A. Firm Information
f3Logic, LLC ("f3Logic" or the "Advisor") is an investment advisor registered with the U.S. Securities and
Exchange Commission ("SEC"), which is organized as a limited liability company ("LLC") under the laws of the
State of Delaware and was founded in September 2017. On October 31, 2022, Arthur J. Gallagher & Co.
announced the acquisition and subsequent change in ownership of the f3 Companies. Included in the acquisition
are Burnsville, Minnesota-based f3Logic, LLC; Burnsville, Minnesota-based f3Investment Management, LLC;
Richmond, Virginia-based Financial Consultants of America, Inc.; Wakefield, Massachusetts-based Compass
Point Retirement Planning, Inc.; and Burnsville, Minnesota-based Kusske Financial Asset Management, Inc.
This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory
services provided by f3Logic. For information regarding this Disclosure Brochure, please contact Jon DeSmidt,
Chief Compliance Officer at (651) 300-7677.
B. Advisory Services Offered
f3Logic offers investment advisory services to individuals, families, trusts, estates, businesses and retirement
plans (each referred to as a "Client"). f3Logic provides comprehensive investment management, planning and
consulting services tailored to the individual needs of each Client. These services are primarily focused on high
net worth Clients.
Investment Advisory Services
f3Logic provides customized investment advisory solutions for its Clients. This is achieved through personal
Client contact and interaction while providing discretionary investment management and related advisory
services. f3Logic works with Clients to identify their investment goals and objectives as well as risk tolerance and
financial situation in order to create an appropriate investment strategy. f3Logic will then construct a portfolio
strategy that may include the use of our internal investment management and/or outside managers.
Internal Investment Management - f3Logic customizes its investment management services for its Clients, as
outlined in this Disclosure Brochure. Portfolios are primarily constructed using mutual funds, exchange-traded
funds ("ETFs"), individual stocks and fixed income securities. The Advisor may also utilize other types of
investments, as appropriate, to meet the needs of each particular Client. The Advisor may retain legacy
securities due to portfolio fit and tax considerations.
f3Logic evaluates and selects investments for inclusion in Client portfolios after applying its internal due
diligence process. f3Logic's investment strategy is primarily long-term focused, but the Advisor may buy, sell or
re-allocate positions that have been held less than one year to meet the objectives of the Client or due to market
conditions. If it is consistent with the Client's goals, the Advisor may also engage in an investment strategy that
utilizes frequent trading in securities, as outlined in Item 8 below. f3Logic will construct, implement and monitor
the Client's portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the
Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be
held in their respective portfolio, subject to acceptance by the Advisor.
Clients grant f3Logic discretion to purchase and sell securities in their portfolio. f3Logic may employ specific
positions to increase sector or asset class weightings. f3Logic may recommend employing cash positions as a
possible hedge against market movement. f3Logic may recommend selling positions for reasons that include,
but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or
class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of
Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client's risk tolerance.
f3Logic will provide investment management and related advisory services. At no time will f3Logic accept or
maintain custody of a Client's funds or securities, except for authorized deduction of the Advisor's fees. All Client
assets will be managed within their designated account[s] at the Custodian, pursuant to the investment advisory
agreement.
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Please Note: On its client portfolio performance reports, f3Logic may also refer to managed
investments as “supervised” investments. These are investments which are managed for a fee as
agreed upon in f3Logic’s investment management agreement. While f3Logic may also agree to
report on “unsupervised” investments, this would be offered as a convenience only. While f3Logic
may consider such “unsupervised” investments in the overall picture of providing advice on managed
or “supervised” investments, or in regard to separately agreed-upon financial planning or consulting
services, f3Logic has no legal responsibility to manage, monitor, or otherwise supervise a client’s
“unsupervised” investments, even if they appear on a client’s portfolio performance reports.
Use of Outside Managers - f3Logic may recommend to Clients that all or a portion of their investment
portfolio be invested by utilizing one or more outside money managers or investment platforms
(an "Outside Manager"). Outside Manager may be sourced directly or accessed through an investment
management platform or directly engaged by the f3Logic. The Client may be required to enter into a separate
agreement with the Outside Manager. Please see Item 10 for additional information.
Generally, with Outside Managers, f3Logic serves as the Client's primary advisor and relationship manager.
However, the Outside Manager will assume discretionary authority for the day-to-day investment management
of those assets placed in their control. f3Logic will assist and advise the Client in establishing investment
objectives for their account, the selection of the Outside Manager, and defining any restrictions on the account.
f3Logic will continue to provide oversight of the Client's account[s] and ongoing monitoring of the activities of
these outside parties. The Outside Manager will implement the selected investment strategies based on their
investment mandates. The Client may be able to impose reasonable investment restrictions on these accounts,
subject to the acceptance of these third parties. f3Logic does not receive any compensation from these Outside
Managers, other than its investment advisory fee (described in Item 5).
Financial Planning and Consulting Services
f3Logic may provide financial planning services to Clients as part of the investment advisory engagement or as
a separate engagement, depending on the Client's financial situation, goals, and objectives.
Generally, such financial planning services will involve preparing a financial plan or rendering a financial
consultation based on the Client's financial goals and objectives. This planning or consulting may encompass
one or more areas of need, including, but not limited to investment planning, retirement planning, estate
planning, personal savings, education savings and other areas of a Client's financial situation.
A financial plan developed for or financial consultation rendered to the Client will usually include general
recommendations for a course of activity or specific actions to be taken by the Client. For example,
recommendations may be made that the Client start or revise their investment programs, commence or alter
retirement savings, establish education savings and/or charitable giving programs. f3Logic may also refer
Clients to an accountant, attorney or
other specialist, as appropriate for their unique situation. For certain
financial planning engagements, the Advisor will provide a written summary of Client's financial situation,
observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a
written summary. Plans or consultations are typically completed within six months of contract date, assuming all
information and documents requested are provided promptly.
Financial planning and consulting recommendations may pose a potential conflict between the interests of the
Advisor and the interests of the Client. Clients are not obligated to implement any recommendations made by the
Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the
recommendations made by the Advisor, the Client is under no obligation to implement the transaction through
the Advisor. Ultimately the Client has the discretion to decide whether to implement the plan or
recommendations, and takes responsibility for this decision.
11980 Portland Avenue South, Burnsville, MN
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Retirement Plan Advisory Services
f3Logic serves as an ERISA 3(21) Fiduciary to retirement plans (each a "Plan") in support of the Plan Sponsor.
f3Logic may provide the following Plan Fiduciary Services pursuant to the terms of the Advisor's agreement with
each Plan Sponsor:
Vendor Analysis
Employee Enrollment and Education Tracking
Investment Policy Statement
Investment Monitoring
Performance Reports
Ongoing Investment Recommendation and Assistance
ERISA 404(c) Assistance
Benchmarking Services
The specific services will be outlined in the advisory agreement signed by the Plan Sponsor. f3Logic does not
provide 3(38) discretionary investment advisory services on behalf of the Plan or Plan Sponsor.
C. Client Account Management
Prior to engaging f3Logic to provide investment advisory services, each Client is required to enter into one or
more advisory agreements with the Advisor that define the terms, conditions, authority and responsibilities of
the Advisor and the Client. Clients should review these agreements in detail prior to executing them. The
services provided under these agreements may include:
Establishing an Investment Strategy - f3Logic, in connection with the Client, will develop an investment
strategy targeted to achieve the Client's investment goals and objectives.
Asset Allocation - f3Logic will develop a strategic asset allocation that is targeted to meet the
investment objectives, time horizon, financial situation and tolerance for risk for each Client.
Portfolio Construction - f3Logic will develop a portfolio for the Client that is intended to meet the stated
goals and objectives of the Client.
Investment Management and Supervision- f3Logic will provide investment management and ongoing
oversight of the Client's portfolio.
Financial Planning and Consulting - For Clients engaging for investment advisory services, the Advisor
provides ongoing financial planning and related services regarding the Client's overall financial situation.
D. Wrap Fee / Non-Wrap Programs
For a majority of our accounts, f3Logic includes securities transaction fees together with its investment
advisory fees. Including these fees into a single asset-based fee is considered a "Wrap Fee Program". f3Logic
customizes its investment management services for its Clients. The Advisor sponsors the f3Logic Wrap Fee
Program solely as a supplemental disclosure regarding the combination of fees. Depending on the level of
trading required for the Client's account in a particular year, the Client may pay more or less in total fees than if
the Client paid its own transaction fees. Please see Appendix 1 - Wrap Fee Program Brochure, which is
included as a supplement to this Disclosure Brochure.
There is no significant difference between how f3Logic manages wrap fee accounts and non-wrap fee
accounts. However, as stated above, if a client determines to engage f3Logic on a wrap fee basis the client
will pay a single fee for bundled services (i.e., investment advisory, brokerage transactions, custody, platform).
The services included in a wrap fee agreement will depend upon each client’s particular need. If the client
determines to engage f3Logic on a non-wrap fee basis the client will select individual services on an
unbundled basis, paying for each service separately (i.e., investment advisory, brokerage transactions,
custody, platform). Please Note: When managing a client’s account on a wrap fee basis, f3Logic shall receive
as payment for its investment management services, the balance of the wrap fee after all other costs
incorporated into the wrap fee have been deducted.
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E. Important Disclosure Regarding Fee Based Asset Management Accounts
When making the determination of whether one of the advisory programs available through f3Logic is appropriate for
your needs, you should know that fee-based accounts, when compared with commission-based accounts, often result
in lower costs during periods when trading activity is heavier, such as the year an account is established. However,
during periods when trading activity is lower, the fee-based account arrangements could result in a higher cost for
transactions. Thus, depending on a number of factors, the total cost for transactions under a fee account versus a
commission account can vary significantly. Factors which affect the total cost include the account size, amount of
turnover, type and quantities of securities purchased or sold, commission rates, and your tax situation. You should
know that lower fees for comparable service may be available from other sources. You should discuss the
advantages and disadvantages of fee-based and commission-based accounts with your advisor
representative.
When we provide investment advice to you regarding your retirement plan account or individual retirement account,
we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal
Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some
conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put
our interest ahead of yours. Under this special rule’s provisions, we must:
- Meet a professional standard of care when making investment recommendations (give prudent advice);
- Never put our financial interests ahead of yours when making recommendations (give loyal advice);
- Avoid misleading statements about conflicts of interest, fees, and investments;
- Follow policies and procedures designed to ensure that we give advice that is in your best interest;
- Charge no more than is reasonable for our services; and
- Give you basic information about conflicts of interest.
When you leave an employer you have several options regarding your employer retirement plan including the
following:
-Keep your investments in the plan (if allowed).
-Move to your new employer’s retirement plan.
-Rollover the plan to an IRA
-Cash out the plan.
If our firm makes a recommendation to rollover a retirement plan to an IRA managed by our firm, we have a conflict
of interest because our firm is compensated for managing those assets.
No client is under any obligation to rollover retirement plan assets to an account managed by f3Logic.
F. Assets Under Management
As of December 31, 2022, f3Logic has $842,940,022 discretionary assets under management and $0
non-discretionary assets under management.