Form ADV Part 2A: Disclosure Brochure. The Citrin Group, LLC 280 N Old Woodward, Suite 206 Birmingham, MI 48009

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1 Form ADV Part 2A: Disclosure Brochure The Citrin Group, LLC 280 N Old Woodward, Suite 206 Birmingham, MI (248) compliance@citringroup.com August 1, 2014 This Form ADV Part 2A ( Disclosure Brochure ) provides information about the qualifications and business practices of The Citrin Group, LLC ( CitrinGroup ). CitrinGroup is a Registered Investment Advisor located in the State of Michigan. If you have any questions about the contents of this Disclosure Brochure, please contact us at (248) or compliance@citringroup.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. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information through CitrinGroup to assist you in determining whether to retain the Advisor. Additional information about CitrinGroup also is available on the SEC s website at You can search this site by a unique identifying number, known as a CRD number. Our Firm CRD number is

2 Item 2: Material Changes CitrinGroup believes that communication and transparency are the foundation of its relationship with Clients and will continually strive to provide its Clients with complete and accurate information at all times. CitrinGroup encourages all current and prospective Clients to read this Disclosure Brochure and discuss any questions you may have with us. Material Changes Incorporating changes made since our last update of the firm s Disclosure Brochure dated March 27, 2014 and through June 30, 2014, the following is a summary of the material changes to CitrinGroup s Disclosure Brochure: 1. Material changes as found under Item 4: Advisory Business : Listed below are the firm s principal shareholder(s) (i.e., any individual and/or entity with 25% or more control of the company): Jonathan Citrin, Founder 2. Material changes as found under Item 19: Requirements for State-Registered Advisers : The following individuals are the principal executive officer(s) and management person(s) of CitrinGroup: Jonathan Citrin, Founder Information regarding the formal education and business background for each of these individual(s) is provided in their respective Brochure Supplements. Future Changes From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations and routine annual updates as required by the securities regulators. This Summary of Material Changes or a complete Disclosure Brochure shall be provided to each Client annually and if a material change occurs in the business practices of Citrin. A complete copy of our most recently updated Disclosure Brochure is available online via Clients may also request a copy by contacting CitrinGroup at (248) or compliance@citringroup.com

3 Item 3: Table of Contents Item 2: Material Changes 2 Item 3: Table of Contents 3 Item 4: Advisory Business 4 Item 5: Fees and Compensation 6 Item 6: Performance-Based Fees and Side-By-Side Management 8 Item 7: Types of Clients 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss 10 Item 9: Disciplinary Information 12 Item 10: Other Financial Industry Activities and Affiliations 13 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 14 Item 12: Brokerage Practices 16 Item 13: Review of Accounts 17 Item 14: Client Referrals and Other Compensation 18 Item 15: Custody 19 Item 16: Investment Discretion 20 Item 17: Voting Client Securities 21 Item 18: Financial Information 22 Item 19: Requirements for State-Registered Advisors

4 Item 4: Advisory Business The CitrinGroup, LLC ( CitrinGroup, We, or the Advisor ) is a registered investment advisor in the State of Michigan with a notice filing in the State of Texas. Registration does not imply a certain level of skill or training. CitrinGroup s principal place of business is located in Birmingham, Michigan. CitrinGroup was founded in 2003 and is organized as a Limited Liability Company ( LLC ), which is owned by Jonathan Citrin (Founder and Chief Compliance Officer). SERVICES OFFERED Our firm provides portfolio management services to clients using asset allocation models. Each portfolio model is designed to meet a particular investment goal. Specifically, we construct the following portfolio models, which are a result of our intensive unemotional investing process: Unbiased Global Growth: An unlevered portfolio of equity and equity-like instruments modeled in the light of modern portfolio theory and infused with the perspective, diversification expertise, and technical dexterity of a global unbiased allocation manager in an attempt to achieve global equity equivalent returns with lower volatility. Unbiased Global Debt: An unlevered portfolio of debt and other promissory instruments based on consistency of implementation in an attempt to provide yield while maximizing stability relative to equity and equity-like markets. In order to accommodate clients investment objectives and risk tolerances, we offer additional portfolio models comprised of our growth and debt portfolios blended together, broadly classified according to risk and return characteristics as follows: Moderate Conservative: A diversified portfolio of both debt and growth assets with a primary goal of income while preserving capital. Moderate: An unbiased, balanced portfolio between growth and relative safety of principal in an effort to maximize risk-adjusted returns. Moderate Aggressive: An optimal, uncorrelated portfolio willing to take higher risks in an attempt to achieve higher returns. Through personal discussions with the client in which the client s goals and objectives are established, we determine the proper model portfolio suitable to the client s circumstances. All portfolios are managed in accordance with the model s goal. Clients retain individual ownership of all securities. We manage advisory accounts invested toward an asset allocation model on a discretionary basis. Account supervision is continuously guided by the client s stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or an insurance company and will generally include advice regarding the following securities: Exchange-listed securities Securities traded over-the-counter Corporate debt securities (other than commercial paper) Commercial paper Certificates of deposit Municipal securities Mutual fund shares

5 United States government securities Because some types of investments involve certain additional degrees of risk, we recommend them only when consistent with the client s stated investment objectives, tolerance for risk, liquidity, and suitability. To ensure that our initial determination of an appropriate allocation remains suitable and that the portfolio continues to be managed in a manner consistent with the client s financial circumstances, we will: 1. at least annually, contact each participating client to determine whether there have been any changes in the client s financial situation or investment objectives; 2. be reasonably available to consult with the client; and 3. maintain client suitability information in each client s file. In addition to accounts invested toward our asset allocation models, we permit the following types of accounts: Minimum Asset Accounts: Comprised of securities representative of our asset allocation models, but with different and fewer holdings, which are selected in part to minimize or eliminate brokerage commissions; with lower asset levels than accounts invested in our broader asset allocation models, these accounts are not as able to withstand the effects of commissions on performance. Non-Model Accounts: Comprised of cash and cash-like instruments with a goal of immediate liquidity. Legacy Accounts: Comprised of securities purchased prior to our management, but not ready to sell; or, securities purchased during our management, but not as a part of a model allocation. Though technically discretionary, we seek to obtain client consent prior to trading in these accounts. Wrap Fee Programs CitrinGroup does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by CitrinGroup. Please see Item 5 Fees and Compensation. AMOUNT OF MANAGED ASSETS As of June 30, 2014, we were actively managing $50,412,218 of clients assets on a discretionary basis and $0 of clients assets on a non-discretionary basis

6 Item 5: Fees and Compensation We charge an annualized fee for model portfolio management as a percentage of net assets under management, according to the following schedule: Assets Rate $0.00 to $3, $50.00 annually $3, to $300, % annually $300, to $3,000, % annually $3,000, to $10,000, % annually $10,000, and above 0.50% annually We bill fees quarterly, in advance, at the beginning of each calendar quarter based upon the value (market value or fair market value in the absence of market value) provided by the designated custodian for the client s account as of the last day of the previous calendar quarter. We compound fees. For example, a client with $1,000, will pay $50.00 annually on the first $3,000.00, 1.50% annually on the next $297, and 1.00% annually on the next $700, We calculate the fee amount on the client s total assets under management and then divide the fee amount amongst each of the client s accounts on a pro-rata basis. We debit fees from the accounts in accordance with the client s authorization per the Investment Management Agreement. For each billing period, we prorate for flows. That is, we adjust fees for inflows and outflows of cash or other assets during the previous quarter, excluding any flows that adjust bill invoices by less than $1.00 and flows that are subject to proration under the first rate tier of $50.00 annually. We calculate the proration adjustment using the following calculation: Number of Days Remaining in Quarter Adjustment = Flow Amount Billing Rate (as a decimal) Total Number of Days in Quarter A sum of multiple proration calculations per flow may be necessary if the result of the flow amount straddles two or more rate tiers. For example, if a client deposits $100, into a $275, account on April 15, we will prorate the first $25, of the deposit at a 1.50% annual rate (0.375% quarterly) and prorate the remaining $75, of the deposit at a 1.00% annual rate (0.25% quarterly). We will calculate the total number of days in the proration period as 92 days (31 in March + 30 in April + 31 in May) and the total number of days remaining in the proration period as 47 days (16 in April + 31 in May). Therefore, we calculate the total adjustment amount as: $25, $75, = $ We require a minimum of $500, of assets under management for our services. This account minimum may be negotiable under certain circumstances; however, the fee schedule above is non-negotiable. We may group certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee

7 GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, upon seven (7) days advance written notice. Following termination of the advisory relationship, we will promptly refund any prepaid, unearned fees according to the proration calculation as disclosed above. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a broker-dealer with which an independent investment manager effects transactions for the client s account(s). Please refer to Item 12: Brokerage Practices of this Disclosure Brochure for additional information. Mutual Fund Fees: All fees paid to CitrinGroup for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or exchange-traded funds (ETFs) to their shareholders. These fees and expenses are described in each fund s prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Grandfathering of Requirements for Asset Levels and Advisory Fees: Pre-existing clients are subject to CitrinGroup s minimum asset level requirements and available advisory fee discounts as in effect at the time these clients entered into their advisory relationships. Therefore, our firm s minimum asset level requirements and fee discounts will differ among clients. ERISA Accounts: CitrinGroup is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ( ERISA ), and regulations under the Internal Revenue Code of 1986 (the Code ), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, CitrinGroup may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset CitrinGroup s advisory fees. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisors for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit advance payment of fees in excess of $500 for services to be rendered six months or more in the future

8 Item 6: Performance-Based Fees and Side-By-Side Management CitrinGroup does not charge performance-based fees for its investment advisory services. The fees charged by CitrinGroup are as described in Item 5 Fees and Compensation above and are not based upon the capital appreciation of the funds or securities held by any client. CitrinGroup does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its clients

9 Item 7: Types of Clients CitrinGroup provides advisory services to the following types of clients: Individuals (other than high net worth individuals) High net worth individuals Trusts, estates or charitable organizations Pension and profit sharing plans Corporations or business entities other than those listed above As disclosed in this Brochure under Item 5: Fees and Compensation, we enforce certain initial minimum account requirements, based on the nature of services provided. For a more detailed understanding of these requirements, please review the applicable disclosures

10 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS & INVESTMENT STRATEGIES As listed below, we employ several key methods of analysis and investment strategies to formulate our investment advice and/or manage client assets. We strive to ensure that our methods and strategies are appropriate to the needs of the client and consistent with the client s investment objectives, risk tolerance, and time horizons, among other considerations. Global Asset Allocation: CitrinGroup employs a global asset allocation approach to portfolio management, choosing not to invoke a bias to any particular geographical region, economic sector, country, company or other division of markets. Though this approach is at risk of not realizing additional gains if instead over-weighted to a certain division, such outperformance is not predictable; the same division-biased allocation could just as likely result in additional investment loss. We believe a diversified approach achieves more efficient performance, or greater return per unit of risk, than a market biased approach. Modern Portfolio Theory: CitrinGroup utilizes the principles of Modern Portfolio Theory (MPT), a Nobel Prizewinning approach, as a formal process for investment selection. Through the comparison of historical return, historical volatility, and historical correlation, MPT finds the most efficient portfolio for a given level of risk. To illustrate this concept, in the figure below, the efficient frontier (curved line) allows an investor to choose the most efficient portfolio (squares) based on desired return or risk. The application of MPT to real-world investments is not pure science. The sensitive process of gathering suitable inputs and constructing constraints to create marketable portfolios requires the infusion of opinion, experience, and importantly, a deep understanding of financial theory and markets. An inherent risk in the application of MPT is the understanding that historical characteristics of an investment or index are not necessarily indicative of future outcomes. CitrinGroup employs various measures to mitigate this risk, including, but not limited to: continuously challenging all assumptions, applying practical constraints to the portfolio models and considering alternative courses of history. Figure 1: Portfolios below the curve are not efficient; for equal risk one can achieve greater return on investment Long-Term Buy and Hold: CitrinGroup purchases securities with the idea of holding them in the client s account for one year or longer. We employ this strategy to gain exposure to a particular asset class over time. Although we utilize a long-term purchase approach, we review accounts and rebalance to model allocations at least once per year. Such actions may results in purchasing or selling securities. A long-term purchase strategy involves risk

11 of missing short-term gains that could be profitable to the client as well as possible sharp declines in value prior to making a sell decision. Passive Investing: CitrinGroup does not seek to make tactical changes to model portfolio holdings throughout any given year. Rather, we devote considerable time each year to intense research and development from which we improve our portfolio construction process, in turn applying allocation changes on a consistent annual basis. Although we reserve the right to make allocation changes mid-year, clients should expect the securities in their allocation to remain constant during any given year. One may deem a passive strategy as being at risk of missing out on opportunities available to a more active approach; however, such opportunities depend on consistently executing precisely correct timing decisions for both buys and sells. ADDITIONAL RISKS Securities investments are not guaranteed and clients should be prepared to bear possible loss of value on their investments. We ask clients to help us understand their tolerance for risk. Past performance is not a guarantee of future results. Market Risk: Investments are subject to risk of loss due to factors affecting specific market segments or the market as a whole. Such factors include, but are not limited to, changes in: investor sentiment, regulatory policy, political climate, and interest rates. Market risk is outside of CitrinGroup s control; however, our strategies are in part an attempt to mitigate effects of market risk. Exchange-Traded Note Risk: When deemed to be the most advantageous investment vehicle to gain exposure to certain asset classes or sectors, CitrinGroup will recommend purchasing exchange-traded notes (ETNs). ETNs are unsecured debt obligations that seek to replicate a return linked to a market index or other benchmark. ETNs trade on an exchange and can be bought and sold at market prices, similar to other exchange-traded investments. However, as unsecured debt obligations of the issuer, investors are at risk of losing some or all of their investment should the issuer default on the note. Additionally, unlike traditional corporate debt, an ETN subjects investors to market risk. CitrinGroup monitors all securities it recommends, continually reviewing their underlying structures and additional sources of risk. Risks for All Methods of Analysis and Investment Strategies: Our methods and strategies rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information

12 Item 9: Disciplinary Information There are no legal, regulatory or disciplinary events involving CitrinGroup or any of its associated persons. CitrinGroup and its associated persons value the trust you place in us. As we advise all Clients, we encourage you to perform the requisite due diligence on any advisor or service provider with whom you partner. Our backgrounds are on the Investment Adviser Public Disclosure website at To review the firm information contained in Form ADV Part 1, select the option for Investment Adviser Search, then selecting Firm and enter in the field labeled Firm Name or CRD# or SEC#. This will provide access to Form ADV Parts 1 and 2. Item 11 of the Form ADV Part 1 lists legal and disciplinary disclosure questions

13 Item 10: Other Financial Industry Activities and Affiliations Clients should be aware that the receipt of additional compensation by CitrinGroup and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. CitrinGroup endeavors at all times to put the interests of its clients first as part of our fiduciary duty as a registered investment advisor; we take the following steps to address this conflict: we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm s advisory fees; we collect, maintain and document accurate, complete and relevant client background information, including the client s financial goals, objectives and risk tolerance; our firm s management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client s needs and circumstances; we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients; we are not registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer; we are not 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; we provide informational and educational seminars / workshops for which we may or may not be compensated; we do not engage in any relationships or arrangements that are material to our advisory business or our clients with any related persons; and we recommend other investment advisors or other business professionals for our clients or potential clients; however, we do not receive any direct or indirect compensation in return

14 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics, which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal and state securities laws. CitrinGroup and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code of Ethics. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm s access persons. Our code also provides for oversight, enforcement and recordkeeping provisions. CitrinGroup s Code of Ethics further includes the firm s policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. Clients may request a copy by contacting CitrinGroup at (248) or compliance@citringroup.com. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. Employees whom are also clients will be treated the same as all other clients and as such we will aggregate trades in employee accounts with like transactions of other clients where possible and when compliant with our duty to seek best execution for our clients. In these instances, but depending on the nature of the transactions, participating clients may receive an average share price, and transaction costs may be shared equally and on a pro-rata basis. In the instances where there is a partial fill of a particular batched order, we will allocate all purchases, including those of employees, pro-rata, with each account paying the average price. As these situations represent actual or potential conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm s Code of Ethics to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1. No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 2. No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where his or her decision is a result of information received as a result of his or her employment, unless the information is also available to the investing public. 3. It is the expressed policy of our firm that no person(s) employed by us may purchase or sell any security prior to like transactions being executed for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts

15 4. CitrinGroup requires related persons of the firm to obtain prior approval in order to participate in an initial public offering (IPO) or private placement investment. 5. We maintain a list of all reportable securities holdings for our firm and anyone associated with this advisory practice that has access to advisory recommendations ( access person ). These holdings are reviewed on a regular basis by CitrinGroup s Chief Compliance Officer or his or her designee. 6. We have established procedures for the maintenance of all required books and records. 7. All of our principals and employees must act in accordance with all applicable federal and state regulations governing registered investment advisory practices. 8. We require delivery and acknowledgement of the Code of Ethics by each supervised person of our firm. 9. We have established policies requiring the reporting of Code of Ethics violations to our Chief Compliance Officer. 10. Any individual who violates any of the above restrictions may be subject to termination

16 Item 12: Brokerage Practices Recommendation of Custodian(s): CitrinGroup does not have discretionary authority to select the brokerdealer/custodian for custodial and execution services. The Client will select the broker-dealer or custodian (herein the "custodian") to safeguard Client assets and authorize CitrinGroup to direct trades to this custodian as agreed in the Investment Advisory Agreement. Further, CitrinGroup does not have the discretionary authority to negotiate commissions on behalf of our Clients on a trade-by-trade basis. Where CitrinGroup does not exercise discretion over the selection of the custodian, it may recommend the custodian(s) to Clients for execution and/or custodial services. Clients are not obligated to use the recommended custodian and will not incur any extra fee or cost associated with using a broker not recommended by CitrinGroup. CitrinGroup may recommend a custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and location of the custodian s offices. CitrinGroup does not receive research services, other products, or compensation as a result of recommending a particular broker that may result in the Client paying higher commissions than those obtainable through other brokers. CitrinGroup generally recommends the custody services of Charles Schwab, Inc. ( Schwab ) where CitrinGroup has an institutional advisor relationship. CitrinGroup receives certain benefits at Schwab that are not offered directly to retail Client (Please see Item 14). Following are additional details regarding the brokerage practices of the Advisor: Soft Dollars: Soft dollars are revenue programs offered by broker-dealers whereby an advisor enters into an agreement to place security trades with the broker in exchange for research and other services. CitrinGroup does not participate in soft dollar programs sponsored or offered by any broker-dealer. Brokerage Referrals: CitrinGroup does not receive any compensation from any third party in connection with the recommendation for establishing a brokerage account. Directed Brokerage: All Clients are serviced on a directed brokerage basis, where CitrinGroup will place trades within the established account(s) at the custodian designated by the Client. Further, all Client accounts are traded within their respective brokerage account(s). The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client s account[s]). In selecting the custodian, CitrinGroup will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the designated custodian. Aggregating and Allocating Trades: The Primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as price, size of order, difficulty of execution, confidentiality and skill required of the broker. CitrinGroup will execute its transactions through an unaffiliated broker-dealer selected by the Client. CitrinGroup may aggregate orders in a block trade or trades when securities are purchased or sold through the same broker-dealer for multiple (discretionary) accounts. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage particular Client accounts

17 Item 13: Review of Accounts Reviews: We review the securities comprising our portfolio models on a continual basis while reviewing client accounts at least monthly. When reviewing client accounts, we do so in the context of the investment objectives and guidelines of each portfolio model as well as characteristics unique to the client s individual circumstances. More frequent reviews may be initiated as necessary. CitrinGroup personnel that may conduct model and account reviews include individuals with the following titles: Market Analyst, Senior Market Analyst, Director of Investments, CEO, and/or Executive Chairman. Clients of CitrinGroup are clients of the firm rather than of a particular advisor. Not all individuals at the firm are available to speak to a client at any given time. Importantly, in accordance with adhering to one unified investment philosophy, each member of our team delivers the same underlying message to all clients of the firm

18 Item 14: Client Referrals and Other Compensation It is CitrinGroup s policy not to: engage solicitors or to pay related or non-related persons for referring potential clients to our firm; allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Participation in Institutional Advisor Platform: CitrinGroup is independently owned and operated, and is not affiliated with Schwab or any other custodian. CitrinGroup does not accept any compensation nor would work with a custodian to receive ancillary benefits beyond what is effective and in the best interest of its clients. However, it is important to fully disclose any services received that may give rise to any question of conflict. As such: Schwab provides CitrinGroup with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor s clients assets are maintained in accounts at Schwab. These services are otherwise not contingent upon our firm committing to Schwab any specific amount of business (assets in custody or trading commissions). Schwab s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly high minimum initial investment. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services may include: compliance, legal and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants and insurance providers. All support products and services are the same as that made available to other independent investment advisors whose clients maintain accounts at Schwab. The availability to us of Schwab s products and services is not based on us giving particular investment advice, such as buying particular securities for our clients

19 Item 15: Custody Our firm does not have actual or constructive custody of client accounts, except for the authorized deduction of advisory fees. All assets are held at the qualified custodian who provides monthly account statements showing all transactions within the account during the reporting period directly to clients at their address of record. As disclosed in this Brochure under Item 5: Fees and Compensation, our firm directly debits advisory fees from client accounts. As part of our billing process, the client s custodian is advised of the amount of the fee to be deducted from the client s account. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement

20 Item 16: Investment Discretion CitrinGroup generally has discretion over the selection and amount of securities to be bought or sold in client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the client and agreed to by CitrinGroup. Discretionary authority will only be authorized upon full disclosure to the client. The granting of such authority will be evidenced by the client's execution of an Investment Management Agreement containing all applicable limitations to such authority. All discretionary trades made by CitrinGroup will be in accordance with each client's investment objectives and goals. Clients may also change or amend such limitations by once again providing us with oral or written instructions

21 Item 17: Voting Client Securities CitrinGroup may vote proxies for some client accounts. Clients may, at their election, choose to receive and vote proxies related to their own accounts, in which case we may consult with clients as requested. For the proxies we do vote, we will vote in the best interests of our clients and in accordance with our established policies and procedures. We will retain all proxy voting books and records for the requisite period of time, including a copy of each proxy statement received, a record of each vote cast, a copy of any document created by us that was material to making a decision on how to vote, and a copy of each written client request for information on how the advisor voted proxies. If our firm has a conflict of interest in voting a particular action, we will notify the client of the conflict and retain an independent third-party to cast a vote. Clients may obtain a copy of our complete proxy voting policies and procedures by contacting us. Clients may also request information on how proxies for his or her shares were voted. We will promptly provide any such requested information to the client. We will neither advise nor act on behalf of the client in legal proceedings involving companies whose securities are held in the client s account(s), including, but not limited to, the filing of Proofs of Claim in class action settlements. If desired, clients may direct us to transmit copies of class action notices to the client or a third-party. Upon such direction, we will make commercially reasonable efforts to forward such notices in a timely manner. Clients can instruct us to vote proxies according to particular criteria (for example, to always vote with management, or to vote for or against a proposal to allow a so-called poison pill defense against a possible takeover). These requests must be made in writing. Clients can also instruct us on how to cast a vote in a particular proxy contest by contacting us. CitrinGroup does not vote proxies for Legacy Accounts as they are defined in this Brochure under Item 4: Advisory Business. For accounts where we do not vote proxies, clients maintain exclusive responsibility for: (i) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (ii) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other types of events pertaining to the client s assets. Clients are responsible for instructing the custodian to forward copies of all proxies and shareholder communications relating to the client s assets

22 Item 18: Financial Information Under no circumstances do we require or solicit payment of fees in excess of $500 per client more than six months in advance of services rendered. Therefore, we are not required to disclose a financial statement. As an advisory firm that maintains discretionary authority for client accounts, we are required to disclose any financial condition that is reasonably likely to impair our ability to meet our contractual obligations. CitrinGroup has no additional financial circumstances to report. CitrinGroup has not been the subject of a bankruptcy petition at any time

23 Item 19: Requirements for State-Registered Advisors The following individual(s) are the principal executive officer(s) and management person(s) of CitrinGroup: Jonathan Citrin, Founder Information regarding the formal education, business background and other business activities for each of these individual(s) is provided in their respective Brochure Supplements. As disclosed in this Brochure under Item 6: Performance-Based Fees and Side-By-Side Management, CitrinGroup and its supervised persons are not compensated for advisory services with performance-based fees. More information about our fee structure is disclosed in this Brochure under Item 5: Fees and Compensation. We are required to disclose all material facts regarding certain legal or disciplinary events pertaining to arbitration awards or other civil, regulatory or administrative proceedings in which our firm or management personnel were found liable or against whom an award was granted. Our firm and our management personnel have no reportable disciplinary events to disclose. As disclosed in this Brochure under Item 10: Other Financial Industry Activities and Affiliations, neither CitrinGroup nor its management personnel have a relationship or arrangement with any issuer of securities. Neither CitrinGroup nor its associated persons have any relationships or arrangements with issuers of securities