FORM ADV PART 3 - Relationship Summary
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FORM ADV PART 3 – Relationship Summary
Introduction
Windsor Wealth Management “Windsor” is a There are free and simple tools available to
Investment Advisor registered with the research firms and financial professionals at
Securities and Exchange Commission (“SEC”). www.investor.gov/crs, which also provides
We feel it is important for you to understand how educational materials about investment advisors,
advisory and brokerage services and fees differ broker-dealers, and investing.
in order to determine which type of account or
service is right for you.
What investment services and advice can you provide me?
As an investment advisor, Windsor offers investment accounts on a non-discretionary basis, which means
advisory services to retail investors for an initial fixed that you make the ultimate decision regarding buying
fee and an ongoing asset-based fee based on the value or selling investments in your account. Please refer to
of your account. Our advisory services include Item 16 of our Form ADV Part 2A for further
Portfolio Management and Comprehensive Planning. information.
If we are providing Portfolio Management services to
We do not limit our advice and services to proprietary
you, we will assist with opening accounts from
products or a limited menu of products or
amongst our third-party qualified custodians,
investments.
identifying your goals and risk tolerance, and making
portfolio recommendations. We will regularly Our relationship size minimum is $500,000.
monitor your investments and discuss them on a
Questions to Ask Us:
regular mutually agreed upon frequency (most often
quarterly), as a part of our standard services. Please • Given my financial situation, should I choose an
refer to Item 4 of our Form ADV Part 2A. investment advisory service? Why or why not?
• How will you choose investments to recommend to
We manage accounts on a discretionary basis, which
me?
means we do not need to call you when buying or
selling investments in your account. You will sign a • What is your relevant experience, including your
Portfolio Management Agreement and Limited Power licenses, education, and other qualifications? What
of Attorney giving us this authority. We also manage do these qualifications mean
What fees will I pay?
Fees and costs affect the value of your account over investments and maintaining your account. Some
time and vary depending on certain factors and are investments, such as mutual funds and exchange
negotiable. Please ask your advisor to give you traded funds, charge additional fees that will reduce
personalized information on the fees and costs that the value of your investments over time.
you will pay. Our fees are based on relationship size
You will pay fees and costs whether you make or lose
and feature declining rates for higher asset balance
money on your investments. Fees and costs will
tiers. One-fourth of the stated fee rate is billed
reduce any amount of money you make on your
quarterly. investments over time. Please make sure you
Conflicts of interest relating to fees can include: understand what fees and costs you are paying.
Please refer to Item 5 of our Form ADV Part 2A for
• We could have an incentive to increase the value further information.
of your portfolio over time, so as to increase our
fees as well. Questions to Ask Us:
The broker-dealer (“custodian”) that holds your • Help me understand how these fees and costs might
assets can charge you a transaction fee when we buy affect my investments. If I give you $10,000 to
or sell certain investments for you. These transaction invest, how much will go to fees and costs, and how
fees are in addition to our advisor fee. You could also much will be invested for me?
pay fees charged by the custodian for certain
WINDSOR WEALTH MANAGEMENT 6/30/2020 Form ADV Part 3 – Relationship Summary 1What are your legal obligations to me when acting as my
investment advisor?
When we act as your investment advisor, we have You should understand and ask us about these
to act in your best interest and not put our interest conflicts because they can affect the investment
ahead of yours. At the same time, the way we make advice we provide you. Here are some examples to
money creates some conflicts with your interests. help you understand what this means.
How else does your firm make money and what conflicts of
interest do you have?
Windsor’s main source of revenue is from the broker/dealer, which would come with a different
advisory fees we collect from our client’s accounts cost structure. Additionally, there are a few
each quarter. This can represent a conflict of principals who also have insurance licenses. The
interest in that we have an incentive to increase the conflict of interest here is that the individual may
amount of investments we manage, which would desire to sell insurance products and receive the
impact other decisions related to how clients may related commissions.
choose to position assets. A few Windsor principals
Questions to Ask Us:
are also affiliated with a broker/dealer, and are
licensed to sell products through that • How might your conflicts of interest affect me, and
broker/dealer. A conflict of interest exists in that how will you address them?
they may desire to place business through the
How do your financial professionals make money?
Our advisors are employees/affiliates of the firm, generated for Windsor. Others receive a fixed
and are compensated based on their role. Some salary, and a periodic bonus based on the overall
receive a salary based on their share of the revenue revenue of the firm.
Do you or your financial professionals have legal or disciplinary
history?
No, our firm and/or financial professionals do not Questions to Ask Us:
have legal and/or disciplinary history. You may • As a financial professional, do you have any
visit www.investor.gov/crs for a free and simple disciplinary history? For what type of conduct?
search tool to research our form and our financial
professionals.
Additional Information
You can find additional information about our Questions to Ask Us:
investment advisory services on the SEC’s website • Who is my primary contact?
www.adviserinfo.sec.gov by searching CRD# • Is he or she a representative of an investment
105279. You may also contact our firm at (317) advisor or a broker/dealer?
848-3005 or info@windsorwealth.com to request a • Who can I talk to if I have concerns about how this
current copy of our Form ADV Part 2 or up-to-date person is treating me?
Form ADV Part 3 – this relationship summary.
WINDSOR WEALTH MANAGEMENT 6/30/2020 Form ADV Part 3 – Relationship Summary 2Capitalize
on life.
FORM ADV PART 2A
FIRM BROCHURE
500 East 96th Street, Suite 450 | Indianapolis, Indiana 46240
P: 317-848-3005 | F: 317-844-9614
www. windsorwealth.com | Dated April 6, 2020
This brochure provides information about the qualifications and business practices of Windsor Wealth Management, Inc.. If you have any questions
about the contents of this brochure, please contact us at 317-848-3005. 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 Windsor Wealth Management, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable
IARD/CRD number for Windsor Wealth Management is 105279.
Windsor Wealth Management, Inc. is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or
any state securities authority does not imply a certain level of skill or training.Item 2:
Material Changes
The following changes have been made since our last February 25, 2020 Form ADV Brochure update:
- The firm ownership information in Item 4 has been updated.
ITEM 3:
Table of Contents
Form ADV Part 2A – Firm Brochure
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 .................................................................................................................................................. 4
Item 6: Performance-Based Fees and Side-By-Side Management .............................................................................. 5
Item 7: Types of Clients ................................................................................................................................................................... 5
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ...................................................................... 6
Item 9: Disciplinary Information ................................................................................................................................................ 8
Item 10: Other Financial Industry Activities and Affiliations ....................................................................................... 8
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 9
Item 12: Brokerage Practices .................................................................................................................................................... 10
Item 13: Review of Accounts ..................................................................................................................................................... 11
Item 14: Client Referrals and Other Compensation........................................................................................................ 12
Item 15: Custody.............................................................................................................................................................................. 12
Item 16: Investment Discretion................................................................................................................................................ 13
Item 17: Voting Client Securities ............................................................................................................................................. 13
Item 18: Financial Information ................................................................................................................................................ 13
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 2ITEM 4:
Advisory Business
as such “non-financial” considerations as Client’s
Description of Advisory Firm attitude towards risk, family circumstances and
Windsor Wealth Management’s registration was obligations, and such. This information is obtained
granted by the U.S. Securities and Exchange through an extensive data gathering and goal
Commission on December 12, 1986. Randall D. setting process.
Clark (CRD # 1086464) and Channing F. Mitzell The plans and analyses prepared by Windsor are
(CRD # 1192880) are Principals and majority completely generic in nature. Once the overall plan
shareholders of the firm. Brian T. Shupe (CRD # of action has been developed for and presented to
2353564), Frank J. Esposito, Jr. (CRD # 2457931) the Client, Windsor prepares an Implementation
and James M. Leach (CRD # 4298158) are each Report summarizing the recommendations made to
minority shareholders of the firm. There are no the Client and then assists the Client in establishing
indirect owners of the firm or intermediaries which specific deadlines for the accomplishment of those
have any ownership interest in the firm. As of recommendations the Client decides to implement.
December 31, 2019, the firm managed, on a For implementation items where Windsor offers
discretionary basis, $1,450,827,159, which that service, the Client may choose to implement
represented 3,090 individual accounts and 857 directly with Windsor or related individuals, or may
client relationships. Client assets are managed on choose to implement Windsor’s recommendations
an individualized basis. Clients may impose through other advisors of his/her choice. Windsor’s
restrictions on their accounts. The firm does not continued service as a coordinator is not dependent
sponsor any wrap programs. upon being hired for implementation, but if hired, it
will only be provided after full disclosure to the
Types of Advisory Services Client of all potential conflicts of interest, whether
Comprehensive Planning Services direct or indirect.
One of the founding and guiding principles of Client has the right to terminate the financial
Windsor Wealth Management (Windsor) is the planning relationship without penalty within five
value of comprehensive financial planning. Without days of client’s receipt of the agreement.
having an in-depth understanding of the client’s
whole financial life, any analysis in one area may be Portfolio Management Services
incomplete. Windsor provides clients with broad
based non-product specific financial planning The other primary service of Windsor, which grew
advice (excluding advice about property and from the needs of our financial planning clients for
casualty related issues). This service will often independent and unbiased investment services, is
include the preparation of a comprehensive plan or Portfolio Management. Windsor will work with the
analysis, though the service can also be done in client to develop an investment portfolio which is
separate stages, should that be the client’s believed to be best suited to attain the Client’s
preference. Windsor’s plans will often cover, and investment objectives using prudent risk and time
provide observations and recommendations on tax, horizon assumptions. Windsor has a formal
estate, insurance, retirement and education process to assist with constructing an investment
planning. They will also generally cover an policy statement for the Client.
investment analysis of the client’s current security Once the portfolio has been created, Windsor will
holdings, as well as recommendations for potential meet with the Client at least annually, and
changes which will better align with the clients frequently more often, to evaluate the results of the
stated investment goals and risk tolerance. investment portfolio and to make any necessary
Windsor’s Financial Plans are provided to clients changes that are agreed upon by the Client. Client
only after a thorough analysis of the Client’s current has the right to terminate the investment advisory
financial situation and goals and objectives, as well relationship without penalty within five days of
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 3client’s receipt of the agreement. Either Client or Client. Windsor reserves the right to recover any
Windsor has the right to terminate the agreement itemized expenses incurred by Windsor.
by sending written notice to the other party. Client
Windsor utilizes the services of qualified custodians
will be liable for costs incurred by Windsor to date
for Client accounts, Windsor does not hold custody
of receipt of written notification. Any unearned or
of Client assets.
unapplied fee will be refunded immediately to
ITEM 5:
Fees and Compensation
Please note, unless a client has received Windsor’s Such fees are charged at an hourly rate of $95.00 to
disclosure brochure at least 48 hours prior to $350.00 per hour depending upon the nature and
signing the investment advisory contract, the complexity of the Clients request. Generally,
investment advisory contract may be terminated by professional time is billed at a range of $175.00 to
the client within five (5) business days of signing $350.00 per hour and paraprofessional time at
the contract without incurring any advisory fees $95.00 per hour. In each subsequent year the Client
and without penalty. How we are paid depends on will be offered a retainer service. Fees for this
the type of advisory service we are performing. service will be determined at the time of renewal
Please review the fee and compensation and will be billed quarterly in advance.
information below.
Comprehensive planning agreements between the
Windsor and its Clients may be terminated by
Comprehensive Financial Planning either party at any time by written notification, in
Windsor will meet with prospective financial which event Client will be liable for costs incurred
planning clients to have an initial consultative by Windsor to date of receipt of written
discussion. This will also often include a no-cost notification. Windsor reserves the right to recover
engagement proposal for the prospective Client in any itemized expenses incurred by Windsor.
order to demonstrate the value of its services, with
special emphasis on the Client’s own unique Portfolio Management Services
situation.
Clients may engage Windsor to provide specific
Windsor will generally charge for the financial ongoing investment advice, in which case a
planning services on a project fee basis. The separate Portfolio Management Agreement is
planning project fee charge is based upon a number executed. The specific continuous advice provided
of variables, including subjective factors such as the pursuant to this agreement is subject to the
complexity of the Client’s situation, the nature of following fee schedule:
the Client’s goals and objectives, anticipated
Total Amount Invested Breakpoint Fee %
complexity of the case and the timetable for plan
presentation. The planning fee quoted includes all First $1,000,000 1.00%
services rendered (and expenses associated Next $1,000,000 0.80%
therewith) for the preparation, presentation and
monitoring of the written plan. Commonly one-half Next $1,000,000 0.60%
of the project fee is due upon signing the Financial Next $2,000,000 0.50%
Planning Agreement, with the remainder due upon
the presentation of the Plan. The written report Next $5,000,000 0.40%
mentioned above will be completed within the first Next $10,000,000 0.30%
six months of the contract period. Any services
rendered beyond that period for the first year shall Over $20,000,000 0.20%
be valued at $500 or less. Windsor may also agree Windsor may impose a minimum fee of $3,500. In
to engagement by the Client on an hourly fee basis. certain circumstances, this fee schedule may be
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 4negotiable. Fees do not include individual manager its own set of investment fees and expenses
fee, mutual fund expenses or custodial trading necessary to operate the fund. Mutual funds pay
costs. Advisory fees are billed quarterly, some in advisory fees to their in-house investment
arrears and some in advance. Any unearned or managers, or to sub-advisors, and such fees are
unapplied fees will be refunded, it shall never be therefore indirectly charged to all holders of the
retained by Windsor. The refund will be mutual fund shares. Clients who place mutual fund
calculated by determining the percentage of the shares under Windsor’s management are therefore
number of days remaining in the paid billing cycle subject to both Windsor’s direct management fee
at the time of termination to the total number of and the indirect management fee of the mutual
days in the billing cycle, and applying that fund’s adviser.
percentage against the amount of the total fee.
Additionally, the national discount brokerage firms
No advisory fee is based on capital gains or capital used as custodians for these no-load mutual fund
appreciation of assets. transactions may charge a transaction fee. Fees
will vary based on the security and amount. The
Windsor recommends that Client’s invest in “no-
national discount brokerage firms currently used
load” mutual funds, private money managers,
are Fidelity Investments, Charles Schwab &
separate accounts and/or individual securities to
Company and National Advisors Trust Company.
meet client objectives. Clients may choose to have
There is no duplication of fees.
their assets managed either on a discretionary or
non-discretionary basis. If Client wishes for
Windsor to manage their account on a
Comprehensive Planning Services
discretionary basis, then Client does not need to be Windsor may impose a minimum fee of $2,500 in
notified or give prior authorization before Windsor the initial planning year.
exercises a trade on Client’s behalf.
Portfolio Management Services
Windsor provides advice in regard to investment
company securities (i.e., “mutual funds”). The Windsor may impose a minimum annual fee of
Client should be aware that, in addition to the $3,500.
investment advisory fees paid by the Client in Please refer to Item 12 for more information on the
connection with Windsor’s program, each Brokerage Practices related to the above
investment company (i.e., “mutual fund”) also has referenced Portfolio Management Services.
ITEM 6:
Performance-Based Fees and Side-By-Side
Management
We do not offer performance-based fees.
ITEM 7:
Types of Clients
We provide financial planning and portfolio
management services to individuals, pension and
profit sharing plans, charitable organizations,
corporations or other businesses, trusts and estates.
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 5ITEM 8:
Methods of Analysis, Investment Strategies
and Risk of Loss
Windsor uses asset allocation, as well as Small and Medium Cap Company Risk: Securities
quantitative and qualitative fund management to of companies with small and medium market
build our portfolios. Asset allocation involves capitalizations are often more volatile and less
having exposure to asset classes that have liquid than investments in larger companies. Small
historically shown to have a low correlation to each and medium cap companies may face a greater risk
other. By combining those different asset classes, of business failure, which could increase the
the short term volatility and longer term risk of a volatility of the client’s portfolio.
portfolio can be reduced. When researching
Concentration Risk: Certain investment strategies
individual fund managers, we begin by looking for
focus on particular asset-classes, industries, sectors
fund management with a long track record with a
or types of investment. From time to time these
consistent investment style that would
strategies may be subject to greater risks of adverse
appropriately fit into our allocation style. Then past
developments in such areas of focus than a strategy
performance is reviewed to evaluate the fund’s
that is more broadly diversified across a wider
performance through different market cycles. The
variety of investments.
risk of asset allocation is that those different asset
categories may not move independent of each Interest Rate Risk: Bond (fixed income) prices
other, resulting in the potential for a period of loss generally fall when interest rates rise, and the value
across the whole portfolio. The risk of constructing may fall below par value or the principal
fund portfolios based on manager and performance investment. The opposite is also generally true:
criteria is that past performance does not guarantee bond prices generally rise when interest rates fall.
future performance, as well as the fact that fund In general, fixed income securities with longer
management can change. Client portfolios may also maturities are more sensitive to these price
include individual securities to provide exposure to changes. Most other investments are also sensitive
a specific asset class, and/or in a manner that is to the level and direction of interest rates.
consistent with accomplishing the client’s Legal or Legislative Risk: Legislative changes or
investment and tax efficiency goals. Court rulings may impact the value of investments,
or the securities’ claim on the issuer’s assets and
Material Risks Involved finances.
All investing strategies we offer involve risk and
Inflation: Inflation may erode the buying-power of
may result in a loss of your original investment
your investment portfolio, even if the dollar value of
which you should be prepared to bear. Many of
your investments remains the same.
these risks apply equally to stocks, bonds,
commodities and any other investment or security. Liquidity Constraints: The majority of the
Material risks associated with our investment Advisor’s recommended investments are held in
strategies are listed below. open end mutual funds, individual stocks and
bonds, and exchange traded funds. These
Market Risk: Market risk involves the possibility
instruments all offer daily liquidity, so clients can
that an investment’s current market value will fall
have ready access to their proceeds, if needed. In
because of a general market decline, reducing the
limited situations, the Advisor may recommend
value of the investment regardless of the
funds which maintain limited liquidity, most
operational success of the issuer’s operations or its
commonly on either a once a month or once a
financial condition.
quarter basis. The result is that should a liquidation
Strategy Risk: The Adviser’s investment strategies be desired for that particular holding, proceeds will
and/or investment techniques may not work as not be accessible until the next liquidation date, and
intended. the actual proceeds may differ substantially
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 6(positively or negatively) from the value at the and may be adversely affected by downturns in the
original time of the intent to sell. The Client is U.S. and foreign economies or changes in banking
always free to direct the Advisor to never make regulations.
investments in limited liquidity holdings.
Municipal Bonds are debt obligations generally
Furthermore, the Advisor will always disclose any
issued to obtain funds for various public purposes,
liquidity constraints that may exist when
including the construction of public facilities.
recommending a new holding.
Municipal bonds pay a lower rate of return than
most other types of bonds. However, because of a
Risks Associated with Securities municipal bond’s tax-favored status, investors
Apart from the general risks outlined above which should compare the relative after-tax return to the
apply to all types of investments, specific securities after-tax return of other bonds, depending on the
which may at times be held within any of our investor’s tax bracket. Investing in municipal bonds
recommended mutual funds may have other risks. carries the same general risks as investing in bonds
Commercial Paper is, in most cases, an unsecured in general. Those risks include interest rate risk,
promissory note that is issued with a maturity of reinvestment risk, inflation risk, market risk, call or
270 days or less. Being unsecured the risk to the redemption risk, credit risk, and liquidity and
investor is that the issuer may default. valuation risk.
Common stocks may go up and down in price quite Exchange Traded Funds prices may vary
dramatically, and in the event of an issuer’s significantly from the Net Asset Value due to market
bankruptcy or restructuring could lose all value. A conditions. Certain Exchange Traded Funds may not
slower-growth or recessionary economic track underlying benchmarks as expected.
environment could have an adverse effect on the Investment Companies Risk. When a client
price of all stocks. invests in open end mutual funds or ETFs, the client
Corporate Bonds are debt securities to borrow indirectly bears its proportionate share of any fees
money. Generally, issuers pay investors periodic and expenses payable directly by those funds.
interest and repay the amount borrowed either Therefore, the client will incur higher expenses,
periodically during the life of the security and/or at many of which may be duplicative. In addition, the
maturity. Alternatively, investors can purchase client’s overall portfolio may be affected by losses of
other debt securities, such as zero coupon bonds, an underlying fund and the level of risk arising from
which do not pay current interest, but rather are the investment practices of an underlying fund
priced at a discount from their face values and their (such as the use of derivatives). ETFs are also
values accrete over time to face value at maturity. subject to the following risks: (i) an ETF’s shares
The market prices of debt securities fluctuate may trade at a market price that is above or below
depending on such factors as interest rates, credit their net asset value; (ii) the ETF may employ an
quality, and maturity. In general, market prices of investment strategy that utilizes high leverage
debt securities decline when interest rates rise and ratios; or (iii) trading of an ETF’s shares may be
increase when interest rates fall. The longer the halted if the listing exchange’s officials deem such
time to a bond’s maturity, the greater its interest action appropriate, the shares are de-listed from the
rate risk. exchange, or the activation of market-wide “circuit
breakers” (which are tied to large decreases in
Bank Obligations including bonds and certificates stock prices) halts stock trading generally. The
of deposit may be vulnerable to setbacks or panics Adviser has no control over the risks taken by the
in the banking industry. Banks and other financial underlying funds in which client’s invest.
institutions are greatly affected by interest rates
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 7ITEM 9:
Disciplinary Information
Criminal or Civil Actions Self-Regulatory Organization
Windsor and its management have not been Enforcement Proceedings
involved in any criminal or civil action. Windsor and its management have not been
involved in legal or disciplinary events that are
Administrative Enforcement material to a client’s or prospective client’s
Proceedings evaluation of Windsor or the integrity of its
management.
Windsor and its management have not been
involved in administrative enforcement
proceedings.
ITEM 10:
Other Financial Industry Activities and
Affiliations
Certain employees of the Windsor are registered will not be involved in implementation without
representatives of Crown Capital Securities, L.P. written consent, if at all, from the Client after
This arrangement is material to the business of preparation and presentation of the generic written
Windsor in that it may provide means by which a plan or analysis. This assurance, if desired, is
Client may choose to implement the generic provided contractually in Windsor’s Financial
recommendations provided in Windsor’s written Planning and/or Portfolio Management
plan or analysis. Securities transactions through Agreements.
Crown Capital Securities would come with their
The principals of Windsor have a minority
own separate and customary compensation.
ownership interest in a savings and loan company,
The Client is of course free to implement Windsor’s National Advisors Holdings, Inc. that has formed a
recommendations with any advisor of the Client’s federally chartered trust company, National
choosing. While Windsor believes implementation Advisors Trust Company. National Advisors
of its recommendations through association with Holdings, Inc. and National Advisors Trust
broker/dealer by its principals and members of its
Company are regulated by the Office of Thrift
investment policy committee is undertaken only
Supervision. The trust company intends to provide
with the Client’s best interest in mind, a potential
a low-cost alternative to traditional trust service
conflict of interest does exist. For this reason,
providers, and Windsor intends to refer clients to
Windsor and its principals aggressively pursue full
National Advisors Trust Company for trust services.
disclosure of the existence and nature of their
broker/dealer affiliations as a part of the firm’s The principals of Windsor are also principals of
fiduciary duty. All clients are always advised that Sterling Resources, Inc., an independent insurance
they shall have total freedom to effectuate agency. This arrangement is material to the
securities transactions with any broker/dealer of business of Windsor in that they provide the means
their choosing. by which a Client may choose to implement the
generic recommendations provided in Windsor’s
In addition, Windsor provides the Client with the
written plan or analysis. Should the client engage
opportunity to affirmatively establish in advance
Sterling for the purchase of insurance, it will result
that its related companies, products, and services
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 8in separate and customary compensation to pursue full disclosure of the existence and nature of
Sterling. their other financial corporations.
The Client is, of course, free to implement In addition, Windsor provides the Client with the
Windsor’s recommendations with any advisor of opportunity to affirmatively establish in advance
the Client’s choosing. While Windsor believes that its related companies, products, and services
implementation of its recommendations through will not be involved in implementation without
independent entities owned by its principals and written consent, if at all, from the Client after
members of its investment policy committee is preparation and presentation of the generic written
undertaken only with the Client’s best interest in plan or analysis. This assurance, if desired, is
mind, a potential conflict of interest does exist. For provided contractually in Windsor’s Financial
this reason, Windsor and its principals aggressively Planning and/or Portfolio Management
Agreements.
ITEM 11:
Code of Ethics, Participation or Interest in
Client Transactions and Personal Trading
Windsor has adopted a written Code of Ethics in wide policy. These materials are also distributed to
compliance with SEC Rule 204A-1. The code sets all associated persons and other employees of
forth standards of conduct and requires compliance Windsor, are signed, dated and filed with the
with federal securities laws. Our code also insider trading compliance materials. There are
addresses personal trading and requires our provisions adopted for (1) restricting access to
personnel to report their personal securities files, (2) providing continuing education, (3)
holdings and transactions to the Chief Compliance restricting and/or monitoring trading on those
Officer of the firm. We will provide a copy of our securities of which Windsor’s employees may have
Code of Ethics to any client or prospective client non-public information, (4) requiring all of
upon request. Windsor’s employees to conduct their trading
through a specified broker or reporting all
It is possible that principals of Windsor may
transactions promptly to Windsor, and (5)
recommend securities or investment products in
monitoring the securities trading of Windsor and
which Windsor has a financial interest. Windsor
its employees and associated persons.
and its principals pursue full disclosure of the
existence and nature of this interest. Windsor or individuals associated Windsor may
buy or sell securities identical to those
It is further noted that Windsor is in and shall
recommended to customers for their personal
continue to be in total compliance with The Insider
account.
Trading and Securities Fraud Enforcement Act of
1988. Specifically, Windsor has adopted a firm wide It is the expressed policy of Windsor that no person
policy statement outlining insider trading employed by Windsor may purchase or sell any
compliance by Windsor and its associated persons security prior to a transaction(s) being
and other employees of Windsor and has been implemented for an advisory account, and
signed dated by each such person. A copy of such therefore, preventing such employees from
firm wide policy is left with such person and the benefiting from transactions placed on behalf of
original is maintained in a master file. advisory accounts.
Further, Windsor has adopted a written Windsor does not have an interest or position in
supervisory procedures statement highlighting the securities which may be recommended to a client.
steps that shall be taken to implement the firm
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 9Windsor has established the following restrictions 2) Windsor maintains a list of all securities
in order to ensure its fiduciary responsibilities: holdings for itself, and anyone associated with
this advisory practice. These holdings are
1) A director, officer or employee of Windsor shall
reviewed on a regular basis by Matthew Ulsas,
not buy or sell securities for their personal
Chief Compliance Officer.
portfolio(s) where their decision is substantially
derived, in whole or in part, by reason of his or 3) Windsor requires that all individuals must act in
her employment unless the information is also accordance with all applicable federal and state
available to the investing public on reasonable regulations governing registered investment
inquiry. No person of Windsor shall prefer his or advisory practices.
her own interest to that of the advisory Client.
4) Any individual not in observance of the above
may be subject to termination.
ITEM 12:
Brokerage Practices
Windsor does not participate in transaction fees products and/or pricing through our institutional
charged by the national discount brokerage firms. relationship that may not otherwise be available to
clients, or available but at much higher minimum
Windsor does not maintain physical custody of
investment levels. Also included are products and
client assets, rather may suggest brokers to serve
services, such as investment research, software and
as qualified custodians for Clients, based on the
other technology, which assists Windsor in
broker’s services and products. Windsor has
providing services, but may not directly benefit the
relationships with several qualified custodians:
client. Lastly, these qualified custodians also
most commonly using Fidelity and Charles Schwab,
provide some services, such as education
and will generally recommend these as options for
conferences, consulting services, consulting
clients with which to maintain their investment
services, and access to other service providers, that
advisory accounts. Windsor is independently
are solely beneficial to Windsor.
owned and not affiliated with either qualified
custodian. In additional to Windsor’s Agreement, Though not material to the selection of a qualified
the client will be required to complete separate custodian for client accounts, Windsor may receive
account agreements with the chosen custodian. from Charles Schwab and/or Fidelity (as well as
These Custodian agreements will also allow the other service providers) certain support services
Windsor to conduct certain trading an account and software which allows Windsor to better
maintenance functions on these accounts. support and manage client accounts as described in
the above paragraph, including those which do not
Windsor has used a number of different factors in
directly benefit clients. This does not impact the
terms of selecting recommended qualified
selection of a qualified custodian for clients, and
custodians. These include such considerations as:
also not impact the cost to clients for such custodial
financial strength and stability, quality of service,
or trading services.
breadth of investment product availability,
competitive commission and transaction fee levels, Windsor will aggregate trades with respective
reliable trading and settlement service, availability custodians in certain situations where it offers
of research, and availability of products and more efficient means for accomplishing large
services that benefit Windsor. These qualified trades.
custodians are generally compensated for their
Certain employees of Windsor are registered
services through commissions and transaction fees.
representatives of Crown Capital Securities, L.P. In
Our qualified custodians provide Windsor with a the event that a client freely chooses to implement
wide range of services as a part of our relationship. the advice through such registered representative,
These include access to certain investment
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 10the broker/dealer would be Crown Capital services are independent from such employment
Securities, L.P. with the broker/dealer.
Pursuant to IA-1092, the following statement is 6) If insurance or securities products are sold,
also made by Windsor: commissions would be received by associated
persons of Windsor.
1) Windsor’s associated persons are also associated
with various insurance companies. 7) Client shall have total freedom to execute
securities and/or insurance transactions with
2) Clients are under no obligation to have Windsor
any company of their choice.
or its associated person implement any
suggestions made in a written financial plan. 8) It is likely that Windsor and/or its associated
person if asked to implement will recommend or
3) If asked to implement the suggestions of the
use only the financial products offered by the
financial plan, Windsor intends to implement
broker/dealer as stated above and that the
such financial planning, in whole or in part
financial plan could be limited by such products.
through products offered by these companies.
Windsor may utilize arrangements with non-
4) To the extent Windsor’s associated persons do
affiliated persons whereby Windsor receives cash
implement, they will be acting as agents for the
or other economic benefit in return for providing
broker/dealer and/or the insurance company.
advice to Client. Windsor may also directly or
5) Although Windsor’s associated persons are indirectly compensate non-affiliated persons for
registered representatives of Crown Capital Client referrals pursuant to written agreements or
Securities, L.P., these advisory services provided solicitor arrangements. Any such agreements shall
herein are basically beyond the scope of be in full compliance with Rule 206(4)-3.
employment with the broker/dealer and these
ITEM 13:
Review of Accounts
projected performance, re-establish the Client’s
Comprehensive Planning Services objectives and risk tolerances, and then
Client contact with financial planning clients of recommend changes accordingly.
Windsor is quite extensive. During the first year Future reviews may be triggered by the Client’s
under contract, the Client will typically meet with request for information, a change in goals and
representatives of Windsor four to ten times. This objectives or the Client’s circumstances, or a
number, of course, varies with the complexity of change in the economic environment, which
the Client’s situation. In the second and subsequent necessitates a revision of all or part of a Client’s
years, Client meetings are less frequent, as the plan.
Client’s situation stabilizes. Typically, Windsor
meets with renewal clients once or twice each year. Portfolio Management Services
Reviewers authorized by Windsor include the Clients under contract with Windsor pursuant to
firm’s principals (Randall D. Clark, Channing F. the Portfolio Management Service Agreement
Mitzell, Frank Esposito, Jim Leach and Brian Shupe) receive at a minimum written progress reports and
Robert Kaspar, Sue Hardman, Sandra Villiger and scheduled review meetings on an annual basis.
Matt Ulsas. In addition to the frequent meetings However, a majority of Clients receive written
mentioned above, Windsor may conduct a full progress reports and scheduled meetings on a
formal annual review during which reviewers are more frequent basis.
instructed to compare actual performance with
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 11ITEM 14:
Client Referrals and Other Compensation
Windsor does use the services of a paid solicitor. other brokers or agents that are not affiliated with
Full compliance with Reg. Sec. 275.206(4)(3)(b) us. Associated persons may receive commission
shall be maintained. income as a result of product sales. Windsor fees
are not off-set by commission income.
Associated persons of Windsor accept
compensation for the sale of securities or other We receive an economic benefit from Charles
investment products when operating as a Schwab in the form of the support products and
representative of Crown Capital, including asset- services it makes available to us and other
based sales charges or service fees from the sale of independent advisors that have their clients
mutual funds. This practice presents a conflict of maintain accounts at Schwab. These products and
interest and gives us an incentive to recommend services, how they benefit us, and the related
investment products based on the compensation conflicts of interest are described above (refer to
received, rather than on a client’s needs. This Item 12 – Brokerage Practices). The availability to
creates a conflict of interest. Windsor will us of Schwab’s products and services does not place
recommend no-load mutual funds, and in most Windsor under any obligation or incentive to make
circumstances. Clients have the option to purchase certain investment or custodial recommendations.
investment products that we recommend through
ITEM 15:
Custody
Windsor does not take physical custody of client 2. The client authorizes Windsor, in writing, either
assets. Third party Qualified Custodians are utilized on the qualified custodian’s form or separately,
for custody of client assets. The Qualified Custodian to direct transfers to the third party either on a
will send statements to the Client directly, at least specified schedule or from time to time.
quarterly but often more frequently. It is very
3. The client’s qualified custodian performs
important that the Client review these statements
appropriate verification of the instruction, such
from the custodian. The Client is also urged to
as a signature review or other method to verify
compare the custodian’s statements with
the client’s authorization and provides a transfer
statements received from the Windsor.
of funds notice to the client promptly after each
Under government regulations, Windsor is deemed transfer.
to have a form of custody of assets in the event
4. The client has the ability to terminate or change
clients have authorized the custodian to allow
the instruction to the client’s qualified custodian.
Windsor to deduct advisory fees directly from
client accounts. Additionally, Windsor does 5. Windsor has no authority or ability to designate
maintain standing letter of authorization (SLOA) or change the identity of the third party, the
for some clients where the funds or securities may address, or any other information about the
be sent to an account with non-identical third party contained in the client’s instruction.
registration, which is deemed to be custody, and 6. Windsor maintains records showing that the
the following conditions are met: third party is not a related party of Windsor or
1. The client provides an instruction to the qualified located at the same address as Windsor.
custodian, in writing, that includes the client’s 7. The client’s qualified custodian sends the client,
signature, the third party’s name, and either the in writing, an initial notice confirming the
third party’s address or the third party’s account instruction and an annual notice reconfirming
number at a custodian to which the transfer the instruction.
should be directed.
WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 12ITEM 16: Investment Discretion Windsor is provided discretionary authority through the signing by the client of a “Limited Power of Attorney”. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. ITEM 17: Voting Client Securities Windsor does not vote proxy statements on behalf agent. Clients are always free to contact Windsor of clients. Clients will receive proxies or other with any questions they may have in regards to a solicitations directly from the custodian or transfer proxy or other solicitation. ITEM 18: Financial Information We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months in advance. WINDSOR WEALTH MANAGEMENT Form ADV Part 2A – Firm Brochure 13
WINDSOR WEALTH MANAGEMENT Form ADV Part 2B – Firm Brochure 14
Randall Dean Clark, CFP®
FORM ADV PART 2B Channing Frederick Mitzell, CFP®
BROCHURE SUPPLEMENT Robert Stephen Kaspar, CPA
Frank Joseph Esposito, Jr., CFA
James Michael Leach, CFA
500 East 96th Street, Suite 450 | Indianapolis, Indiana 46240 Sue Ellen Hardman, CFA
P: 317-848-3005 | F: 317-844-9614 Brian Todd Shupe, CFA
www.windsorwealth.com | Dated May 26, 2020 Sandra Ruth Villiger, CFP®
Matthew Brian Ulsas, CFP®
Niki Fowler Woodworth, CFP®
This brochure supplement provides information about the above listed individuals that supplements Windsor Wealth Management, Inc. brochure.
You should have received a copy of that brochure. Please contact Randall Clark, Principal if you did not receive Windsor Wealth Management’s
brochure or if you have any questions about the contents of this supplement. Additional information about the above listed individuals is available
on the SEC’s website at www.adviserinfo.sec.gov. Windsor Wealth Management, Inc. is a Registered Investment Advisor. Registration with the
United States Securities and Exchange Commission or any state authority does not imply a certain level of skill or training.
WINDSOR WEALTH MANAGEMENT Form ADV Part 2B – Firm Brochure 1RANDALL DEAN CLARK, CFP®
CRD #1086464
ITEM 2:
Educational Background and Business Experience
Randy was born in 1958, and graduated from right to use the CFP® marks, an individual must
Ball State University in Muncie, IN with a satisfactorily fulfill the following requirements:
Bachelor of Science Degree in Finance. In
Education – Complete an advanced college-level
November 1986 Randy co-founded Windsor
course of study addressing the financial planning
Wealth Management. In addition to serving as
subject areas that CFP Board’s studies have
a Principal for Windsor Wealth Management,
determined as necessary for the competent and
he also serves as a Principal & Agent for
professional delivery of financial planning
Sterling Resources, and a Principal for Windsor
services, and attain a Bachelor’s Degree from a
Financial Services Inc., both also founded in
regionally accredited United States college or
November 1986. Since 2009 Randy has also
university (or its equivalent from a foreign
served as a Registered Representative for
university). CFP Board’s financial planning
Crown Capital Securities, L.P., a Broker Dealer.
subject areas include insurance planning and risk
Randy serves as the co-chair for the Board of management, employee benefits planning,
Directors, which oversees the overall vision investment planning, income tax planning,
and direction of the Firm. Randy serves as the retirement planning, and estate planning;
chair for Windsor’s Marketing Committee. He
Examination – Pass the comprehensive CFP®
is also a member of the Executive, Investment
Certification Examination. The examination,
Policy and Financial Planning Committees.
administered in 10 hours over a two-day period,
Randy’s practice focuses on the management
includes case studies and client scenarios
and preservation of family wealth.
designed to test one’s ability to correctly
Randy earned the Certified Financial Planner diagnose financial planning issues and apply
(CFP) designation in 1987. The CERTIFIED one’s knowledge of financial planning to real
FINANCIAL PLANNERTM, CFP® and federally world circumstances;
registered CFP (with flame design) marks
Experience – Complete at least three years of
(collectively, the “CFP® marks”) are professional
full-time financial planning-related experience
certification marks granted in the United States
(or the equivalent, measured as 2,000 hours per
by Certified Financial Planner Board of
year); and
Standards, Inc. (“CFP Board”). The CFP®
certification is a voluntary certification; no Ethics – Agree to be bound by CFP Board’s
federal or state law or regulation requires Standards of Professional Conduct, a set of
financial planners to hold CFP® certification. It is documents outlining the ethical and practice
recognized in the United States and a number of standards for CFP® professionals.
other countries for its (1) high standard of Individuals who become certified must complete
professional education; (2) stringent code of the following ongoing education and ethics
conduct and standards of practice; and (3) ethical requirements in order to maintain the right to
requirements that govern professional continue to use the CFP® marks:
engagements with clients. Currently, more than
62,000 individuals have obtained CFP® Continuing Education – Complete 30 hours of
certification in the United States. To attain the continuing education hours every two years,
including two hours on the Code of Ethics and
WINDSOR WEALTH MANAGEMENT Form ADV Part 2B – Firm Brochure 2other parts of the Standards of Professional must provide financial planning services in the
Conduct, to maintain competence and keep up best interests of their clients.
with developments in the financial planning field;
CFP® professionals who fail to comply with the
and
above standards and requirements may be
Ethics – Renew an agreement to be bound by the subject to CFP Board’s enforcement process,
Standards of Professional Conduct. The Standards which could result in suspension or permanent
prominently require that CFP® professionals revocation of their CFP® certification.
provide financial planning services at a fiduciary
standard of care. This means CFP® professionals
ITEM 3:
Disciplinary Information
Randy has never been involved in an arbitration
claim of any kind or been found liable in a civil,
self-regulatory organization, or administrative
proceeding.
ITEM 4:
Other Business Activities
Randy does maintain an insurance license, as an representative through Crown Capital, to facilitate
accommodation to provide insurance services to the management of existing variable annuity or
clients where needed, and to also remain involved other types of products brought over by clients, or
and education in the insurance industry. He also only available through traditional broker/dealer
maintains a broker/dealer license as a channels.
ITEM 5:
Additional Compensation
As referenced in Item #4, the insurance and The amount of revenue generated from the other
broker/dealer licensing does result in additional sources in past years is minimal, representing
compensation to Randy. This can present the approximately 5% or less of Windsor’s fee
potential for a conflict of interest, and any revenue.
additional compensation is disclosed to Clients.
ITEM 6:
Supervision
Matthew Brian Ulsas, Chief Compliance Officer clients. The role of the CCO also includes
(CCO) supervises Randy. Matt is responsible for reviewing all marketing material, all employee
all compliance oversight for the firm. He is a security transactions, and all required regulatory
member of the Investment and Financial Planning filings. For any inquiries, he can be contacted at
committees, which are responsible for the (317) 848-3005, or at
Investment and Planning advice provided to mulsas@windsorwealth.com.
WINDSOR WEALTH MANAGEMENT Form ADV Part 2B – Firm Brochure 3CHANNING FREDERICK MITZELL, CFP®
CRD #1192880
ITEM 2:
Educational Background and Business Experience
Chap was born in 1956, and graduated from engagements with clients. Currently, more than
Purdue University in West Lafayette, IN with a 62,000 individuals have obtained CFP®
Bachelor of Science Degree in Industrial certification in the United States. To attain the
Management. In November 1986 Chap co- right to use the CFP® marks, an individual must
founded Windsor Wealth Management. In satisfactorily fulfill the following requirements:
addition to serving as a Principal for Windsor
Education – Complete an advanced college-level
Wealth Management, he also serves as a
course of study addressing the financial planning
Principal & Agent for Sterling Resources, and a
subject areas that CFP Board’s studies have
Principal for Windsor Financial Services Inc.,
determined as necessary for the competent and
both also founded in November 1986. Since
professional delivery of financial planning
2009 Chap has also served as a Registered
services, and attain a Bachelor’s Degree from a
Representative for Crown Capital Securities,
regionally accredited United States college or
L.P., a Broker Dealer.
university (or its equivalent from a foreign
Chap serves as the co-chair for the Board of university). CFP Board’s financial planning
Directors, which oversees the overall vision subject areas include insurance planning and risk
and direction of the Firm. As President of management, employee benefits planning,
Windsor Wealth Management, Chap is investment planning, income tax planning,
responsible for executing and monitoring the retirement planning, and estate planning;
policies of the Board. Chap is a member of
Examination – Pass the comprehensive CFP®
Windsor’s Marketing, Financial Planning,
Certification Examination. The examination,
Investment Policy and Executive committees,
administered in 10 hours over a two-day period,
the latter of which he chairs. Chap has focused
includes case studies and client scenarios
his practice on the needs of executives, retirees
designed to test one’s ability to correctly
and professionals.
diagnose financial planning issues and apply
Chap earned the Certified Financial Planner one’s knowledge of financial planning to real
(CFP) designation in 1989. The CERTIFIED world circumstances;
FINANCIAL PLANNERTM, CFP® and federally
Experience – Complete at least three years of
registered CFP (with flame design) marks
full-time financial planning-related experience
(collectively, the “CFP® marks”) are professional
(or the equivalent, measured as 2,000 hours per
certification marks granted in the United States
year); and
by Certified Financial Planner Board of
Standards, Inc. (“CFP Board”). The CFP® Ethics – Agree to be bound by CFP Board’s
certification is a voluntary certification; no Standards of Professional Conduct, a set of
federal or state law or regulation requires documents outlining the ethical and practice
financial planners to hold CFP® certification. It is standards for CFP® professionals.
recognized in the United States and a number of Individuals who become certified must complete
other countries for its (1) high standard of the following ongoing education and ethics
professional education; (2) stringent code of requirements in order to maintain the right to
conduct and standards of practice; and (3) ethical continue to use the CFP® marks:
requirements that govern professional
WINDSOR WEALTH MANAGEMENT Form ADV Part 2B – Firm Brochure 4You can also read
