FIRM BROCHURE DATED: FEBRUARY 11, 2015 POSITIVE RETIREMENT OUTCOMES, LLC 116 MAIN STREET, SUITE 200 MEDWAY, MA 02053

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1 Item 1 Cover page FIRM BROCHURE DATED: FEBRUARY 11, 2015 POSITIVE RETIREMENT OUTCOMES, LLC 116 MAIN STREET, SUITE 200 MEDWAY, MA Contact: Brian D. Dillon, President and Chief Compliance Officer Telephone: Brian@PositiveRetirementOutcomes.com This brochure provides information about qualifications and business practices of Positive Retirement Outcomes, LLC. If you have any questions about the contents of this brochure please contact us at or info@positiveretirementoutcomes.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Positive Retirement Outcomes, LLC also is available on the SEC s website at The use of the terms registered investment adviser, or registered herein does imply a certain level of skill or training.

2 ITEM 2 MATERIAL CHANGES There have been no material changes to the Positive Retirement Outcomes, LLC disclosure statement since it was last filed in ITEM 3 TABLE OF CONTENTS Table of Contents Item 2 Material Changes... 2 Item 3 TABLE of Contents... 2 Item 4 Advisory Business... 2 Item 5 Fees... 3 Item 6 Performance based Fees and Side-by-Side Management... 4 Item 7 Types of clients... 4 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss4 Item 9 Disciplinary Information... 5 Item 10 Other Financial Industry Activities and Affiliations... 5 Item 11 Code of Ethics... 6 Item 12 Brokerage Practices... 6 Item 13 Review of Accounts... 6 Item 14 Client Referrals and Other Compensation... 6 Item 15 Custody... 6 Item 16 Investment Discretion... 6 Item 17 Voting Client Securities... 7 Item 18 Financial Information... 7 Item 19 Requirements for State Registered Advisers... 7 ITEM 4 ADVISORY BUSINESS A) Positive Retirement Outcomes, LLC (PRO, LLC) is a limited liability company formed on January 5, 2009 in the Commonwealth of Massachusetts. PRO, LLC became registered as an Investment Adviser on February 22, The firm is 100% owned by President and Founder Brian D. Dillon. B) PRO, LLC is a retirement plan management and consulting firm engaged exclusively in providing investment advisory and/or consulting services to sponsors of qualified and nonqualified corporate retirement plans and to the participants of such plans. The firm does NOT provide any other form of investment advisory services to any other type of client including individuals, financial institutions, investment companies, estates, foundations or endowments. Our investment advisory services may take several forms depending upon a client s needs and desires. The firm only provides investment advisory services with regard to mutual funds (including ETFs), collective investment trusts, stable value funds, group annuity separate accounts and other similar pooled investment products managed by others. Depending upon its contractual agreement with the client the firm may act as an investment adviser providing assistance, advice and guidance regarding plan investments as 2

3 contemplated by ERISA Section 3(21) in which case investment decisions are made by the client; or the firm may act as an investment manager as contemplated under ERISA Section 3(38) in which case the client delegates to PRO, LLC and PRO, LLC accepts appointment as an investment manager and makes investment decisions for which it is solely responsible. Services include Investment Policy Statement development, investment menu development for participant directed plans, selection and monitoring of plan investments, asset allocation evaluation, studies and recommendations, investment manager and fund searches, and investment education, advice and guidance to plan participants. In addition, PRO, LLC regularly provides advice to clients on matters not involving securities in its capacity as a retirement plan consultant. C) PRO, LLC provides customized investment advisory services for each client based upon the specific needs of each client, the characteristics of their retirement plan, a participant s risk tolerance and time horizon and other factors. Clients may impose restrictions, in writing, on PRO, LLC as to its ability to invest in certain securities or types of securities at any time. D) PRO, LLC does not participate in any wrap fee programs. E) As of February 11, 2015, Positive Retirement Outcomes, LLC manages approximately $66,000,000 in client assets on a discretionary basis and advises on $18,000,000 of client assets on a non-discretionary basis. ITEM 5 FEES A) PRO, LLC provides investment advisory services and pension consulting services on a fixed fee basis. The firm does not accept asset based fees. Minimum annual fee is $10,000. Fees may also be charged on an hourly or project basis. Hourly fees are determined by the professional staff required to complete the work and will range from $80 to $375 per hour. Fees, including minimum fees, are negotiable. B) Fees are charged quarterly and may be invoiced to the plan sponsor client or deducted from plan assets. The client may select either method or a combination. When fees are deducted from participant directed retirement plan accounts fees are generally allocated on a per capita basis but may be allocated on a pro rata basis at the discretion of the plan sponsor client. C) All fees paid to PRO, LLC for pension consulting and advisory services are separate and distinct from the expenses charged by mutual funds or collective trusts to their shareholders or investors and the product sponsor in the case of variable insurance contracts. These fees are described in each fund s or variable product s prospectus. These fees will generally include a management fee, other fund expenses and a possible distribution fee. If the sponsor also imposes sales charges, a client may pay an initial or deferred sales or surrender charge. In the case of stable value funds or similar investments the sponsor may charge a market value adjustment or other surrender charge. A client could invest in these products directly without the services of PRO, LLC. In that case the client would not receive the services provided by PRO, LLC which are designed, among other things, to assist the client in determining which products or services are most appropriate to each client s financial condition and objectives. Accordingly, the client should review both the fees charged by the product sponsor and the fees charged by PRO, LLC to fully understand the total fees to be 3

4 paid. D) PRO, LLC charges quarterly fees in advance. Clients may request to terminate their advisory contract with PRO, LLC, in whole or in part, by providing advance written notice. Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to the client. E) Neither PRO, LLC nor any of its supervised agents accepts commissions for the sale of securities or other investment products, including asset based sales charges or service fees from the sale of mutual funds. ITEM 6 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT Neither PRO, LLC nor any of its supervised persons accepts performance based fees. ITEM 7 TYPES OF CLIENTS PRO, LLC works exclusively with qualified and non-qualified corporate retirement plans and the employers who sponsor them. PRO, LLC provides investment advisory services to the participants of the sponsored plans solely at the direction of the plan sponsor client and solely with regard to assets in workplace retirement plans. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A) Positive Retirement Outcomes, LLC uses a variety of non-proprietary software systems to evaluate, screen and select investments for it s clients retirement plans. These tools include but are not limited to data, analytical software, and services from Morningstar, Inc., fi360, Plan Tools SM and New Frontier Advisers. PRO, LLC subscribes to the 23 Prudent Practices for Investment Advisors developed by the Foundation for Fiduciary Studies. When developing asset allocation strategies PRO, LLC utilizes capital market forecasts and Resampled Efficient Frontier modeling provided by fi360 and developed and maintained by New Frontier Advisors. Investment fund selection is the result of screening the universe of mutual funds and stable value funds for both quantitative and qualitative characteristics dictated by the Investment Policy Statement of the client s retirement plan. Qualitative and quantitative characteristics including portfolio analytics are benchmarked against widely accepted peer groups and appropriate indices. All investing involves risks and clients should be prepared to bear these risks. The risks of any particular investment will vary by type of investment, asset class and investment style. Disclosures of specific types of risks are provided in the prospectus of funds recommended by PRO, LLC. Investors should read and consider these risks before investing. B) The methods of analysis and investment strategies used or recommended by PRO, LLC are those of a prudent expert familiar with such matters and do not involve any unusual or extraordinary risks. Investments and investment strategies selected or recommended by PRO, LLC will be broadly diversified for the purposes of reducing risk, however there can be no guarantee of a particular profit level or any assurance against loss. 4

5 PRO, LLC s investment strategy is based upon long term investment horizons typical of those saving for retirement over many years. The firm applies modern portfolio theory as first written about by Professor Harry Markowitz and modified by other experts and academics including the variations developed by New Frontier Advisors and modern technology allowing multiple or Monte Carlo simulations to develop projections and probabilities of future outcomes. C) PRO, LLC uses primarily publicly traded mutual funds and ETFs or other collective or pooled investments regulated by federal or state authorities and managed by third parties NOT affiliated in any way with PRO, LLC. The risks of investing in these funds are detailed in their respective prospectuses. ITEM 9 DISCIPLINARY INFORMATION Positive Retirement Outcomes, LLC has not been the subject of any legal or disciplinary actions. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS PRO, LLC and its management persons do not have any other financial industry activities or affiliations. The firm was formed with the goal, among others, of eliminating any and all conflicts of interest which might interfere with or jeopardize the firm s ability to act solely in the interest of plan participants and their beneficiaries as required by ERISA The firm is structured to avoid any conflicts of interest that could give rise to a prohibited transaction under ERISA and to assure that no relationships would compromise our duty to always put the interests of our clients first. A) The firm and its management persons are not registered and have no application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B) The firm and its management persons are not registered and have no application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the forgoing entities. C) The firm and its management persons do not have any relationship or arrangement that is material to the firm s business or to the firm s clients with any: 1) broker-dealer, municipal securities dealer, or government securities dealer or broker 2) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or hedge fund, and offshore fund) 3) other investment adviser or financial planner 4) futures commission merchant, commodity pool operator, or commodity trading adviser 5) banking or thrift institution 6) accountant or accounting firm 7) lawyer or law firm 8) insurance company or agency 9) pension consultant 10) real estate broker or dealer 11) sponsor or syndicator of limited partnerships 5

6 ITEM 11 CODE OF ETHICS Positive Retirement Outcomes, LLC has adopted a Code of Ethics in compliance with SEC rule 204A-1 and regulations of the Commonwealth of Massachusetts. All employees and investment adviser representatives affiliated with the firm must read and adhere to this Code of Ethics. A copy of this Code is available to any client or prospective client upon request. ITEM 12 BROKERAGE PRACTICES PRO, LLC does not recommend broker-dealers to clients. ITEM 13 REVIEW OF ACCOUNTS A) PRO, LLC regularly reviews the investments held by clients in their retirement plans. Reviews are conducted according the schedule agreed upon in each client s consulting agreement typically each calendar quarter but not less than annually. Reviews consist of an evaluation of investment performance and key metrics, and include benchmarking against an appropriate peer group and index. Reviews also include a written report screening each investment for adherence to all criteria contained in the plan s Investment Policy Statement (IPS). Reports will indicate whether an investment is currently in compliance with the IPS requirements and if not in compliance research is conducted to determine the reasons for non-compliance. The cause is reviewed and discussed with the client before a determination is made to add the investment to a watch list or to begin the process of replacing the investment with another that meets the standards contained in the written Investment Policy Statement. Reviews are conducted by qualified firm personnel who are investment adviser representatives. B) Ad hoc or unscheduled reviews of client accounts may occur as the result of extraordinary circumstances whether from market action, significant disruption of the financial markets or from significant changes to the investment, its management or control. C) PRO, LLC provides quarterly written reports to clients called Monitoring Reports which contain investment performance information and benchmarking, fees, and a screening and evaluation of the standards contained in the client s IPS. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION No material compensation is accepted by PRO, LLC from any other entity except the clients to which it renders services. No compensation is paid by PRO, LLC to others for client referrals. ITEM 15 CUSTODY PRO, LLC does not hold custody of any client assets. ITEM 16 INVESTMENT DISCRETION PRO, LLC may accept appointment by a client to provide discretionary investment management in a fiduciary capacity pursuant to a written investment management agreement and in compliance with 6

7 all ERISA requirements, where applicable. Discretionary investment management services are customarily limited by the requirements of the client s written and properly adopted Investment Policy Statement. ITEM 17 VOTING CLIENT SECURITIES PRO, LLC does not vote client securities or accept authority to do so. Clients will receive voting proxies or other solicitations directly from the custodian or transfer agent. ITEM 18 FINANCIAL INFORMATION A) PRO, LLC does not require or solicit more than $1,200 in fees per client six months or more in advance. B) PRO, LLC is unaware of any financial condition that is reasonably likely to impair its ability to meet the contractual commitments relating to its discretionary authority over certain client accounts. C) Since its inception in January 2009, PRO, LLC has never been the subject of a bankruptcy proceeding. ITEM 19 REQUIREMENTS FOR STATE REGISTERED ADVISERS Privacy Policy PRO, LLC never discloses the nonpublic personal information collected about clients to anyone except in furtherance of our business relationship, and then only to those persons necessary to effect the transactions and provide the services that clients authorize or as otherwise provided by law. Massachusetts s law (950 CMR (9)(C) 13 MGL 110A) prohibits PRO, LLC from disclosing the non public personal information clients to other third parties unless given your prior written consent. If a client terminates services with PRO, LLC or becomes an inactive client, PRO, LLC shall continue to adhere to this privacy policy. Business Continuity Plan A copy of the PRO, LLC Business Continuity Plan Disclosure Document will be provided to clients at the time of account opening as well as when material changes to the plan occur. A copy of the document may be obtained at any time upon request. NOTICE TO MASSACHUSETTS CLIENTS**** A disciplinary history of the Registrant or its representatives, if any, can be obtained by calling the Massachusetts Securities Division at (617)