Unison Advisors LLC. The date of this brochure is March 29, 2012.

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1 Unison Advisors LLC 2032 Belmont Road NW, #619 Washington, DC T F The date of this brochure is March 29, This brochure provides information about the qualifications and business practices of Unison Advisors LLC. If you have any questions about the contents of this brochure, please contact us at and/or 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 Unison Advisors LLC is also available on the SEC s website at

2 Item 2 Material Changes This Item 2 summarizes material changes made to this brochure since the previous update on March 29, Unison provides third-party investment advisors (who have no affiliation with Unison) with asset allocation strategies by which to manage their client accounts. These strategies enable independent financial advisors to outsource the management of their clients assets. For more information, see Item 4 and Item 5 below. Brochure 2

3 Item 3 Table of Contents Item Page Brochure 1. Cover Page Material Changes Table of Contents Advisory Business Fees and Compensation Performance-Based Fees and Side-by-Side Management Types of Clients Methods of Analysis, Investment Strategies and Risk of Loss Disciplinary Information Other Financial Industry Activities and Affiliations Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Brokerage Practices Review of Accounts Client Referrals and Other Compensation Custody Investment Discretion Voting Client Securities Financial Information Requirements for State-Registered Advisers Brochure Supplement 1. Cover Page... S-1 2. Educational Background and Business Experience... S-2 3. Disciplinary Information... S-2 4. Other Business Activities... S-2 5. Additional Compensation... S-2 6. Supervision... S-2 7. Requirements for State-Registered Advisers... S-2 Brochure 3

4 Item 4 Advisory Business Founded in 2005, Unison is an investment management and advisory firm that specializes in valuation based asset allocation. Unison develops asset allocation strategies through research of asset class valuation, behavior and effect on portfolio performance. Nir Kaissar is Unison s founder and principal owner. Private Account Management Unison manages client portfolios in accordance with its valuation based asset allocation strategies. Asset allocation is the process of apportioning investment funds among asset classes such as cash, currency, fixed income, equities and real assets. Unison values the asset classes included in its strategies on an ongoing basis and asset allocations favor asset classes that Unison deems to be attractively priced relative to their fair value. In assessing fair value, Unison considers macro economic and market variables such as inflation, interest rates, productivity growth, and earnings and dividend yields. The specific strategy employed in a client account depends on the client s objectives. Unison executes the strategies through the use of passively managed mutual funds and exchange traded funds, selected based on various criteria such as the fund manager s investment approach, methodology and/or performance. These funds may hold foreign or domestic equity securities or foreign or domestic debt securities, including government, municipal or corporate debt securities. Unison does not provide securities custodial or other administrative services. At no time will Unison accept or maintain custody of a client s funds or securities. Unison offers a variety of strategies that are intended to meet the individual needs of its clients. Unison may further tailor its strategies to the specific needs of a client. Clients may impose restrictions on investing in certain securities or types of securities. Unison does not provide portfolio management services to wrap fee programs. Unison Asset Allocation Strategies Unison provides third-party investment advisors (who have no affiliation with Unison) with asset allocation strategies by which to manage their client accounts. These strategies enable independent financial advisors to outsource the management of their clients assets. The asset allocation strategies provided to third-party investment advisors are the same as those used to manage Unison s private accounts. The strategies identify broad asset classes and their respective asset allocations but do not specify individual securities. Nevertheless, these third-party investment advisors may use some of the same mutual funds and exchange traded funds that Unison uses to manage its private accounts. Brochure 4

5 Total Assets Under Management As of March 26, 2012, Unison managed $18,241,839 on a discretionary basis and $0 on a nondiscretionary basis. Item 5 Fees and Compensation Private Client Accounts Pursuant to an investment advisory agreement signed by each client, the client will pay Unison a quarterly management fee, payable in arrears, based on the amount of the assets to be managed by Unison as of the last business day of each quarter. The management fee is 0.75% on the first $1 million, 0.55% on the next $4 million, and 0.35% on the balance. These fees may be negotiated by Unison under unusual circumstances, at Unison s sole discretion. Asset management fees will be automatically deducted from the client account on a quarterly basis by the custodian. All fees paid to Unison for investment advisory services are separate and distinct from the expenses charged by mutual funds and exchange traded funds to their shareholders. These fees and expenses are described in each fund s prospectus, and generally include management fees and other fund expenses. Clients should review both the fees charged by the product sponsor and the fees charged by Unison to fully understand the total fees to be paid. At no time will Unison accept or maintain custody of a client s funds or securities except for authorized fee deduction. Client is responsible for all custodial and securities execution fees charged by the custodian and executing broker-dealer. Unison s fee is separate and distinct from the custodian and execution fees. For more information regarding brokerage practices, see Item 12 of this brochure. Clients may request to terminate their advisory contract with Unison, in whole or in part, by providing advance written notice. Client s advisory agreement with Unison is non-transferable without client s written approval. Clients may not pay management fees to Unison in advance. In addition, neither Unison nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Asset Allocation Strategies Services for Third-Party Investment Advisors Pursuant to a license agreement signed by each third-party investment advisor, the third-party investment advisor will pay Unison a license fee, payable in arrears, based on the amount of assets to be managed by that advisor pursuant to Unison s asset allocation strategies as of the last business day of Brochure 5

6 each quarter. The license fee may be negotiated on a per license basis, and typically ranges from 0.10% to 0.15% of assets. Item 6 Performance-Based Fees and Side-by-Side Management Unison is not compensated on the basis of a performance based fee. Item 7 Types of Clients Unison provides services to individuals, trusts, business entities and third-party investment advisors. Unison does not have minimum investment requirements for opening or maintaining an account. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss In compiling its valuation based asset allocation strategies, Unison utilizes fundamental analysis to value the asset classes included in the strategies. Unison focuses primarily on historical and current quantitative characteristics of asset classes, such as earnings, dividends and default rates. These characteristics are analyzed in the context of the larger macro economy as measured by factors such as inflation, interest rates and economic growth. Investing in securities involves risk of loss that clients should be prepared to bear. Risk of loss may be caused by a variety of factors, including, but not limited to, the following. Credit/Event Risk is the possibility that the market value of fixed income securities will be adversely affected by changes in credit quality of an issuer or events related to an issuer such as increased competition, takeovers, and other adverse economic events. Currency Risk is the adverse variation in return or cost resulting from a change in currency exchange rates. This can also be described as the component of return volatility in a cross-border asset class that is due to changes in foreign exchange rates. Economic Risk is the possibility that a given economy will suffer a downturn, which generally affects the market as a whole. Industry Risk is the possibility that a specific industry will suffer a downturn, which may adversely affect related industries. Interest Rate Risk is the possibility that the market value of fixed income securities will fluctuate in response to changes in the level of interest rates. In general, the value of fixed income securities declines when interest rates rise. Brochure 6

7 Market Risk is the possibility that an investment will decline in value. When you sell an investment, you may receive less than what you paid for it. Political Risk is the possibility that a country s government will suddenly change its policies. This may result in changes in tax structures and in bond or stock ratings. Wars, embargos, coups and the appointments of individuals with unfavorable economic policies can impact financial markets. Reinvestment Risk is the possibility that the reinvestment of coupon payments over the life of a bond will have a significant adverse impact on the bond s total return due to the fact that many fixed income securities pay interest semiannually. Every investment involves the risk of fluctuating prices and uncertainty with respect to yield and rates of return. Foreign investing involves additional risks including currency fluctuation and economic and political risks not necessarily found in domestic investments. Emerging markets may be especially volatile. Investing in stocks of small- and mid-sized companies may entail greater volatility and less liquidity than large companies. Investing in specific industries, such as real estate, may subject a portfolio to greater volatility than a portfolio that is less concentrated. Specifically, the risks of investing in Real Estate Investment Trusts are similar to those associated with direct ownership of real estate, such as changes in real estate values and property taxes, interest rates, cash flow of underlying real estate assets, supply and demand, and the management skill and credit worthiness of the issuer. None of Unison s strategies involve frequent trading of securities. In general, Unison rebalances its asset allocation strategies and client accounts on an annual basis, but may do so more frequently on rare occasions when market conditions warrant. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Item 9 Disciplinary Information Unison does not have any legal or disciplinary events that are material to clients or prospective clients evaluation of Unison s advisory business or the integrity of Unison s management. Item 10 Other Financial Industry Activities and Affiliations Neither Unison nor its management persons are registered, or have an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Neither Unison nor its management persons have any relationship or arrangement that is material to Unison s advisory business or to Unison s clients with a broker-dealer, municipal securities dealer, or government securities dealer or broker, 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), financial planner, futures commission merchant, Brochure 7

8 commodity pool operator, commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or dealer, or sponsor or syndicator of limited partnerships. Nir Kaissar, Unison s Managing Member, is a lawyer and member of the New York Bar. Neither Unison nor Mr. Kaissar practices law or has any affiliation with a law firm. Unison does not recommend or select other investment advisers for clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Unison has adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all of its managers, officers, and employees. In addition, the Code of Ethics governs personal trading by each employee of Unison deemed to be an Access Person and is intended to ensure that securities transactions effected by Unison s Access Persons are conducted in a manner that avoids any conflict of interest between such persons and Unison s clients. Unison collects and maintains records of securities holdings and securities transactions effected by Access Persons. These records are reviewed to identify and resolve conflicts of interest. Unison will provide a copy of its Code of Ethics to any client or prospective client upon request. Unison s Managing Member invests some portion of his assets in the same strategies that Unison offers to its clients. Therefore, Unison and/or its investment advisory representatives may from time to time purchase or sell products that they may recommend to clients. Unison and its investment advisory representatives have a fiduciary duty to put the interests of their clients ahead of their own. Unison requires that its investment advisory representatives follow its policies and ethical standards as set forth in its Code of Ethics. Item 12 Brokerage Practices Unison recommends that clients establish a brokerage/custodial account with TD Ameritrade Institutional (TD) to maintain custody of client assets and to effect trades for client accounts. Unison recommends TD based on criteria such as, but not limited to, reasonableness of commissions charged to the client and services made available to the client. Unison is independently owned and operated and not affiliated with TD. TD provides Unison with access to its institutional trading and custody services, which are typically not available to TD retail investors. These services generally are available to independent investment advisors at no charge and are not contingent upon the advisor committing to TD any specific amount of client assets. TD s services include brokerage, custody, research and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a high initial minimum investment. Brochure 8

9 For client accounts maintained in its custody, TD generally does not charge separately for custody but is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through TD or settle into TD accounts. TD also makes available to Unison other products and services that benefit Unison but may not benefit its clients accounts. Some of these other products and services assist Unison in managing and administering client accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements); facilitate trade execution (and allocation of aggregated trade orders from multiple client accounts); provide research, pricing information and other market data; facilitate payment of Unison s fees from client accounts; and assist with back office functions, record keeping and client reporting. Many of these services generally may be used to service all or a substantial number of Unison s accounts, including accounts not maintained at TD. TD also makes available to Unison other services intended to help Unison manage and further develop its business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing. In addition, TD may make available, arrange, and/or pay for these types of services rendered to Unison by independent third parties. TD may discount or waive fees that they would otherwise charge for these services or pay all or part of the fees of a third party providing these services to Unison. As a fiduciary, Unison endeavors to act in its clients best interests, and Unison s recommendation that clients maintain their assets in accounts at TD may be based in part on the benefit to Unison of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by TD, which may create a potential conflict of interest. Not all advisory firms require clients to direct brokerage to a specific broker-dealer. Unison has an obligation to seek best execution for clients. In seeking best execution, the determinative factor is not the lowest possible commission rate but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer s services including the value of research provided, execution capability, commission rates and responsiveness. Unison seeks competitive commission rates, but may therefore not obtain the lowest possible commission rates for account transactions. By directing brokerage to TD, clients may pay higher commission rates than those obtainable by other broker-dealers. Unison believes that TD s commissions are reasonable. Unison will generally not negotiate lower commission rates than the rates established by TD unless Unison determines the rates to be unreasonable, taking into account all the relevant factors including the size and type of transaction. The timing of purchases and sales of securities depends in part on factors specific to each client, such as the timing of deposits and withdrawals, varying liquidity needs and tax considerations. Unison, therefore, generally does not aggregate orders. TD does not offer more favorable commission rates for aggregate orders. Brochure 9

10 Item 13 Review of Accounts Unison s Managing Member monitors client accounts on an ongoing basis. Factors that may trigger a change in client accounts include, but are not limited to, Unison becoming aware of a change in client s investment objective, a change in market conditions, a change of client s employment, rebalancing of assets to maintain proper asset allocation, and other activity that is discovered as the account is reviewed. Clients will receive written account statements no less than quarterly from the custodian. In addition, the client will receive other supporting reports from mutual funds, asset managers, trust companies or custodians, broker-dealers and others who are involved with client accounts. Clients are encouraged to notify Unison if changes occur in their personal financial situation that might affect their investment plan. Item 14 Client Referrals and Other Compensation Unison is a fee only investment manager. Unison receives no compensation from any person who is not a Unison client. In addition, Unison does not compensate any person for client referrals. Item 15 Custody At no time will Unison accept or maintain custody of a client s funds or securities. Clients will receive written account statements no less than quarterly from the custodian and should carefully review those statements. Item 16 Investment Discretion Unison generally receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. Such discretion is exercised in accordance with the strategy selected by the client and consistent with the client s objectives. In unusual circumstances and at Unison s sole discretion, Unison may provide investment advice on a non-discretionary basis. Item 17 Voting Client Securities Unison does not have, nor will Unison accept, authority to vote client securities. Unison will not vote, nor advise clients how to vote, proxies for securities held in client accounts. Clients retain the authority and responsibility for the voting of proxies. In addition, Unison cannot give any advice or take any action with respect to the voting of proxies. Unison and its clients agree to the foregoing in the investment Brochure 10

11 advisory agreement signed by each client. Clients will receive their proxies or other solicitations directly from the custodian. Item 18 Financial Information Unison has no financial condition that impairs its ability to meet contractual commitments to clients, nor has Unison been the subject of any bankruptcy proceedings. Item 19 Requirements for State-Registered Advisers Nir Kaissar, 39, founded Unison in 2005 and is Unison s Managing Member. Prior to founding Unison, Mr. Kaissar was an Associate at Sullivan & Cromwell LLP, where he represented financial institutions in a variety of transactions, including financings and mergers and acquisitions. Mr. Kaissar began his career as a Consultant with Ernst & Young LLP, where he prepared company valuations for proposed mergers and acquisitions. Mr. Kaissar is a graduate of Indiana University (B.A., 1995) and The University of Michigan Law School (J.D., 2000). Brochure 11

12 Unison Advisors LLC Nir Kaissar, Managing Member 2032 Belmont Road NW, #619 Washington, DC T F The date of this brochure supplement is March 29, This brochure supplement provides information about Nir Kaissar that supplements the Unison Advisors LLC brochure. You should have received a copy of that brochure. Please contact Unison Advisors LLC if you did not receive Unison Advisors LLC s brochure or if you have any questions about the contents of this supplement. Additional information about Nir Kaissar is available on the SEC s website at

13 Item 2 Educational Background and Business Experience Nir Kaissar, 39, founded Unison in 2005 and is Unison s Managing Member. Prior to founding Unison, Mr. Kaissar was an Associate at Sullivan & Cromwell LLP, where he represented financial institutions in a variety of transactions, including financings and mergers and acquisitions. Mr. Kaissar began his career as a Consultant with Ernst & Young LLP, where he prepared company valuations for proposed mergers and acquisitions. Mr. Kaissar is a graduate of Indiana University (B.A., 1995) and The University of Michigan Law School (J.D., 2000). Item 3 Disciplinary Information There are no legal or disciplinary events material to a client s or prospective client s evaluation of Mr. Kaissar. Item 4 Other Business Activities Mr. Kaissar is not actively engaged in any investment related business or occupation or any other business or occupation for compensation other than his duties as Unison s Managing Member. Mr. Kaissar is a lawyer and member of the New York Bar, but does not practice law or have any affiliation with a law firm. Item 5 Additional Compensation Mr. Kaissar does not receive any economic benefit for providing advisory services from any person who is not a client. Item 6 Supervision Mr. Kaissar, Unison s Managing Member, is the only person that provides investment advice to clients. He may be reached at Item 7 Requirements for State-Registered Advisers There are no legal or disciplinary events material to a client s or prospective client s evaluation of Mr. Kaissar. In addition, Mr. Kaissar has never been the subject of a bankruptcy petition. Brochure Supplement S-2

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