehicles. Each investor will contribute to the Operating Expense
Reimbursement based upon their pro-rata ownership interest in the fund.
Such Operating Expense Reimbursement shall be used for research,
evaluation of investments, due diligence on any investment, and other
operational functions associated with maintaining the fund. Such Operating
Expense Reimbursement shall be calculated as of the last business day of
each calendar month and paid to Simon Quick Advisors, LLC as of the last
business day of each calendar quarter.
• Simon Quick Global Equities Fund, LP: a fund whose assets are allocated
among various separate account managers; investors must be Accredited
Investors as defined under Rule 501 of Regulation D. The fund is exempt
from registration under 3(c)(1) of the Investment Company Act of 1940.
The Simon Quick Global Equities Fund, LP shall be assessed an annual fee
of $20,000 payable to Simon Quick Advisors, LLC (“Operating Expense
Reimbursement). Each investor will contribute to the Operating Expense
Reimbursement based upon their pro-rata ownership interest in the fund.
Such Operating Expense Reimbursement shall be used for research,
evaluation of investments, due diligence on any investment, and other
operational functions associated with maintaining the fund. Such Operating
Expense Reimbursement shall be calculated as of the last business day of
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each calendar month and paid to Simon Quick Advisors, LLC as of the last
business day of each calendar quarter.
• Simon Quick Global Equities Fund QP, LP: a fund whose assets are
allocated among various separate account managers; investors must be
Qualified Purchasers as defined under Section 2(a)(51) of the Investment
Company Act of 1940. The fund is exempt from registration under 3(c)(7)
of the Investment Company Act of 1940. The Simon Quick Global Equities
Fund QP, LP shall be assessed an annual fee of $50,000 payable to Simon
Quick Advisors, LLC (“Operating Expense Reimbursement”). Each
investor will contribute to the Operating Expense Reimbursement based
upon their pro-rata ownership interest in the fund. Such Operating Expense
Reimbursement shall be used for research, evaluation of investments, due
diligence on any investment, and other operational functions associated
with the maintaining fund. Such Operating Expense Reimbursement shall
be calculated as of the last business day of each calendar month and paid to
Simon Quick Advisors, LLC as of the last business day of each calendar
quarter.
The complete description of the “affiliated funds” including the terms, conflicts of
interest, conditions, risks, Operating Expense Reimbursement, and management
fees associated with each of the affiliated funds is set forth in each affiliated fund’s
offering documents. Simon Quick, on a non-discretionary or discretionary basis,
recommends that qualified clients allocate a portion of their investment assets to
the affiliated funds.
Please Note: Private investment funds generally involve various
risk factors, including, but not limited to, potential for complete
loss of principal, liquidity constraints and lack of transparency, a
complete discussion of which is set forth in each fund’s offering
documents, which will be provided to each client for review and
consideration. Unlike liquid investments that a client maintains,
private investment funds do not provide daily liquidity or pricing.
Each prospective client investor will be required to complete a
Subscription Agreement, pursuant to which the client shall
establish that he/she is qualified for investment in the fund and
acknowledges and accepts the various risk factors that are
associated with such an investment.
REPORTING SERVICES
Simon Quick also provides reporting services, which incorporate the client’s
investment assets, including those investment assets that are not part of the assets
managed or recommended by Simon Quick (the “Excluded Assets”). Should the
client receive such reporting services, the client acknowledges and understands that
with respect to the Excluded Assets, Simon Quick’s service is limited to reporting
services only and does not include investment advisory, review, or monitoring
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services, nor investment recommendations or advice. As such, the client, and not
Simon Quick, shall be exclusively responsible for the investment performance of
the Excluded Assets. In the event the client desires that Simon Quick provide
investment advisory services with respect to the Excluded Assets, the client
engages Simon Quick to do so for a separate and additional fee pursuant to the
terms and conditions of an Investment Advisory Agreement between Simon Quick
and the client. When making recommendations and decisions regarding the assets
under the Simon Quick’s management, the Simon Quick will consult with the client
about the outside investments, as the outside investments are considered a portion
of the client’s overall portfolio. Should a client desire to include the outside
investments on their report, the client does pay a reporting fee to cover the cost of
including the outside investments on the asset reports. The fixed fee is agreed upon
between the client and Simon Quick and is described in the client’s Investment
Advisory Agreement.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
To the extent requested by a client, Simon Quick will provide financial planning
and/or consulting services on a stand-alone separate fee basis. In providing
financial planning and/or consulting services, Simon Quick will review several
areas of the client’s financial profile, including objectives, asset/liability analysis,
tax planning and compliance, cash flow management, investment planning,
retirement planning, risk management, estate planning, multi-generational wealth
transfer strategies, asset protection, and closely held business transition strategies.
Simon Quick’s planning and consulting fees are negotiable. If requested by the
client, if needed, Simon Quick will recommend the services of other professionals
for implementation purposes. The client is under no obligation to engage the
services of any such recommended professional. The client retains absolute
discretion over all such implementation decisions and is free to accept or reject any
recommendation from Simon Quick. Please Note: If the client engages any such
recommended professional, and a dispute arises thereafter relative to such
engagement, the client agrees to seek recourse exclusively from and against the
engaged professional. Please Also Note: It remains the client’s responsibility to
promptly notify Simon Quick if there is ever any change in his/her/its financial
situation or investment objectives for the purpose of reviewing/evaluating/revising
Simon Quick’s previous recommendations and/or services. At all times, the
engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.),
and not Simon Quick, shall be responsible for the quality and competency of the
services provided.
ADMINISTRATIVE AND BILL PAY SERVICES
Simon Quick provides Administrative and Bill-paying services to clients. In
providing these services Simon Quick will coordinate bill payment and review of
expenses, review and reconcile bank statements, assist in cash flow management,
review purchase and sale documentation including real estate, collectibles, and
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other assets, oversee household staff payroll, benefits, and hiring, negotiate
purchases, sales and auction agreements; and obtain and/or update asset appraisals
on an as needed basis.
TAX PLANNING AND COMPLIANCE
Simon Quick provides Tax Planning and Compliance services to clients. In
providing these services, Simon Quick prepares federal and state income tax returns
for individuals, partnerships, foundations, corporations, estates, and trusts.
In addition, Simon Quick prepares quarterly estimates and extensions, tax liability
projection planning, provide support during IRS audits and/or state and local tax
authorities, and manage payroll filings for household staff.
BILL-PAY AND BOOKKEEPING SERVICES
Simon Quick provides Bill-Pay and Bookkeeping services to clients. In providing
these services, Simon Quick processes bill payments and bookkeeping for
individuals, partnerships, foundations, corporations, estates, and trusts.
WEALTHMETRX
Simon Quick is the sole and exclusive owner of “WealthMetrxTM,” a tax-related
offering that Simon Quick utilizes with certain of its clients in conjunction with the
client’s CPA. Simon Quick is not a CPA, and no portion of its services, including
the use of WealthMetrx, should be construed as accounting services, nor as a
substitute for the services provided by a CPA.
Financial
Planning
and
MISCELLANEOUS
Non-Investment
of
Limitations
Consulting/Implementation Services. To the extent requested by a client, Simon
Quick shall generally provide financial planning and related consulting services
regarding non-investment related matters, such as estate planning, tax planning and
compliance, insurance, etc. Simon Quick does not serve as an attorney, certified
public accounting firm, or insurance agency, and no portion of our services should
be construed as same. Accordingly, Simon Quick does not prepare estate planning
documents, or sell insurance products. To the extent requested by a client, we will
recommend the services of other professionals for certain non-investment
implementation purpose (i.e., attorneys, tax planning and compliance, bill-pay
services, accountants, insurance, etc.), which will include Simon Quick affiliated
entities or persons, thereby creating a conflict of interest. See disclosure in Item 10
below. Clients are under no obligation to engage the services of any such
recommended professional, including those affiliated persons of Simon Quick. The
client retains absolute discretion over all such implementation decisions and is free
to accept or reject any recommendation and is at liberty to choose to implement
recommendations and services through another professional of your choosing.
Please Note: If the client engages any unaffiliated recommended professional, and
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a dispute arises thereafter relative to such engagement, the client agrees to seek
recourse exclusively from and against the engaged professional. Please Also Note:
It remains the client’s responsibility to promptly notify Simon Quick if there is ever
any change in his/her/its financial situation or investment objectives for the purpose
of reviewing/evaluating/revising Simon Quick’s previous recommendations and/or
services. At all times, the engaged licensed professional[s] (i.e., attorney,
accountant, insurance agent, etc.), and not Simon Quick, shall be responsible for
the quality and competency of the services provided.
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 may 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 Simon Quick recommends that a client roll over their retirement plan assets into
an account to be managed by Simon Quick, such a recommendation creates a
conflict of interest if Simon Quick will earn new (or increase its current)
compensation as a result of
the rollover. If Simon Quick provides a
recommendation as to whether a client should engage in a rollover or not (whether
it is from an employer’s plan or an existing IRA), Simon Quick 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 Simon Quick, whether it is
from an employer’s plan or an existing IRA. Simon Quick’s Chief Compliance
Officer, Steve Pisano, remains available to address any questions that a client
or prospective client may have regarding the potential for conflict of interest
presented by such rollover recommendation.
ERISA PLANS and 401(k) INDIVIDUAL ENGAGEMENTS:
When Simon Quick provides investment advice to its client regarding retirement
plan accounts or individual retirement accounts, Simon Quick is 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. The way that Simon Quick earns compensation creates some conflicts
with your interests, so we operate under a special rule that requires us to act in your
best interest and not put our interest ahead of yours.
• Trustee Directed Plans. Simon Quick is engaged to provide investment
advisory services to ERISA retirement plans, whereby the Firm shall manage
Plan assets consistent with the investment objective designated by the Plan
trustees. In such engagements, Simon Quick will serve as an investment
fiduciary as that term is defined under The Employee Retirement Income
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Security Act of 1974 (“ERISA”). Simon Quick 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. Simon Quick also provides
investment advisory and consulting services to participant directed retirement
plans per the terms and conditions of an Investment Advisory Agreement
between Simon Quick and the plan. For such engagements, Simon Quick shall
assist the Plan sponsor with the selection of an investment platform from which
Plan participants shall make their respective investment choices (which
includes investment strategies devised and managed by Simon Quick), and, to
the extent engaged to do so, also provides corresponding education to assist the
participants with their decision-making process.
• Client Retirement Plan Assets. If requested to do so, Simon Quick shall
provide investment advisory services relative to the client’s 401(k) plan assets.
In such event, Simon Quick shall recommend that the client allocate the
retirement account assets among the investment options available on the 401(k)
platform. The client is exclusively responsible for making all transactions.
Simon Quick’s ability shall be limited to making recommendations regarding
the allocation of the assets among the investment alternatives available through
the plan. Simon Quick will not receive any communications from the plan
sponsor or custodian, and it shall remain the client’s exclusive obligation to
notify Simon Quick of any changes in investment alternatives, restrictions, etc.
pertaining to the retirement account.
Use of Mutual Funds. Most mutual funds are available directly to the public. Thus,
a prospective client can obtain many of the mutual funds that we utilize independent
of engaging our services as an investment advisor. However, if a prospective client
determines to do so, he/she will not receive our initial and ongoing investment
advisory services. All mutual funds (and exchange traded funds) impose fees at the
fund level (e.g., management fees and other fund expenses). All mutual fund fees
are separate from, and in addition to, our investment advisory fee as described in
Item 5 below. Our Chief Compliance Officer remains available to address any
questions that a client or prospective client has regarding the above.
Independent Managers. Simon Quick also allocates (or recommend that the client
allocate) a portion of a client’s investment assets among unaffiliated independent
investment managers in accordance with the client’s designated investment
objective(s). In such situations, the Independent Manager[s] shall have day-to-day
responsibility for the active discretionary management of the allocated assets.
Simon Quick shall continue to render investment advisory services to the client
relative to the ongoing monitoring and review of account performance, asset
allocation and client investment objectives. Factors which Simon Quick shall
consider in recommending Independent Manager[s] include the client’s designated
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investment objective(s), management style, performance, reputation, financial
strength, reporting, pricing, and research.
Simon Quick maintains sub-advisory arrangements with many of the Independent
Managers it recommends for client portfolios. This means that Simon Quick has
authority to hire and/or fire Independent Managers on behalf of its discretionary
clients and also results in some operational efficiencies regarding the opening and
closing of accounts as well as communicating transaction details. Independent
Managers charge their own advisory fees, which are typically deducted directly
from the client’s custodial account at customary billing intervals and do not
separately pay a referral fee to Simon Quick. The assets invested with an
Independent Manager are included with the client’s other assets managed directly
by Simon Quick for the purpose of calculating and billing in accordance with the
client’s fee schedule. Annual fees charged by Independent Managers vary, and
generally depend on the amount of client assets under management by the
Independent Manager. These fees are in addition to Simon Quick’s advisory fee
and are typically debited directly by the Independent Manager from the client’s
account.
Please Note: The investment management fee charged by the Independent
Manager[s]is separate from, and in addition to, Simon Quick’s advisory fee as set
forth in the fee schedule in Item 5 below. The annual investment management fee
charged by the Independent Manager(s) (fees for equity managers are generally
higher than those for fixed income managers) is separate from, and in addition to,
Simon Quick’s advisory fee as set forth in the fee schedule at Item 5 below.
Please Also Note: Conflict of Interest: Simon Quick allocates (or recommend that
the client allocate) assets to Independent Managers and/or private investment funds,
a principal of which, in his/her individual capacity, is a Simon Quick client and
unaffiliated promoter that is compensated a referral fee by Simon Quick for clients
introduced to Simon Quick, thereby creating a conflict of interest. Simon Quick has
an economic incentive to allocate client assets to such managers and/or funds (i.e.,
as result of the allocation, Simon Quick will assist an existing individual client from
whom it currently earns, and anticipates it will continue to earn, investment
advisory fees). Given the conflict of interest, a client can request, in writing, that
Simon Quick not allocate any assets to such managers or funds. ANY
QUESTIONS: Simon Quick’s Chief Compliance Officer remains available to
address any questions regarding Independent Manager(s), and the additional fees
to be incurred by the client as result of such engagements.
Non-Discretionary Service Limitations. Clients who determine to engage Simon
Quick on a non-discretionary investment advisory basis must be willing to accept
that Simon Quick cannot affect any account transactions without obtaining prior
consent to such transaction(s) from the client. Thus, if Simon Quick would like to
make a transaction for a client’s account (including in the event of an individual
holding or general market correction), and the client is unavailable, Simon Quick
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will be unable to affect the account transaction(s) (as it would for its discretionary
clients) without first obtaining the client’s consent.
Inverse/Enhanced Market Strategies. Simon Quick utilizes long and short
mutual funds and/or exchange traded funds that are designed to perform in either
an: (1) inverse relationship to certain market indices (at a rate of 1 or more times
the inverse [opposite] result of the corresponding index) as an investment strategy
and/or for the purpose of hedging against downside market risk; and (2) enhanced
relationship to certain market indices (at a rate of 1 or more times the actual result
of the corresponding index) as an investment strategy and/or for the purpose of
increasing gains in an advancing market. There can be no assurance that any such
strategy will prove profitable or successful. Considering these enhanced
risks/rewards, a client is permitted to direct Simon Quick, in writing, not to employ
any or all such strategies for his/her/their/its accounts.
Cash Positions. Simon Quick continues to treat cash as an asset class. As such,
unless determined to the contrary by Simon Quick, all cash positions (money
markets, etc.) shall continue to be included as part of assets under management for
purposes of calculating Simon Quick’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), Simon Quick
may maintain 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, Simon Quick’s advisory fee could exceed the
interest paid by the client’s money market fund. ANY QUESTIONS: Simon
Quick’s Chief Compliance Officer, Steve Pisano, remains available to address
any questions that a client or prospective may have regarding the above fee
billing practice..
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 the potential for underperformance. As with any type of investment
(including any investment and/or investment strategies recommended and/or
undertaken by Simon Quick), there can be no assurance that investment in ESG
securities or funds will be profitable or prove successful. Simon Quick generally
relies on 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.
11
Cybersecurity. Investment advisors, including Simon Quick, must rely in part on
digital and network technologies (“cyber networks”) to maintain substantial
computerized data about activities for client accounts and to otherwise conduct their
businesses. Such cyber networks might, in some circumstances, be subject to a
variety of possible cybersecurity incidents or similar events that could potentially
result in the inadvertent disclosure of confidential computerized data or client data
to unintended parties, or the intentional misappropriation or destruction of data by
malicious hackers seeking to compromise sensitive information, corrupt data, or
cause operational disruption. Cyber-attacks might potentially be carried out by
persons using techniques that could range from efforts to electronically circumvent
network security or overwhelm websites to intelligence gathering and social
engineering functions aimed at obtaining information necessary to gain access.
Simon Quick maintains policies and procedures on information technology
security, it has certain technical and physical safeguards intended to protect the
confidentiality of its internal data and takes other reasonable precautions to limit
the potential for cybersecurity incidents, and to protect data from inadvertent
disclosure or wrongful misappropriation or destruction. Nevertheless, despite
reasonable precautions, the risk remains that cybersecurity incidents could
potentially occur, and such incidents, in some circumstances, might result in
unauthorized access to sensitive information about Simon Quick or its clients or
their investors, and/or cause damage to client accounts or Simon Quick’s activities
for clients or their investors. Simon Quick will seek to notify affected clients and
investors of any known cybersecurity incident that poses a substantial risk of
exposing confidential personal data about such clients or investors to unintended
parties.
Client Obligations. In performing its services, Simon Quick shall not be required
to verify any information received from the client or from the client’s other
professionals and is expressly authorized to rely thereon. Moreover, each client is
advised that it remains his/her/its responsibility to promptly notify Simon Quick of
any change in his/her/its financial situation or investment objectives for the purpose
of reviewing/evaluating/revising Simon Quick’s previous recommendations and/or
services.
Custodian Charges - Additional Fees: As discussed below at Item 12 below,
when requested to recommend a broker-dealer/custodian for client accounts, Simon
Quick generally recommends that Schwab, Fidelity and/or Pershing serve as the
broker-dealer/custodian for client investment management assets. Broker-dealers
such as Schwab, Fidelity and Pershing 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 type fees (as well as the amount of those
fees) shall differ depending upon the broker-dealer/custodian. While certain
custodians, including Schwab, Fidelity and Pershing generally (with exceptions)
12
do not currently charge fees on individual equity transactions (including ETFs),
others do. There are also transaction fee pricing differentials between Schwab,
Fidelity and Pershing. Independent Managers could use other broker-dealers that
have different transaction fee pricing. Please Note: There can be no assurance that
Schwab, Fidelity and/or Pershing will not change its transaction fee pricing in the
future. Tradeaways: When beneficial to the client, individual fixed‐income and/or
equity transactions may be effected through broker‐dealers with whom Simon
Quick and/or the client have entered into arrangements for prime brokerage clearing
services, including effecting certain client transactions through other SEC
registered and FINRA member broker‐dealers (in which event, the client generally
will incur both the transaction fee charged by the executing broker‐dealer and a
“trade-away” fee charged by Schwab Fidelity and/or Pershing). The above
fees/charges are in addition to Simon Quick’s investment advisory fee at Item 5
below. Simon Quick does not receive any portion of these fees/charges. ANY
QUESTIONS: Simon Quick’s Chief Compliance Officer, Steve Pisano,
remains available to address any questions that a client or prospective client
may have regarding the above.
Portfolio Activity. Simon Quick has a fiduciary duty to provide services consistent
with the client’s best interest. As part of its investment advisory services, Simon
Quick 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, fund manager tenure, style drift, account additions/withdrawals,
and/or a change in the client’s investment objective. Based upon these factors, there
will be extended periods of time when Simon Quick determines that changes to a
client’s portfolio are neither necessary nor prudent. Of course, as indicated below,
there can be no assurance that investment decisions made by Simon Quick will be
profitable or equal any specific performance level(s).
Role as Sub-advisor. Simon Quick also serves as a sub-advisor to unaffiliated
registered investment advisors per the terms and conditions of a written Sub-
Advisory Agreement. With respect to its sub-advisory services, the unaffiliated
investment advisors that engage Simon Quick’s sub-advisory services maintain
both the initial and ongoing day-to-day relationship with the underlying client,
including initial and ongoing determination of client suitability for Simon Quick’s
designated investment strategies. If the custodian/broker-dealer is determined by
the unaffiliated investment advisor, Simon Quick will be unable to negotiate
commissions and/or transaction costs, and/or seek better execution. As a result,
clients will 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 through alternative clearing arrangements recommended by
Simon Quick. Higher transaction costs adversely impact account performance.
C. Simon Quick shall provide investment advisory services specific to the needs of
each client. Prior to providing investment advisory services, an investment advisor
representative will ascertain each client’s investment objective(s). Thereafter,
13
Simon Quick shall allocate and/or recommend that the client allocate investment
assets consistent with the designated investment objective(s). The client is
permitted to, at any time, impose reasonable restrictions, in writing, on Simon
Quick’s services. Additionally, investment objections and restrictions for the
affiliated funds are contemplated in the affiliated funds’ governing documents.
D. Simon Quick does not participate in a wrap fee program.
E. As of December 31, 2024, Simon Quick had $6,159,681,773 assets under
management (“AUM”) on a discretionary basis and $ $557,317,591 AUM on a non-
discretionary basis for a total of $ $6,716,999,364. In addition to discretionary and
non-discretionary regulatory AUM, Simon Quick advises and consults, but does
not have any management, execution, or trading authority, on $1,721,037,252 in
assets as of December 31, 2024.
Item 5
Fees and Compensation
A. The client can determine to engage Simon Quick to provide discretionary and/or
non-discretionary investment advisory services.
WEALTH MANAGEMENT SERVICES
If a client determines to engage Simon Quick to provide discretionary and/or non-
discretionary investment advisory services, Simon Quick’s annual investment
advisory fee is be based upon a percentage (%) of the market value or charged a
fixed fee, and type of assets placed under Simon Quick’s management. Fees are
negotiated based on several factors including but not limited to, the value of assets,
complexity, and any other special factors in Simon Quick’s sole discretion. Simon
Quick maintains a minimum annual fee of $20,000 per annum. At its discretion,
Simon Quick will elect to reduce or waive the minimum annual fee based on the
circumstances surrounding the client relationship (e.g., a client’s status as an
existing financial planning client or employee, anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets managed, related
accounts, type of services required, account composition, and individual
negotiations). If applicable, the financial planning fee, as discussed in greater detail
below, is equal to the difference between the fee charged for assets under
management and the minimum annual fee. The fee charged depends on the amount
of assets under management and whether Simon Quick will be providing financial
planning services.
Please Note: Fee Differentials. Simon Quick will generally price our advisory
services based upon various objective and subjective factors. As a result, our clients
could pay diverse fees based upon the market value of their assets, the complexity
of the engagement, and the level and scope of the overall investment advisory
services to be rendered. As a result of these factors, similarly situated clients could
pay diverse fees, and the services to be provided to any client could be available
14
from other advisors at lower fees. All clients and prospective clients should be
guided accordingly. Simon Quick’s Chief Compliance Officer remains
available to address any questions regarding Fee Differentials.
Simon Quick’s annual investment advisory fee shall include investment advisory
services, and, to the extent specifically requested by the client, financial planning
and consulting services. If the client requires extraordinary planning and/or
consultation services (to be determined in the sole discretion of Simon Quick),
Simon Quick will charge for such additional services, the dollar amount of which
shall be set forth in a separate written notice to the client. Clients are permitted to
make additions to and withdrawals from their account(s) at any time. If assets are
deposited into or withdrawn from an account after the inception of a billing period,
the fee payable with respect to such assets is adjusted to reflect the interim change
in portfolio value.
Simon Quick provides Administrative and Bill-pay services, and Tax Planning and
Compliance services to certain legacy clients of WES&S. To the extent that these
clients will continue to engage Simon Quick for these services, the fees will be
included in the annual fee for Wealth Management services. For all other clients of
Simon Quick, fees for these services will be negotiated on a case-by-case basis
based on several factors including but not limited to, the value of assets,
complexity, and any other objective and/or subjective factors in Simon Quick’s sole
discretion.
INVESTMENT CONSULTING SERVICES
If a client determines to engage Simon Quick to provide Investment Consulting
services, Simon Quick’s annual investment advisory fee is based upon a percentage
(%) of the market value and type of assets placed under Simon Quick’s
management. The maximum fees that are charged by Simon Quick for Investment
Consulting services is 1.00% per annum. Fees are negotiated based on several
factors including but not limited to, the value of assets, complexity, and any other
special factors in Simon Quick’s sole discretion.
AFFILIATED PRIVATE INVESTMENT FUNDS
Compensation received by Simon Quick from the affiliated funds is comprised of
fees based on a percentage of AUM (“Management Fee”). Management Fees are
discussed in this Item 5. Performance Compensation is discussed in Item 6.
Management Fees are generally charged at annual rates of 0-1% of net assets of the
relevant affiliated fund, payable in advance on a monthly or quarterly basis. Fees
are generally non-negotiable. However, Simon Quick has discretion with respect to
setting Management Fees and determining whether to reduce, waive or calculate
differently the Management Fee with respect to investors that are affiliates,
employees, partners or former partners of Simon Quick, members of the immediate
families of such persons, and trusts or other entities for their benefit.
15
For investors or shareholders in the affiliated funds who are not clients (referred to
as “external investors”), Simon Quick generally charges the capital account of
external investors a fee based on AUM that range from 0.0% up to 1% depending
on the affiliated fund and the amount of investment.
The affiliated funds bear their own operating expenses, including, but not limited
to, fees and expenses associated with their investment programs, e.g., for all costs,
fees and expenses incurred in connection with the purchase, sale or carrying of any
security or investment, including but not limited to, transaction costs, custodial
fees, and margin interest expenses. In addition, the affiliated funds will bear
additional expenses such as the fees and expenses of professionals retained by the
affiliated funds to advise them in connection with their investing activities, legal
expenses, internal and external accounting, audit and tax preparation expenses,
administrative expenses, interest, taxes, costs and other expenses associated with
the operation of the affiliated funds, as applicable.
Investors in the affiliated funds shall also be assessed an annual fee that shall be
used for research, evaluation of investments, due diligence on any investment, and
other operational functions associated with maintaining the funds (“Operating
Expense Reimbursement”). Such Operating Expense Reimbursement shall be
calculated as of the last business day of each calendar month and paid to Simon
Quick Advisors, LLC as of the last business day of each calendar quarter.
In the affiliated funds, the fees charged to investors are separate and distinct from
the fees charged to the affiliated funds by the underlying private funds (fund of
funds structure). The affiliated funds’ fees are also in addition to any fees charged
by investors’ personal investment advisors (Simon Quick or a related advisor). If
an investor were able to invest directly in or with the underlying private fund, the
investor might avoid the additional layer of fees associated with an investment in
the affiliated funds. By investing in the underlying private funds indirectly through
the affiliated funds, investors will not only bear the fees associated with an
investment in the affiliated funds but will also indirectly bear the fees associated
with investing through the underlying private fund.
Please Note: Simon Quick will recommend that certain clients
invest in the affiliated private investment funds. In these situations,
the client will be granted a waiver of the fund’s management fee
on the portion of their assets invested in the affiliated private fund
for as long as the investor in the affiliated private investment funds
remains a client.
funds
in
the
Please Also Note: Conflict of Interest. Because Simon Quick
and/or its affiliates earns additional compensation from the
affiliated
the Operating Expense
form of
Reimbursement described above that exceed the fee that Simon
Quick would earn under its standard fee referenced in Item 5 above,
the recommendation that a client become an affiliated funds
16
investor presents a conflict of interest. No client is under any
obligation to become an affiliated funds investor. Simon Quick’s
Chief Compliance Officer remains available to address any
questions regarding this conflict of interest.
REPORTING SERVICES
Simon Quick also provides reporting services, which can incorporate all the client’s
investment assets, including those investment assets that are not part of the assets
managed or recommended by Simon Quick (the “Excluded Assets”). The
Investment Advisory Agreement will spell out in detail any project or historical
reporting project fees on a one-time basis. Excluded assets are generally billed a
per annum fixed fee of $250 per account to report on such accounts and the market
value of such investments are excluded from the calculation of Simon Quick’s
advisory fee. In addition, any added costs to report on excluded assets that require
performance backdating, or any special project costs, are assessed to the client at
an hourly rate of $125 per hour.
In the event the client desires that Simon Quick provide investment advisory
services with respect to the excluded assets, the client can engage Simon Quick to
do so for a separate and additional fee pursuant to the terms and conditions of an
Investment Advisory Agreement between Simon Quick and the client.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
To the extent specifically requested by a client, Simon Quick will provide financial
planning and/or consulting services (including investment and non-investment
related matters, including estate planning, insurance planning, etc.) on a stand-alone
fee basis. Simon Quick’s planning and consulting fees are negotiable.
BILL-PAY AND BOOKKEEPING SERVICES
To the extent specifically requested by a client, Simon Quick will provide Bill-Pay
and Bookkeeping services on a stand-alone fee basis. Simon Quick’s bill-pay and
bookkeeping services fees are paid hourly and typically range between $125 and
$350 per hour based upon the complexity of the assignment. These fees are
negotiable and can be part of the annual percentage paid on assets under
management or a standalone fee billed separately to each client.
B. Simon Quick’s advisory fees are generally deducted from the client’s custodial
account. Both Simon Quick’s Investment Advisory Agreement and the custodial/
clearing agreement authorizes the custodian to debit the account for Simon Quick’s
investment advisory fee and to directly remit management fees to Simon Quick in
compliance with regulatory procedures. In the limited event that Simon Quick bills
the client directly, payment is due upon receipt of Simon Quick’s invoice. Certain
asset consulting services are provided on a fixed-fee basis. For example, the
origination of an investment policy statement and asset allocation study and a
manager search will be performed on a fixed-fee basis. Some of these fixed fees are
payable in addition to the fees based on a percentage of AUM.
17
Simon Quick’s annual investment advisory fee shall be paid quarterly, in arrears,
based upon the average daily balance of the market value of the assets during the
previous quarterly billing cycle (except for private fund investments, the value of
which shall be based upon the most recent value provided by the fund sponsor).
Simon Quick, in its sole discretion, will reduce its investment advisory fee, reduce
or waive its minimum annual fee, or charge a fixed fee 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,
competition, negotiations with client, etc.).
The Investment Advisory Agreement between Simon Quick and the client will
continue in effect until terminated by either party by written notice in accordance
with the terms of the Investment Advisory Agreement. Upon termination, Simon
Quick shall debit the account for the pro-rated portion of the unpaid advanced
advisory fee based upon the number of days that services were provided during the
billing quarter.
As discussed below, unless the client directs otherwise or an individual client’s
circumstances require, Simon Quick shall generally recommend that Charles
Schwab and Co., Inc. (“Schwab”), Fidelity Investments (“Fidelity”), and/or
Pershing, LLC (“Pershing”) serve as the broker-dealer/custodian for client
investment advisory assets. Broker-dealers such as Schwab, Fidelity, and Pershing
charge brokerage commissions and/or transaction fees for effecting certain
securities transactions (i.e., transaction fees are charged for certain no-load mutual
funds, commissions are charged for individual equity and fixed income securities
transactions). In addition to Simon Quick’s investment advisory fee, brokerage
commissions, prime brokerage fees, trade away fees, exchange fees, and/or
transaction fees, clients will also incur, relative to all mutual fund, exchange traded
fund purchases, affiliated and non-affiliated funds, charges imposed at the fund
level (e.g., management fees and other fund expenses).
Trade-away/Prime Broker Fees: Relative to discretionary investment management
services, individual fixed income transactions are affected through broker-dealers
other than the account custodian when beneficial to the client. In that event, the
client will generally incur both the fee (commission, mark-up/mark-down) charged
by the executing broker-dealer and a separate “trade-away” and/or prime broker fee
charged by the account custodian (Schwab, Fidelity, or Pershing).
C. Clients of Simon Quick in some instances pay an hourly retainer in advance for
assignments related to financial planning only services. Refunds are granted for any
retainer fees paid in advance by submitting a termination of services request in
writing to the Chief Compliance Officer. Any prepaid fees will be pro-rated in
accordance with the agreement. In limited circumstances, Simon Quick is engaged
on a flat annual fee basis.
18
Please Note: As a result of the above, similarly situated clients could pay different
fees. In addition, similar advisory services are available from other investment
advisors for similar or lower fees. ANY QUESTIONS: Simon Quick’s Chief
Compliance Officer remains available to address any questions that a client
has regarding its advisory fee schedule.
D. Neither Simon Quick, nor its representatives, accepts compensation from the sale
of securities or other investment products.
E. Simon Quick has legacy clients that have investments in the Edelman Managed
Asset Program® (“EMAP”). These investments occurred before the inception of
the client’s advisory relationship with Simon Quick Advisors, LLC. Given the
foregoing timing of the investment in EMAP, upon becoming clients of Simon
Quick Advisors, LLC, Simon Quick Advisors, LLC was required to enter into a
platform agreement with Edelman Financial Engines so that each client was able to
continue his/her/its relationship with EMAP. The platform agreement between
Edelman Financial Engines and Simon Quick Advisors, LLC, compensates Simon
Quick Advisors, LLC a portion of the fees paid by each client to Edelman Financial
Engines for the advisory services provided by Edelman Financial Engines to each
client. The fees payable to Simon Quick Advisors, LLC range from 1.05% to .20%,
depending on the amount of a respective client’s assets in EMAP. Simon Quick
Advisors, LLC is not currently referring additional clients, beyond those already
invested with Edelman Financial Engines before the inception of an advisory
relationship with Simon Quick Advisors, LLC, to Edelman Financial Engines.
Item 6
Performance-Based Fees and Side-by-Side Management
Simon Quick does not use a performance-based fee structure (i.e., fees based on a
share of the capital gains or capital appreciation of managed securities).
Item 7
Types of Clients
thrift
institutions;
insurance companies;
Simon Quick’s clients shall generally include individuals, families, pension, for-
profit business entities, and non-profit business entities, endowments and
foundations. Simon Quick provides investment advice and investment advisory
services to affiliated funds, which are pooled investment vehicles that are organized
as domestic limited partnerships, domestic limited liability companies, or offshore
corporations. Investors in the affiliated funds include some or all the following:
investment
individuals; banks or
companies; pension and profit-sharing plans; trusts, estates or charitable
organizations; and corporations or other business entities. When Simon Quick
provides investment advice to the affiliated funds, it does so directly to the affiliated
funds and not to the limited partners, members, or shareholders of any affiliated
funds.
19
The minimum investment in the affiliated funds varies by fund and are found in the
private placement memorandum of each respective fund. Simon Quick, in its sole
discretion, will reduce its investment advisory fee and/or reduce or waive its
minimum asset requirement 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, negotiations with client, etc.).
Simon Quick, in its sole discretion, will modify its minimum annual fee and/or a
charge a flat fee 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, competition, negotiations with client, etc.). Please
Note: As result of the above, similarly situated clients could pay different fees. In
addition, similar advisory services are available from other investment advisors for
similar or lower fees. ANY QUESTIONS: Simon Quick’s Chief Compliance
Officer remains available to address any questions that a client or prospective
client has regarding advisory fees.
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
A. In the normal course of business, Simon Quick is an allocator of client funds to
investment managers, non-affiliated private funds and affiliated private funds.
Simon Quick performs a due diligence analysis on these managers by reviewing
and considering many factors including, but not limited to, historical returns,
volatility, manager experience, style, drawdowns, portfolio/employee turnover, and
operational policies and procedures. This is done through a proprietary quantitative
analysis as well as in-person meetings, and statistical screening prior to the
engagement of any manager. In addition, periodic performance and logistical
updates are conducted to confirm that the manager continues to fulfill a client’s
mandate and goals.
In some instances, Simon Quick will utilize the following methods of security
analysis:
• Fundamental - (analysis performed on historical and present data, with the
goal of making financial forecasts)
In some instances, Simon Quick utilizes the following investment strategies when
implementing investment advice given to clients:
• Long Term Purchases (securities held at least a year)
• Short Term Purchases (securities sold within a year)
• Trading (securities purchased and sold within thirty (30) days)
• Short Sales (contracted sale of borrowed securities with an obligation to
make the lender whole)
• Options (contract for the purchase or sale of a security at a predetermined
price during a specific period)
20
Please Note: Investment Risk. Investing in securities involves risk of loss that
clients should be prepared to bear. 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 Simon Quick) will be profitable or equal
any specific performance level(s).
B. In the normal course of business, Simon Quick is an allocator of client funds to
investment managers, non-affiliated private funds and affiliated private funds. In
certain circumstances, Simon Quick will recommend the purchase or sales of
individual securities (stocks, bonds, options, etc.)
However, every method of analysis has its own inherent risks. To perform an
accurate market analysis, Simon Quick must have access to current/new market
information. Simon Quick has no control over the dissemination rate of market
information; therefore, unbeknownst to Simon Quick, certain analyses are
compiled with outdated market information, severely limiting the value of Simon
Quick’s analysis. Furthermore, an accurate market analysis can only produce a
forecast of the direction of market values. There can be no assurances that a
forecasted change in market value will materialize into actionable and/or profitable
investment opportunities.
Simon Quick evaluates managers whose primary investment strategies - Long Term
Purchases, Short Term Purchases, and Trading - are fundamental investment
strategies. However, every investment strategy has its own inherent risks and
limitations. For example, longer term investment strategies require a longer
investment time to allow for the strategy to potentially develop. Shorter term
investment strategies require a shorter investment time to potentially develop but,
because of more frequent trading, will incur higher transactional costs when
compared to a longer-term investment strategy. Trading, an investment strategy that
requires the purchase and sale of securities within a thirty (30) day investment time,
involves a very short investment time period but will incur higher transaction costs
when compared to a short-term investment strategy and substantially higher
transaction costs than a longer-term investment strategy.
In addition to the fundamental investment strategies discussed above, Simon Quick
will also implement and/or recommend short selling and/or options transactions.
Each of these strategies has a high level of inherent risk. (See discussion below).
Short selling is an investment strategy with a high level of inherent risk. Short
selling involves the selling of assets that the investor does not own. The investor
borrows the assets from a third-party lender (i.e., Broker-Dealer) with the
obligation of buying identical assets later to return to the third-party lender.
Individuals who engage in this activity shall only profit from a decline in the price
of the assets between the original date of sale and the date of repurchase.
Conversely, the short seller will incur a loss if the price of the assets rises. Other
21
costs of shorting will include a fee for borrowing the assets and payment of any
dividends paid on the borrowed assets.
The use of options transactions as an investment strategy involves 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. During the term of the option contract, the buyer of the option gains
the right to demand fulfillment by the seller. Fulfillment will take the form of either
selling or purchasing a security depending upon the nature of the option contract.
Generally, the purchase or the recommendation to purchase an option contract by
Simon Quick shall be with the intent of offsetting, “hedging”, a potential market
risk in a client’s portfolio. Please Note: Although the intent of the options-related
transactions is to hedge against principal risk, certain of the options-related
strategies (i.e., straddles, short positions, etc.), will, 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. Considering
these enhanced risks, clients are permitted to direct Simon Quick, in writing, not to
employ any or all such strategies for his/her/their/its accounts. For detailed
information on the use of options and option strategies, please refer to the Option
Clearing Corp.’s Option Disclosure Document, which can be found at:
http://www.optionsclearing.com/components/docs/riskstoc.pdf
Hard copies shall be ordered by calling 1-888-678-4667 or writing OCC, 1 North
Wacker Drive, Suite 500 Chicago, Il 60606.
C. Currently, Simon Quick primarily allocates client investment assets to:
Independent Managers (Private Investment Funds). Simon Quick will allocate
(and/or recommend that the client allocate) a portion of a client’s investment assets
among unaffiliated independent investment managers in accordance with the
client’s designated investment objective(s). In such situations, the Independent
Manager[s] shall have day-to-day responsibility for the active discretionary
management of the allocated assets. Simon Quick shall continue to render
investment advisory services to the client relative to the ongoing monitoring and
review of account performance, asset allocation and client investment objectives.
Factors which Simon Quick shall consider in recommending Independent
Manager[s] include the client’s designated investment objective(s), management
style, performance, reputation, financial strength, reporting, pricing, and research.
Please Note: Private investment funds generally involve various
risk factors, including, but not limited to, potential for complete loss
of principal, liquidity constraints and lack of transparency, a
complete discussion of which is set forth in each fund’s offering
documents, which will be provided to each client for review and
consideration. Unlike liquid investments that a client maintains,
private investment funds do not provide daily liquidity or pricing.
Each prospective client investor will be required to complete a
22
Subscription Agreement, pursuant to which the client shall establish
that he/she is qualified for investment in the fund and acknowledges
and accepts the various risk factors that are associated with such an
investment.
Please Also Note: Valuation. If Simon Quick references private
investment funds owned by the client on any supplemental account
reports prepared by Simon Quick, the value(s) for all private
investment funds owned by the client shall reflect the most recent
valuation provided by the fund sponsor. However, if after purchase,
the fund has not provided an updated valuation, the valuation shall
reflect the initial purchase price. If after purchase, the fund provides
an updated valuation, then the statement will reflect that updated
value. The updated value will continue to be reflected on the report
until the fund provides a further updated value. Please Also Note:
As result of the valuation process, if the valuation reflects initial
purchase price or an updated value after purchase price, the current
value(s) of an investor’s fund holding(s) could be significantly more
or less than the value reflected on the report. Unless otherwise
indicated, the client’s advisory fee shall be based upon the value
reflected on the report.
Engagement of Sub-Advisors. Simon Quick shall engage sub-advisors for the
purpose of assisting Simon Quick with the management of its client accounts. The
sub-advisor(s) shall have discretionary authority for the day-to-day management of
the assets that are allocated to it by Simon Quick. The sub-advisor shall continue in
such capacity until such arrangement is terminated or modified by Simon Quick.
Simon Quick shall pay a portion of the investment advisory fee received for these
allocated assets to the sub-advisor for its sub-advisory services. Simon Quick’s
Chief Compliance Officer remains available to address any questions concerning
Simon Quick’s sub-advisory arrangements.
Mutual funds and exchange traded funds. Simon Quick will allocate (and/or
recommend that the client allocate) a portion of a client’s investment assets among
unaffiliated independent Mutual Funds and Exchange Traded Funds (“ETFs”)
(including inverse ETFs and/or mutual funds that are designed to perform in an
inverse relationship to certain market indices), in accordance with the client’s
designated investment objective(s). In such situations, the unaffiliated independent
Mutual Funds and Exchange Traded Funds shall have day-to-day responsibility for
the active discretionary management of the allocated assets. Simon Quick shall
continue to render investment advisory services to the client relative to the ongoing
monitoring and review of account performance, asset allocation and client
investment objectives. Factors which Simon Quick shall consider in recommending
Mutual Funds and Exchange Traded Funds include the client’s designated
investment objective(s), management style, performance, reputation, financial
strength, reporting, pricing, and research. Simon Quick will allocate to Mutual
Funds, ETFs, Independent Manager[s] and/or private investment funds, on a
23
discretionary and non-discretionary basis in accordance with the client’s designated
investment objective(s). (See Independent Manager[s] above).
As disclosed above, Simon Quick shall utilize long and short mutual funds and/or
exchange traded funds that are designed to perform in either an: (1) inverse
relationship to certain market indices (at a rate of 1 or more times the inverse
[opposite] result of the corresponding index) as an investment strategy and/or for
the purpose of hedging against downside market risk; and (2) enhanced relationship
to certain market indices (at a rate of 1 or more times the actual result of the
corresponding index) as an investment strategy and/or for the purpose of increasing
gains in an advancing market. There can be no assurance that any such strategy
will prove profitable or successful. Considering these enhanced risks/rewards, a
client is permitted to direct Simon Quick, in writing, not to employ any or all such
strategies for his/her/their/its accounts.
Please Note: Account Rebalancing for Non-Discretionary
Accounts. Simon Quick balance mutual fund and ETF accounts on
the same date. However, unless Simon Quick receives timely verbal
authorization to do so from clients that engage Simon Quick on a
non-discretionary basis, non-discretionary accounts will be
rebalanced after discretionary accounts.
Affiliated Funds. As discussed in Item 4 and Item 5 of this Form ADV Part 2A,
with certain clients, Simon Quick will recommend that clients invest a portion of
their assets in affiliated funds for which Simon Quick is the investment advisor.
Item 9
Disciplinary Information
In the past ten years, there are no legal or disciplinary events involving the Simon
Quick or any of its management persons that are material to a client’s or prospective
client’s evaluation of the Simon Quick’s advisory business or the integrity of the
Simon Quick’s management.
Item 10
Other Financial Industry Activities and Affiliations
A. Neither Simon Quick, nor its representatives, are registered or have an application
pending to register, as a broker-dealer or a registered representative of a broker-
dealer.
B. Neither Simon Quick, nor its representatives, are registered or have an application
pending to register, as a futures commission merchant, commodity pool operator, a
commodity trading advisor, or an associated person of the foregoing entities.
24
C. Simon Quick and/or its affiliates have filed for an exemption as a commodity pool
operator with the National Futures Association (“NFA”) on behalf of two of the
affiliated funds.
Private Investment Funds.
As discussed above, Simon Quick provides investment advice to the affiliated
funds. The general partners of the affiliated funds are affiliated with Simon Quick
by common ownership. In addition, related persons of Simon Quick that are
affiliated by common ownership serve as the investment advisor to certain of the
affiliated funds. Simon Quick, on a discretionary and non-discretionary basis, will
recommend that qualified clients consider allocating a portion of their investment
assets to the affiliated funds. The terms and conditions for participation in the
affiliated funds, including management fees, conflicts of interest, and risk factors,
are set forth in the fund’s offering documents.
funds
in
the
Please Also Note: Conflict of Interest. Because Simon Quick
and/or its affiliates earns additional compensation from the
affiliated
the Operating Expense
form of
Reimbursement described above that exceed the fee that Simon
Quick would earn under its standard fee referenced in Item 5 above,
the recommendation that a client become an affiliated funds
investor presents a conflict of interest. No client is under any
obligation to become an affiliated funds investor. Simon Quick’s
Chief Compliance Officer remains available to address any
questions regarding this conflict of interest.
D. Simon Quick does not receive, directly or indirectly, compensation from
investment advisors that it recommends or selects for its clients.
Item 11
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
A. Simon Quick has adopted a Code of Ethics (the “Code”), which includes a formal
code of ethics policies and procedures. The Code requires, among other things, that
Simon Quick employees:
• Act with integrity, competence, diligence, respect, and in an ethical manner with
the public, clients, prospective clients, employers, employees, colleagues in the
investment profession, and other participants in the global capital markets;
• Place the integrity of the investment profession, the interests of clients, and the
interests of Simon Quick above one’s own personal interests;
• Adhere to the fundamental standard that you should not take inappropriate
advantage of your position;
• Avoid any actual or potential conflict of interest;
25
• Conduct all personal securities transactions in a manner consistent with this
policy;
• Use reasonable care and exercise independent professional judgment when
conducting investment analysis, making investment recommendations, taking
investment actions, and engaging in other professional activities;
• Practice and encourage others to practice in a professional and ethical manner
that will reflect credit on the employee and the profession;
• Promote the integrity of, and uphold the rules governing, capital markets;
• Maintain and improve professional competence and strive to maintain and
improve the competence of other investment professionals; and,
• Comply with applicable provisions of the federal securities laws.
The Code also requires employees to 1) pre-clear certain personal securities
transactions; 2) report personal securities transactions on at least a quarterly basis;
and 3) provide Simon Quick with a detailed summary of certain holdings (both
initially upon commencement of employment and annually thereafter) over which
such employees have a direct or indirect beneficial interest.
Clients, investors, or prospective clients and investors are permitted to obtain a copy
of the Code by contacting Simon Quick’s Chief Compliance Officer, via telephone
at (973) 525-1000.
Additionally, in accordance with Section 204A of the Investment Advisers Act of
1940, Simon Quick maintains and enforces written policies reasonably designed to
prevent insider trading, the misuse of material non-public information, by Simon
Quick or any person associated with Simon Quick.
B. As disclosed above, Simon Quick and/or its affiliates have a financial interest in
the affiliated funds. Simon Quick, on a discretionary or non-discretionary basis,
shall recommend that qualified clients consider allocating a portion of their
investment assets to the affiliated funds. The terms and conditions for participation
in the affiliated funds, including management and incentive fees, conflicts of
interest, and risk factors, are set forth in the affiliated funds’ offering documents.
Simon Quick’s Chief Compliance Officer remains available to address any
questions regarding this conflict of interest.
C. In the normal course of business, Simon Quick is an allocator of client funds to
investment managers, non-affiliated private funds and the affiliated funds. In
certain circumstances, however, Simon Quick and/or representatives of Simon
Quick will buy or sell securities that are also recommended to clients. This practice
creates a situation where Simon Quick and/or representatives of Simon Quick are
able to materially benefit from the sale or purchase of those securities. Therefore,
this situation creates a potential conflict of interest. Practices such as “scalping”
(i.e., a practice whereby the owner of shares of a security recommends that security
for investment and then immediately sells it at a profit upon the rise in the market
price which follows the recommendation) could take place if Simon Quick did not
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have adequate policies in place to detect such activities. In addition, this
requirement can help detect insider trading, “front-running” (i.e., personal trades
executed prior to those of Simon Quick’s clients) and other potentially abusive
practices.
Simon Quick has established procedures intended to limit conflicts of interest in
cases where Simon Quick is a related person, or any of its employees, buys or sells
securities recommended by Simon Quick to its clients. These procedures include
the obligation to pre-clear transactions in private placements (which includes
interests in private investment funds) through the Chief Compliance Officer and a
quarterly review of investment activity within the personal accounts of Simon
Quick employees. Simon Quick provides investment advisory and advisory
services to several clients that have similar or identical investment objectives, and
therefore must determine how to allocate investment opportunities among these
Clients. This process is complicated in situations where a private fund manager
places a limit on the amount a particular client or clients, considered individually
or in the aggregate, are permitted to invest with such private fund manager.
Simon Quick has developed the allocation policies and procedures as a means of
ensuring that all Clients are treated fairly with respect to private fund allocations.
Please Also Note: Conflict of Interest. Certain Simon Quick clients also
serve as employees or control persons of investment advisors to non-
affiliated private funds recommended by Simon Quick. This presents a
conflict of interest. As result, you must consider this conflict when
determining to authorize Simon Quick to allocate a portion of your assets
to those non-affiliated private funds. You are under absolutely no obligation
to allocate any portion of your investment assets to Independent Managers
and/or private investment funds. Additional disclosure will be made when
recommending client investment in instances where this conflict is present.
Please Also Note: Conflict of Interest. Simon Quick recommends
investments in non-affiliated private funds to those clients for whom it
believes it is appropriate. In limited circumstances, an employee of Simon
Quick serves in a non-compensated advisory capacity to non-affiliated
private funds. This does present a conflict of interest. Additional disclosure
will be made when recommending client investments in such instances. No
client is under any obligation to purchase or allocate to such non-affiliated
private funds.
Please Also Note: Conflict of Interest. Simon Quick seeks to negotiate
preferential fees, assessed to investors, with its Independent Managers. In
many incidences, preferential fees are based on the level of assets
committed to the fund on behalf of investors introduced by Simon Quick.
Any financial benefit is passed on to the client/investor. Because certain
Simon Quick employees can also be investors in the fund, it can create a
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conflict of interest when recommending fund investments to Simon Quick
clients. As an investor subject to the fee, the Simon Quick employee can
directly benefit, along with all other investors in the fund, because of
recommending that a client allocate assets to the fund.
D. In the normal course of business, Simon Quick is an allocator of client funds to
investment managers, non-affiliated private funds and the affiliated funds. In
certain circumstances, Simon Quick recommends the purchase or sales of
individual securities (stocks, bonds, options, etc.), at or around the same time as
those securities are recommended to clients. This practice creates a situation where
Simon Quick and/or representatives of Simon Quick are able to materially benefit
from the sale or purchase of those securities. Therefore, this situation creates a
potential conflict of interest. As indicated above in Item 11.C, Simon Quick has a
personal securities transaction policy in place to monitor the personal securities
transaction and securities holdings of each of Simon Quick’s Access Persons.
Item 12
Brokerage Practices
A. If the client requests that Simon Quick recommend a broker-dealer/custodian for
execution and/or custodial services, except for legacy clients of WES&S, Simon
Quick generally recommends that investment advisory accounts be maintained at
Schwab, Fidelity and/or Pershing. Legacy clients of WES&S maintain custodial
and brokerage relationships with institutions that differ from Schwab, Fidelity
and/or Pershing. In such circumstances, legacy WES&S clients will be permitted
to continue maintaining these brokerage relationships.
The client will be required to enter into a formal Investment Advisory Agreement
with Simon Quick setting forth the terms and conditions under which Simon Quick
shall advise on the client’s assets, and a separate custodial/clearing agreement with
each designated broker-dealer/custodian. Simon Quick does not maintain any soft
dollar arrangements with any custodians.
Factors that Simon Quick considers in recommending a broker-dealer/custodian to
clients include historical relationship with Simon Quick, financial strength,
reputation, execution capabilities, pricing, research, and service. Although the
commissions, transaction and/or custodial fees paid by Simon Quick’s clients shall
comply with Simon Quick’s duty to obtain best execution, a client pays
commission, transaction or custodial fee that is higher than another qualified
broker-dealer/custodian might charge to effect the same transaction where it
determines, in good faith, that the commission/transaction fee is reasonable. In
seeking best execution, the determinative factor is not the lowest possible cost, but
whether the transaction represents the best qualitative execution, taking into
consideration the full range of a broker-dealer’s/custodian’s services, including the
value of research provided, execution capability, fees, and responsiveness.
Accordingly, although Simon Quick will seek competitive rates, it will not
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necessarily obtain the lowest possible rates or fees for client account transactions.
The brokerage commissions, transaction or custodial fees charged by the
designated broker-dealer/custodian are exclusive of, and in addition to, Simon
Quick’s investment advisory fee.
1. Non-Soft Dollar Research and Additional Benefits
Although not a material consideration when determining whether to
recommend that a client utilize the services of a particular broker-
dealer/custodian, Simon Quick receives from Schwab, Fidelity, and/or Pershing
(or another broker-dealer/custodian,
investment platform, unaffiliated
investment manager, vendor and/or product/mutual fund sponsor) without cost
(and/or at a discount) support services and/or products, certain of which assist
Simon Quick to better monitor and service client accounts maintained at such
institutions. Included within the support services that are obtained by Simon
Quick is investment-related research, pricing information and market data,
software and other technology that provide access to client account data,
compliance and/or practice management-related publications, discounted or
gratis consulting services, discounted and/or gratis attendance at conferences,
meetings, and other educational and/or social events, marketing support,
computer hardware and/or software and/or other products used by Simon Quick
in furtherance of its investment advisory business operations.
Schwab, Fidelity, and/or Pershing also offer other services intended to help
Simon Quick manage and further develop its business enterprise. These
services include: (1) educational workshops, (2) publications and conferences
on practice management and business succession, and (3) introductions to
employee benefits providers, human capital consultants, and other service
providers. Schwab, Fidelity, and/or Pershing make available, arrange and/or
pay third-party vendors for the types of services rendered to Simon Quick.
Schwab, Fidelity, and/or Pershing discount or waive fees it would otherwise
charge for some of these services or pay all or part of the fees of a third party
providing these services to Simon Quick. Schwab, Fidelity, and/or Pershing
also provide other benefits such as educational events or occasional business
entertainment of Simon Quick personnel. Schwab, Fidelity, and/or Pershing
also sponsor client events hosted by or make donations to charities selected by
Simon Quick or its affiliates. In evaluation whether to recommend or require
that clients custody their assets at Schwab, Fidelity, and/or Pershing, Simon
Quick considers the availability of some of the foregoing products and services
and other arrangements as part of the total mix of factors it considers and not
solely on the nature, cost, or quality of custody and brokerage services by
Schwab, Fidelity, and/or Pershing, which creates a potential conflict of interest.
As stated in Item 4, Simon Quick allocates (or recommend that the client
allocate) assets to Independent Managers and/or private investment funds.
These Independent Managers and/or private investment funds also provide
benefits to Simon Quick such as educational events or occasional business
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entertainment of Simon Quick personnel. In addition, they also sponsor client
events hosted by or make donations to charities selected by Simon Quick or its
affiliates.
As indicated above, certain of the support services and/or products that are
received assist Simon Quick in managing and administering client accounts.
Others do not directly provide such assistance, but rather assist Simon Quick to
manage and further develop its business enterprise.
Simon Quick’s clients do not pay more for investment transactions effected
and/or assets maintained at Schwab, Fidelity, and/or Pershing because of this
arrangement. There is no corresponding commitment made by Simon Quick to
Schwab, Fidelity, and/or Pershing or any other entity to invest any specific
amount or percentage of client assets in any specific mutual funds, securities,
Independent Managers and/or private investment funds, or other investment
products because of the above arrangement.
Simon Quick’s Chief Compliance Officer remains available to address any
questions that a client or prospective client has regarding the above
arrangements and the corresponding conflict of interest presented by such
arrangements.
2. Simon Quick does not receive referrals from broker-dealers.
through a specific broker-dealer,
3. Directed Brokerage. Simon Quick generally recommends that clients utilize the
brokerage and custodial services provided by Schwab, Fidelity and/or Pershing.
Simon Quick generally does not accept directed brokerage arrangements. In a
directed brokerage arrangement, 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 Simon Quick 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 Simon Quick. As a result, a client pays 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: If
the client directs Simon Quick to effect securities transactions for the client’s
accounts
the client correspondingly
acknowledges that such direction causes the accounts to incur higher
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 Simon Quick. Higher transaction costs
adversely impact account performance. Please Also Note: Transactions for
directed accounts will generally be executed following the execution of
portfolio transactions for non-directed accounts.
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For legacy clients of WES&S that maintain custodial and brokerage
relationships with institutions that differ from Schwab, Fidelity and/or
Pershing, Simon Quick will seek to obtain best execution. However, clients 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.
Simon Quick’s Chief Compliance Officer remains available to address any
questions that a client or prospective client has regarding the above
arrangement.
B. Order Aggregation. To the extent that Simon Quick provides investment advisory
services to its clients, the transactions for each client account generally will be
affected independently, unless Simon Quick decides to purchase or sell the same
securities for several clients at approximately the same time. Simon Quick will (but
is not obligated to) combine or “batch” such orders to obtain best execution, to
negotiate more favorable commission rates or to allocate equitably among Simon
Quick’s clients, differences in prices and commissions or other transaction costs
that might have been obtained had such orders been placed independently. Under
this procedure, transactions will be averaged as to price and will be allocated among
clients in proportion to the purchase and sale orders placed for each client account
on any given day. Simon Quick shall not receive any additional compensation or
remuneration because of such aggregation.
Typically, eligible clients participate in investments in registered and unregistered
funds on a pro-rata basis. Certain investments are not appropriate for all Simon
Quick clients and, as such, shall only be offered to those clients that have
investment guidelines consistent with the investment.
Simon Quick takes great care in making and implementing investment decisions on
behalf of client accounts. To the extent that any errors occur, they will be corrected
as soon as practicable and in such a manner that the client incurs no loss. Any gains
resulting from a trade error will be allocated according to the policy of the custodian
that maintains the account.
Item 13
Review of Accounts
A. For those clients to whom Simon Quick provides investment advisory services,
account reviews are conducted on an ongoing basis by Simon Quick’s Principals
and/or representatives. All investment advisory clients are advised that it remains
their responsibility to advise Simon Quick of any changes in their investment
objectives and/or financial situation. All clients (in person or via telephone) are
encouraged to review financial planning issues (to the extent applicable),
investment objectives and account performance with Simon Quick on an annual
basis.
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B. Simon Quick conducts account reviews on an-other-than periodic basis upon the
occurrence of a triggering event, such as a change in client investment objectives
and/or financial situation, market corrections and client request.
C. Clients are provided, at least quarterly, with written transaction confirmation
notices and regular written summary account statements directly from the broker-
dealer/custodian and/or administrator for the client accounts. Simon Quick also
provides a written periodic report summarizing account activity and performance.
Affiliated funds provide written summary account statements monthly and audited
financial statements on an annual basis (typically within 180 days of fiscal year
end.)
Item 14
Client Referrals and Other Compensation
A. As referenced in Item 12 above, Simon Quick receives from Schwab, Fidelity
and/or Pershing without cost (and/or at a discount), support services and/or
products. Simon Quick’s clients do not pay more for investment transactions
effected and/or assets maintained at any such firm as result of this arrangement.
There is no corresponding commitment made by Simon Quick to any such firm to
invest any specific amount or percentage of client assets in any specific mutual
funds, securities or other investment products as a result of the above arrangements.
Simon Quick’s Chief Compliance Officer remains available to address any
questions that a client or prospective client has regarding the above
arrangements and the corresponding conflicts of interest presented by such
arrangements.
B. If a client is introduced to Simon Quick by either an unaffiliated or an affiliated
promoter, Simon Quick pays that promoter a referral fee in accordance with the
requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any
corresponding state securities law requirements. Any such referral fee shall be paid
solely from Simon Quick’s investment advisory fee and shall not result in any
additional charge to the client. If the client is introduced to Simon Quick by an
unaffiliated promoter, the promoter, at the time of the solicitation, shall disclose the
nature of his/her/its promoter relationship, and shall provide each prospective client
with a copy of Simon Quick’s written Brochure with a copy of the written
disclosure statement from the promoter to the client disclosing the terms of the
solicitation arrangement between Simon Quick and the promoter, including the
compensation to be received by the promoter from Simon Quick.
Item 15
Custody
All client assets are held in custody by unaffiliated broker/dealers or banks.
However, Simon Quick shall have the ability to have its advisory fee for each client
debited by the custodian on a quarterly basis. Clients are provided, at least
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quarterly, with written transaction confirmation notices and regular written
summary account statements directly from the broker-dealer/custodian and/or
program sponsor for the client accounts. Simon Quick also provides a written
periodic report summarizing account activity and performance.
Please Note: To the extent that Simon Quick provides clients with periodic account
statements or reports, the client is urged to compare any statement or report
provided by Simon Quick with the account statements received from the account
custodian.
Please Also Note: The account custodian does not verify the accuracy of Simon
Quick’s advisory fee calculation.
Custody Situations: Simon Quick engages in other practices and/or services on
behalf of its clients that require disclosure at the Custody section of Part 1 of Form
ADV, which practices and/or services are subject to an annual surprise
examination by an independent accounting firm registered with and inspected by
the Public Company Accounting Oversight Board
(PCAOB). ANY
QUESTIONS: Simon Quick’s Chief Compliance Officer remains available to
address any questions that a client or prospective client has regarding custody-
related issues.
Item 16
Investment Discretion
The client can determine to engage Simon Quick to provide investment advisory
services on a discretionary basis. Prior to Simon Quick assuming discretionary
authority over a client’s account, the client shall be required to execute an
Investment Advisory Agreement, naming Simon Quick as the client’s attorney and
agent in fact, granting Simon Quick full authority to buy, sell, or otherwise effect
investment transactions involving the assets in the client’s name found in the
discretionary account. The authority granted to Simon Quick shall also include the
authority on behalf of and in the name of the Client to execute: (i) documentation
relating to private placements, and all other documents as necessary to subscribe
for, redeem or transfer interests in private pooled investment funds, including,
without limitation, any subscription agreement; (ii) waivers, consents, amendments
or other modifications relating to investments; and (iii) purchase agreements, sales
agreements, commitment letters, pricing letters, registration rights agreements,
indemnities and contributions, escrow agreements and other investment related
agreements.
Clients who engage Simon Quick on a discretionary basis, at any time, are
permitted to impose restrictions, in writing, on Simon Quick’s discretionary
authority (i.e., limit the types/amounts of particular securities purchased for their
account, exclude the ability to purchase securities with an inverse relationship to
the market, limit or proscribe Simon Quick’s use of margin, etc.).
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Please Note: Clients are not under any obligation to utilize margin in investment
accounts. Nevertheless, clients of Simon Quick do elect to establish a margin
account and maintain a margin balance. A margin account is a brokerage account
that allows the account holder to borrow money, including money that could be
used to buy securities. By using borrowed funds, a client is employing leverage that
could magnify both account gains and losses. The account custodian charges the
client interest for the right to borrow money and uses the securities in the client’s
brokerage account as collateral.
Please Also Note: Simon Quick will include the entire market value of the
margined assets when calculating its quarterly advisory fee. Accordingly, Simon
Quick’s fee shall be based upon a higher margined account value, resulting in
Simon Quick earning a correspondingly higher advisory fee. As a result, the
potential of conflict of interest arises since Simon Quick may have an economic
incentive to recommend that the client utilize margin in his/her/its account. The
recommendation that the client utilize margin borrowing creates the potential for
conflicts of interest when: (1) Simon Quick recommends that a client take a margin
loan rather than utilizing assets in the client’s account, and therefore Simon Quick
shall continue to earn a fee on such account assets, and (2) a client invests any
portion of the margin loan proceeds in an account to be managed by Simon Quick,
Simon Quick will receive an advisory fee on the invested amount, thus providing
Simon Quick with an economic incentive to recommend and/or maintain margin.
Item 17
Voting Client Securities
A. Except for the affiliated funds, liquid portfolios accounts, certain legacy accounts,
and when the Firm acts as a sub-advisor, Simon Quick does not vote client proxies.
Thus, in all other accounts the client maintains exclusive responsibility for: (1)
directing the manner in which proxies solicited by issuers of securities owned by
the client shall be voted; and, (2) making all elections relative to any mergers,
acquisitions, tender offers, bankruptcy proceedings or other type of events
pertaining to the client’s investment assets.
With respect to the affiliated funds, liquid portfolios accounts, and legacy accounts,
Simon Quick shall vote proxies in a manner that serves the best interests of the
affiliated funds and accounts, as determined by Simon Quick in its discretion,
taking into account the following factors: (i) the impact on the value of the
investments; (ii) the anticipated associated costs and benefits; (iii) the effect on
liquidity; (iv) industry and business practices, and (v) the investment’s management
recommendations. Unless there are compelling circumstances to the contrary,
Simon Quick shall generally vote in line with recommendations provided by
company management. In limited circumstances, Simon Quick will refrain from
voting proxies where Simon Quick believes that voting would be inappropriate
taking into consideration the cost of voting the proxy and the anticipated benefit to
the affiliated funds and legacy accounts. Information pertaining to how Simon
Quick voted on any specific proxy issue is also available upon written request.
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Requests should be made by contacting Simon Quick’s Chief Compliance
Officer.
B. Except with respect to the affiliated funds and discretionary accounts, as discussed
above, clients will receive their proxies or other solicitations directly from their
custodian and or administrator. Clients are permitted to contact Simon Quick to
discuss any questions they have with a particular solicitation.
Item 18
Financial Information
A. Simon Quick does not solicit fees of more than $1,200, per client, six months or
more in advance.
B. Simon Quick is unaware of any financial condition that is reasonably likely to
impair its ability to meet its contractual commitments relating to its discretionary
authority over certain client accounts.
C. Simon Quick has not been the subject of a bankruptcy petition.
ANY QUESTIONS: Simon Quick’s Chief Compliance Officer, Steve Pisano,
remains available to address any questions that a client or prospective client
has regarding the above disclosures and arrangements.
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