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									CERVINO CAPITAL MANAGEMENT LLC

  REGISTERED INVESTMENT ADVISER
       DISCLOSURE BROCHURE



                         MARCH 23, 2009


                        MAILING ADDRESS:
                          P.O. BOX 2366
                     SANTA BARBARA, CA 93120
                        TEL: (310) 849-5818
                        FAX: (818) 874-9897




  Cervino Capital Management LLC
  Registered Investment Adviser
  Form ADV, Part II (CRD No. 140047)

  Please retain a copy of Cervino Capital Management’s Disclosure Brochure for your records.
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Table of contents
1.      Introduction                                        3
1.1     Description of Services                             3
1.2     Advisory Representatives                            3
1.3     Business Background                                 3
2.      Investment Philosophy                               3
2.1     Consultative Investment Process                     3
2.2     Methodology and Diversification                     3
2.3     Active Portfolio Management                         3
2.4     Portfolio Construction and Management               3
2.5     Account Size, Discretion and Broker                 3
3. Advisory Fees                                            3
3.1 Fees Charged to the Account                             3
3.2 Additional Information Concerning Fees                  3
4.      Principal Risk Factors                              3
4.1     Education and Business Standards                    3
4.2     Privacy Statement and Client Data                   3
4.3     Code of Ethics/Client Transactions                  3
4.4     Risks Regarding Asset Modeling                      3
4.5     Balance Sheet and Custody of Assets                 3
4.6     Solicitation and Third Party Compensation           3
4.7     Risks Regarding Electronic Trading                  3
4.8     Taxation Matters: Consult Tax Adviser               3
5.      Conflicts of Interest                               3
5.1     Other Business Activities and Affiliations          3
5.2     Resident Insurance Producer Disclosure              3
5.3     Proprietary Account Activities                      3
6.      Litigation                                          3
7.      Balance Sheet                                       3
Appendix A - Part II Filing                                 3




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1.    Introduction
      Cervino Capital Management LLC is a California limited liability company formed in August
      2005, and is a state Registered Investment Adviser offering discretionary investment supervisory
      services to its Clients. This Disclosure Brochure provides prospective clients with information
      about Cervino Capital Management LLC (herein after referred to as the “Adviser”) that should be
      considered before or at the time of obtaining advisory services from the Adviser. This
      information has not been approved or verified by any governmental authority. Prospective
      investors should review this information and acknowledge receipt of this Disclosure Brochure
      prior to making an investment. Clients should retain a copy of this Brochure for their records.
      The Adviser’s administrative services office address, trading operations office address, telephone
      numbers, website and email address are below. All the records are kept and made available for
      inspection at the administrative services office, which is also the main business office.
      ADMINISTRATIVE SERVICES:                                    TRADING OPERATIONS:
      929 Santa Barbara Street                                    219 S. Barrington Ave., Suite #217
      Santa Barbara, CA 93101                                     Los Angeles, CA 90049
      Tel: (310) 849-5818                                         Tel: (310) 874-5871
      Website: www.cervinocapital.com                             Email: info@cervinocapital.com
      The Adviser is also registered with the Commodity Futures Trading Commission (“CFTC”) as a
      Commodity Trading Advisor and is a member of the National Futures Association (“NFA”).
1.1   Description of Services
      The Adviser offers two types of discretionary investment advisory services to its clients: (i)
      investment supervisory services which comprises of continuous investment advice to a client
      based on the individual needs of such client; and (ii) portfolio management services in which the
      Adviser manages investment advisory accounts not involving investment supervisory services.
      The type of investment advisory service which the Adviser will provide to the account is initially
      determined by the Adviser and the client upon the engagement for investment advisory services.
      For either type of service, the Adviser will not receive commissions, front-end sales load or back-
      end sales load for any transactions it initiates on behalf of its clients’ accounts.
      Investment Supervisory Services
      When providing investment supervisory services the Adviser will emphasize continuous and
      regular account supervision for the purpose of client wealth accumulation, preservation and
      estate planning. Further, the Adviser will work with its clients to identify their investment goals
      and timeframe as well as risk tolerance in order to create an initial portfolio allocation designed
      to complement the clients’ financial priorities and objectives, including goals such as education
      funding, major purchases, starting a business, retirement planning and wealth transfer, etc.
      The Adviser may create an investment portfolio consisting of individual foreign and domestic
      equities; fixed income instruments; exchange traded funds (ETFs); closed-end funds; no-load
      mutual funds; load-waived mutual funds (front-end and back-end commissions will not be
      charged); money market instruments; and other securities products. Each portfolio will be
      initially designed to meet a particular investment goal and timeframe, which the Adviser has
      determined to be suitable to the client’s circumstances. Nevertheless, each client will have the
      opportunity to place reasonable restrictions on the types of investments to be held in the portfolio.
      Once the appropriate portfolio has been determined, the Adviser will review the portfolio at least
      quarterly and if necessary, rebalance the portfolio based upon changes in the Adviser’s economic
      outlook and market opinion as well as changes that may have occurred in the client’s stated
      priorities, goals and objectives. Generally, the Adviser’s strategy when providing investment
      supervisory services to clients will be to seek to meet client investment objectives while
      providing clients with access to personal advisory services on at least an annual basis, or more
      often, depending upon prior agreement.




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      Portfolio Management Services
      When providing portfolio management services the Adviser will initially work with the client to
      identify his/her investment goals and timeframe as well as risk tolerance in order to determine if
      one or a combination of the Adviser’s standardized portfolio approaches is appropriate in
      meeting the client’s long-term investment objectives. However, the Adviser does not customize
      its portfolio management services based on the needs of any individual client, but rather the
      Adviser will manage client accounts within the selected portfolios’ design parameters and long
      term investment objectives. Regular rebalancing of the portfolios as well as tactical adjustments
      due to short or intermediate term market expectations will be based solely upon changes in the
      Adviser’s economic outlook and market opinion.
      The Adviser offers the following three portfolio strategies:
             1.        Cornerstone Diversified Assets—This strategy utilizes Exchange Traded Funds (ETFs)
                       in order to construct a core diversified portfolio exposing investors to U.S. stocks and
                       bonds, international stocks and bonds, and other asset classes such as gold and real
                       estate. The core investment focus is a strategic asset allocation approach establishing
                       target portfolio percentages for each asset class based on long-term capital market
                       assumptions. The secondary investment focus is a tactical overlay in which the Adviser
                       makes adjustments to the portfolio based on shorter-term market expectations. Because
                       of the many different types of ETFs that are available, these instruments provide the
                       means to diversify client accounts in terms of asset class, market capitalization, credit
                       quality, economic sectors, and geographic regions.
             2.        Energy Income Advantage—This investment strategy utilizes Master Limited
                       Partnerships (MLPs) and oil tanker stocks in order to construct a portfolio which
                       combines the potential for appreciation plus high current yield and low correlation with
                       other asset classes. MLPs are publicly traded interests in businesses organized as limited
                       partnerships but traded like stocks. Most MLPs are involved in some form of energy
                       distribution or transportation. MLPs typically distribute cash generated by the business
                       and report taxable income annually on Form K-1. The Adviser conducts fundamental
                       analysis of individual MLPs and oil tankers and then compares the mixture of expected
                       growth and income in order to determine portfolio selection. After the portfolio has been
                       established, the Adviser closely monitors each MLP and oil tanker stock for company
                       specific risks and reduces or removes such positions when prudent.
             3.        Enhanced Yield Opportunities—This strategy utilizes both leveraged and non-leveraged
                       Closed-End Funds (CEFs) in order to construct a portfolio which combines attractive
                       investment income plus potential for capital appreciation. Closed-end funds (CEFs) are
                       professionally managed investment companies that offer an array of benefits unique in
                       the investment world. While often compared to open-end mutual funds, CEF shares are
                       listed on exchanges and bought and sold in the open market. Accordingly, they trade in
                       relation to, but independent of, their underlying net asset values (NAVs). The Adviser
                       conducts fundamental analysis of individual CEFs, and then compares historical
                       discount/ premium pricing, as well as dividends and distributions for prospective total
                       return potential in order to determine relative value and the portfolio selection. After the
                       portfolio has been established, the Adviser closely monitors each CEF for specific risks
                       and reduces or removes such positions when it deems prudent.
1.2   Advisory Representatives
      The Adviser’s investment advisory representatives are Davide Accomazzo, Managing Director
      and Head of Trading, and Michael W. Frankfurter, Managing Director, Chief of Operations, and
      Chief Compliance Officer. As investment advisory representatives, they may do some or all of
      the following: make recommendations regarding securities; manage accounts or portfolios of
      clients; determine what advice should be given; solicit the sale of or sells of investment advisory
      services; and supervise employees who perform any of the foregoing.




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1.3   Business Background
      DAVIDE ACCOMAZZO—MANAGING DIRECTOR, HEAD OF TRADING. Davide Accomazzo
      has been trading professionally since 1996. From July 1996 through December 1997 he was employed
      as a Euro-convertible bond/international equities sales trader for Jefferies and Company, Inc. in
      their New York office. In this position, he covered many international funds, including: Arca, La
      Generali, Hansberger, New Africa Fund/NCM, Cranberry Rock, Pontaray, The Weston Group,
      Oppenheimer retail international desk. In January 1998 he left to trade his own capital and in
      November 1999 he started Kensington Offshore Limited, a speculative hedge fund which
      outperformed the S&P 500 market benchmark during the 1999 through 2002 equity markets’
      boom and bust cycles. In February 2001 he launched Kensington Capital Management LLC, a
      commodity trading Adviser that focused on trading options on futures and currency futures. Mr.
      Accomazzo was signed on by UBS Wealth Management USA in October 2004 to manage the
      portfolios of high net worth investors, and withdrew as principal and associated person of
      Kensington Capital Management LLC in November 2004. In October 2005, Mr. Accomazzo resigned
      from UBS having co-founded Cervino Capital Management LLC with Michael Frankfurter.
      Mr. Accomazzo was born in 1967 and received a Laurea in Political Sciences and International
      Relations at Universita' degli Studi Genova in 1990, a Masters in Arts in Mass Communication from
      California State University Northridge in 1992, and his MBA in Finance at the School of Business and
      Management at Pepperdine University in June 1996. During his academic career he worked in
      collaboration with Investment Technology Group (“ITG”) on projects that focused on automated
      portfolio management through Quantex, ITG’s electronic execution system. Since that time he as been
      a guest lecturer speaking on the dynamics of international finance and global derivative trading. Since
      August 2007 Mr. Accomazzo has also served as an adjunct professor at Pepperdine University,
      Graziadio School of Business and Management, where he teaches courses on global capital markets
      and portfolio investment management.
      MICHAEL FRANKFURTER—MANAGING DIRECTOR, CHIEF OF OPERATIONS. Michael
      “Mack” Frankfurter started his career in the financial services industry in 1989 with Bank of
      America’s Business Services Division. In July 1991 he was recruited by The Echelon Group, Inc. as
      Vice President in charge of operations of Echelon’s managed futures business. As an Associated
      Person, Mr. Frankfurter was involved with the startup, accounting, client services, compliance,
      backoffice and marketing of multiple Echelon-related joint venture Commodity Trading Advisers
      including Dreiss Research Corporation, Jackson Grain Management, Range Wise and Royal
      Petroleum Group. Mr. Frankfurter was also involved in activities related to the establishment of other
      Echelon-related ventures including Dignity Partners, Inc., a viatical settlement business. Dignity
      Partners institutionalized the viatical settlement industry by successfully completing a private
      placement of $50 million in securitized notes (voted “1995 Private Deal of the Year” by Investment
      Dealers Digest), and a subsequent initial public offering in 1996. Later renamed Point West Capital
      Corporation, the company launched a venture capital subsidiary, a correspondent broker subsidiary
      and a specialty business-lender subsidiary. During this time Mr. Frankfurter was responsible for
      implementing and maintaining both Echelon’s and Point West’s information systems while continuing
      to administer to Echelon’s managed futures business.
      Mr. Frankfurter left Echelon and Point West in January 1999. After spending some time off sailing
      and traveling, he worked as a consultant on projects for FleetBoston Robertson Stephens from May
      1999 to April 2000. In July 2000 Mr. Frankfurter was recruited by The Capital Markets Company
      (Capco) as Senior Consultant to work as Project Manager for an private banking startup and joint
      venture between Scudder Kemper and Thomas Weisel Partners. That long-term project was followed
      by an international inter-company trading systems implementation for Commerzbank involving
      Royalblue fidessa, and a T+1/STP readiness assessment for Bank of Montreal (BMO Financial
      Group). He left Capco in April 2002 and in May 2002 founded NextStep Strategies, LLC which
      focused on consulting and headhunting for financial services companies. NextStep Strategies was also
      registered as a commodity trading Adviser and commodity pool operator from March 2003 to July
      2004. Mr. Frankfurter joined UBS Financial Services, Inc. in May 2004 in their Beverly Hills office
      and provided financial Advisery services to clients until June 2005. He rejoined NextStep Strategies,




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      LLC in July 2005 and co-founded Cervino Capital Management LLC with Davide Accomazzo in
      August 2005. In September 2007, Mr. Frankfurter became an associated person of Managed Account
      Research, Inc. (“MARI”), an introducing broker, where he functions in an operational and
      administrative capacity. Mr. Frankfurter was born in 1964 and graduated in 1985 from Moorpark
      College with an Associate in Arts degree and attended California State University Northridge from
      1986 to 1988.
2.    Investment Philosophy
2.1   Consultative Investment Process
      The Adviser’s investment process comprises of four steps: (i) identifying and assessing the client’s
      financial needs, investment objectives and risk tolerance; (ii) creating an investment proposal and
      proposing long-term strategic asset allocation guidelines; (iii) agreeing upon and implementing
      investment recommendations; and (iv) periodic portfolio reviews and rebalancing of investments
      including tactical adjustments in response to shorter-term market expectations for different asset
      classes. The Adviser views this investment process as a continuum with each step revisited as the
      client’s financial needs and investment objectives evolve during his or her lifetime.
      The Adviser offers two types of discretionary investment advisory services to its clients: (i)
      investment supervisory services which comprises of continuous investment advice to a client
      based on the individual needs of such client; and (ii) portfolio management services in which the
      Adviser manages investment advisory accounts not involving investment supervisory services.
      The type of discretionary investment advisory service which the Adviser will provide to the
      account is initially determined by the Adviser and the client upon the engagement for investment
      advisory services. For either type of service, the Adviser will not receive commissions, front-end
      sales load or back-end sales load for any transactions it initiates on behalf of its clients’ accounts.
      When creating an investment proposal, regardless of whether such proposal fits within the scope
      of investment supervisory services or portfolio management services, the Adviser’s proposal first
      considers each client’s circumstances as it relates to the various stages of an investor’s life cycle:
      wealth accumulation, preservation and transfer. During the wealth accumulation stage, investors
      seek financial security and manage liabilities, save for major expenditures, begin to fund
      retirement, provide for children’s education and begin creating a legacy. Wealth preservation
      emphasizes conserving income and assets, management of cash flow, income taxes and
      retirement plan distributions as well as protection of assets in the event of disability, long-term
      care or death. Wealth transfer encompasses distribution of the investor’s estate to designated
      beneficiaries at the appropriate time and in the appropriate manner, and may include the transfer
      of wealth during the investor’s lifetime.

2.2   Methodology and Diversification
      The Adviser believes that adopting the proper asset allocation suited to each client’s needs is a
      key determinant of success in reaching the client’s financial goals. Portfolio recommendations
      are designed around four investor profiles: current income, income and growth, moderate growth,
      aggressive growth. Generally, these investor profiles are described as follows:

             •         The primary objective of the ‘current income’ profile is to secure a stable income stream
                       from reliable investments with an emphasis on principal protection. Current income
                       investors are usually conservative in terms of risk.
             •         The ‘income and growth’ investor primarily seeks a balance between fixed income for
                       current income and equities for growth of capital and dividends. In terms of risk
                       tolerance, an income and growth investor tends to be conservative-to-moderate.




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             •         ‘Moderate growth’ investors target wealth accumulation, rather than current income
                       over a long time horizon. Moderate growth investors tend to be willing to tolerate a
                       moderate-to-high amount of principal risk.
             •         The ‘aggressive growth’ client seeks above average capital growth over a long time
                       horizon with little or no concern for income. Aggressive growth investors are more
                       speculative and willing to accept a high degree of risk or volatility of returns.

      Portfolio diversification is a widely embraced investment strategy that helps counteract the
      unpredictability of the markets. A diversified portfolio helps reduce investment risk because the
      portfolios overall return is not limited to the performance of one specific security but is open to
      the performance represented by a collection of securities. In this way a single poorly performing
      investment is unlikely to compromise the entire portfolio. Additionally, investing in a selection
      of securities with differing investment characteristics and degrees of market sensitivity can help
      limit volatility in turbulent markets. A well-diversified portfolio can provide investors with the
      opportunity for growth with less overall portfolio volatility.
      Asset allocation is the strategic combination of securities from different asset classes, such as
      cash equivalents, fixed income, and equities to create a diversified investment portfolio. The term
      “asset class” describes a group of securities or type of investment that share similar risk and
      return characteristics. Blending different categories of securities within each asset class adds
      another layer of diversification to a portfolio. It is possible to diversify a portfolio beyond the
      traditional cash, fixed income and equity investments to include more focused sources of risk and
      return, such as market capitalization (e.g., small-capitalization stocks), credit quality (e.g., high-
      yield bonds), economic sectors (e.g., transportation, technology, healthcare), geographic regions
      (e.g., Europe, Asia, South America), and investment styles (e.g., growth versus value). Since all
      these asset classes have different risk and return characteristics, they are less correlated with each
      other, and there are potential benefits to be derived from combining such assets in a portfolio.

2.3   Active Portfolio Management
      There are several approaches to asset allocation, which differ in their required levels of active
      management and assumptions about investors’ risk tolerances, and about changes in economic
      and market expectations. Below are descriptions of some of the most popular forms:
             •         Buy and hold – The most basic approach to asset allocation is a buy-and-hold strategy, in
                       which an investor determines an initial allocation—for example 40% cash equivalents and
                       60% stocks—and then holds this portfolio throughout market fluctuations, without making
                       adjustments. In the buy-and-hold approach, an investor will hold a greater percentage of
                       stocks as stocks appreciate and a smaller percentage of stocks as stocks depreciate. Thus,
                       the buy-and-hold approach to asset allocation implicitly assumes that the investor’s risk
                       tolerance, defined as the willingness to hold stocks, changes with the level of wealth.
             •         Strategic – Another approach is strategic asset allocation or constant-mix allocation. In
                       strategic asset allocation, the investor establishes target portfolio percentages for each
                       asset class, based on long-term capital market assumptions and the investor’s long-term
                       attitude toward risk. Periodic adjustments are made to restore this targeted portfolio mix
                       as the relative values of the asset classes change with respect to each other. Accordingly,
                       asset classes that have grown at a faster rate are sold and those that have grown at a
                       slower rate are purchased. Implicitly, strategic asset allocation assumes that the
                       investor’s risk tolerance does not change with short-term fluctuations in the level of
                       wealth. Nevertheless, in practice a constant mix target allocation can be reviewed
                       periodically and revised to reflect changes in the investor’s circumstances.
             •         Tactical – In tactical asset allocation, the portfolio’s target asset allocation is adjusted to
                       reflect changes in the investor’s own shorter-term market expectations for the different




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                       asset classes. Often, such adjustments reflect views about future market developments
                       that are contrary to mainstream thinking. Exposure to asset classes that have appreciated
                       beyond estimated fair value are reduced and the proceeds are reinvested in asset classes
                       that are undervalued. Like strategic asset allocation tactical asset allocation implicitly
                       assumes that an investor’s risk tolerance is stable over the investment horizon,
                       regardless of the level of wealth. Unlike strategic asset allocation, tactical asset
                       allocation anticipates changes in the relative value of different asset classes and seeks to
                       benefit from adjusting the portfolio mix before these changes occur.

      Rebalancing portfolios is an important part of the process and involves the periodic review of the
      current asset allocation to identify and correct any deviation from the original asset allocation
      strategy and investor’s longer-term risk tolerance. Rebalancing potentially helps realize profits in an
      outperforming asset class before it begins to underperform, and increase the weight to an
      underperforming asset class before it begins to improve. Thus, within strategic asset allocation,
      rebalancing can increase an investor’s chances of selling high and buying low.

2.4   Portfolio Construction and Management
      When implementing the client’s asset allocation and investment plan, the Adviser will utilize a
      mix of exchange traded funds (ETFs); closed-end funds; no-load mutual funds; load-waived
      mutual funds (front-end and back-end commissions will not be charged); money market
      instruments; individual domestic and foreign equities; fixed income instruments; and other
      securities products such as Master Limited Partnerships (MLPs), convertibles, and options.
      When providing investment supervisory services the Adviser will work with its clients to identify
      their investment goals and timeframe as well as risk tolerance. Each portfolio will be initially
      designed to meet a particular investment goal and timeframe, which the Adviser has determined
      to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined,
      the Adviser will review the portfolio at least quarterly and if necessary, rebalance the portfolio
      based upon changes in the Adviser’s economic outlook and market opinion as well as changes
      that may have occurred in the client’s stated priorities, goals and objectives. Generally, the
      Adviser’s strategy when providing investment supervisory services to clients will be to seek to
      meet client investment objectives customizing the client’s portfolio construction as may be
      needed, while providing clients with access to personal advisory services on at least an annual
      basis, or more often, depending upon prior agreement.
      When providing portfolio management services the Adviser will initially work with the client to
      identify his/her investment goals and timeframe as well as risk tolerance in order to determine if
      one or a combination of the Adviser’s standardized portfolio approaches is appropriate in
      meeting the client’s long-term investment objectives. However, the Adviser does not customize
      its portfolio management services based on the needs of any individual client, but rather the
      Adviser will manage client accounts within the selected portfolios’ design parameters and long
      term investment objectives. The Adviser currently offers the following three standardized
      portfolio strategies: Cornerstone Diversified Assets, Energy Income Advantage and Enhanced
      Yield Opportunities. Regular rebalancing of these portfolios as well as tactical adjustments due to
      short or intermediate term market expectations will be based solely upon changes in the
      Adviser’s economic outlook and market opinion.
      The Adviser does not vote proxies for clients. Additionally, in accordance with Section 204A of
      the Investment Advisers Act of 1940, the Adviser also maintains and enforces written policies
      reasonably designed to prevent the misuse of material non-public information by the Adviser.
2.5   Account Size, Discretion and Broker
      The minimum account size is $100,000, provided however, that under certain circumstances the
      Adviser may in its sole discretion accept smaller accounts.




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      The Adviser generally has discretion to purchase and sell client’s securities positions and determine
      the amount of securities to be purchased or sold.
      The Adviser does not maintain custody of client assets. The Adviser may execute or recommend that
      clients execute their securities transactions through various firms including, but not limited to broker-
      dealers such as the Fidelity Brokerage Services LLC (“Fidelity”), National Financial Services LLC
      (“NFS”), or Interactive Brokers LLC (“IAB”). These firms may charge commissions (ticket charges)
      for executing the Adviser’s transactions. The Adviser does not receive any part of these separate
      charges which are assessed directly to clients. It is important to note that Fidelity, NFS and IAB do not
      maintain supervisory relationships with respect to the Adviser or its representatives.

3.    Advisory Fees
3.1   Fees Charged to the Account
      The client shall pay the Adviser a quarterly management fee in arrears for its services. The
      management fee will be based on the Account asset value (i.e., fair market value of the portfolio
      under management as reflected on the client’s brokerage statements) as of the last business day
      of each calendar quarter, and will become due the following business day. All fees that have not
      been paid shall accrue to the benefit of the Adviser. The management fee will be paid whether or
      not the Account has earned a profit for the quarter. For new Accounts the management fee shall
      be calculated on a pro rata basis as of the date of the Agreement. Although fees may vary
      depending on individual circumstances, the following annualized negotiable fee schedule will
      apply unless otherwise indicated:

                  Account Asset Value                             Management Fee
                  On the first $500,000                           1.50% Annually (0.375% Quarterly)
                  Between $500,001 and $1,000,000                 1.25% Annually (0.3125% Quarterly)
                  Over $1,000,000                                 1.00% Annually (0.25% Quarterly)
      The Adviser's fee will be debited from client's Account upon the custodian’s receipt of an invoice
      from the Adviser. Client may also pay the Adviser directly. If there is not adequate cash in the
      Account to pay the Adviser its fees, then it may be necessary to liquidate Account assets to cover
      those expenses, which may result in a loss to client. To the extent that there are any additions or
      withdrawals during the quarter, the management fee shall be adjusted on a pro rata basis for such
      additions or withdrawals as of the date such additions or withdrawals are made. In the event this
      Agreement is terminated by either party, the management fee shall be calculated on a pro rata
      basis as of the date termination occurred. Over the term of this Agreement, total fees paid for
      execution and supervision may result in payment of amounts in excess of trading costs that might
      have been paid on a per transaction basis.
      In addition to the Adviser’s annual investment management fee, the client may also incur certain
      charges imposed by unaffiliated third parties. Such charges include, but are not limited to,
      custodial fees, brokerage commissions, transaction fees, charges imposed directly by a mutual
      fund, index fund, or exchange traded fund purchased for the account which shall be disclosed in
      the funds prospectus (i.e., fund management fees and other fund expenses), wire transfer fees and
      other fees and taxes on brokerage accounts and securities transactions.
      Client acknowledges and agrees that the Adviser may charge the custodian account for certain
      additional assets managed for client by the Adviser but not held by the custodian (i.e. variable
      annuities, mutual funds, 401-K).
      No portion of the Adviser’s compensation shall be based on capital gains or capital appreciation
      of the Assets except as provided for under the Investment Advisers Act of 1940.




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3.2   Additional Information Concerning Fees
      In certain circumstances, advisory fees and account minimums may be negotiable based upon prior
      relationships as well as related account holdings. The fees charged are calculated as described
      above and are not charged on the basis of a share of capital gains or capital appreciation of the client’s
      assets managed by the Adviser or any portion of the client’s assets managed by the Adviser.
      Clients can terminate, without penalty, Adviser’s Agreement within five business days. The
      client shall remain responsible for the payment of all accrued management fees that have not
      been paid to the Adviser.
      The Adviser provides advice to various types of clients, which may include, but not be limited to,
      hedge funds and non-U.S. persons.

4.    Principal Risk Factors
      This section does not disclose all of the risks and other significant aspects of the Adviser’s
      investment program. Investors should carefully consider all of the risk factors described in this
      section and elsewhere in this Disclosure Brochure before engaging the Adviser’s advisory services.
4.1   Education and Business Standards
      The Adviser requires those involved in determining or providing investment advice to clients to
      meet certain general standards of education and several years of experience in the financial
      services industry. In addition, the Adviser requires successful completion of certain applicable
      industry examinations.
4.2   Privacy Statement and Client Data
      The Adviser is committed to safeguarding the confidential information of its clients and holds all
      personal information provided to it in the strictest confidence. These records include all personal
      information that the Adviser collects from its clients or receives from other firms in connection
      with any of the financial services they provide. The Adviser also requires other firms with whom
      they deal to restrict the use of clients’ information. The Adviser’s Privacy Policy is available
      upon client’s engagement of the firm’s services or by prior request of the clients.

4.3   Code of Ethics/Client Transactions
      The Adviser and/or its representatives may buy or sell for their personal account(s) investment
      products identical to those recommended to clients. It is the expressed policy of the Adviser that
      neither the Adviser, nor its representatives may purchase or sell any individual security prior to a
      transaction(s) being implemented for an advisory account. This policy is meant to prevent the
      Adviser and/or its representatives from benefiting as a result of transactions placed on behalf of
      advisory accounts. The Adviser has established the following restrictions in order to ensure its
      fiduciary responsibilities to clients are met:
             1) The Advisers’ representatives shall not buy or sell securities for their personal
                portfolio(s) where their decision is substantially derived, in whole or in part, by their
                role as an Investment Advisory Representative of the Adviser, unless the information is
                also available to the investing public on reasonable inquiry. In no case, shall Adviser’s
                representatives prefer their own interest to that of their advisory clients.1 2


      1
        This investment policy has been established recognizing that some securities being considered for purchase
      and sale on behalf of the Adviser’s clients trade in sufficiently broad markets to permit transactions by clients
      to be completed without an appreciable impact on the markets of the securities. Under certain circumstances,
      exceptions may be made to the policies stated above. Records of these trades, including the reasons for the
      exceptions, will be maintained with Adviser’s records in the manner set forth above.




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             2) The Adviser emphasizes the unrestricted right of its clients to decline to implement any
                advice rendered.
             3) The Adviser recognizes it must act in accordance with all applicable Federal and State
                regulations governing registered investment advisory practices

4.4   Risks Regarding Asset Modeling
      The Adviser’s investment advisory services and asset allocation recommendations have been
      developed based on historical performance of the standard asset classes (stocks, bonds and cash)
      and of representative index fund products, including ETFs, CEFs and index funds, as well as
      concepts of modern portfolio theory. Performance from such investment models are hypothetical
      and do not reflect actual investment results and does not guarantee future results. The Adviser’s
      analysis primarily focuses on index ETFs and CEFs that track to broad indexes, including foreign
      equity, domestic equity and bond indexes. Equity-based ETFs and CEFs are subject to risks
      similar to those of stocks, and fixed income-based ETFs and CEFs are subject to risks similar to
      those of bonds. Investment returns will fluctuate and are subject to market volatility, including
      the risk that an investor’s shares, when redeemed or sold, may be worth more or less than their
      original cost. Foreign-based ETFs have unique and greater risks than domestic-based ETFs. Past
      performance is no guarantee of future results.

4.5   Balance Sheet and Custody of Assets
      The Adviser has not attached a balance sheet for its most recent fiscal year because it does not have
      custody of client funds or securities or require prepayment of more than $500 in fees per client and
      six or more months in advance. Clients must open and maintain a securities brokerage account with
      a Broker-Dealer with whom the client’s assets will be custodied and maintained. The Adviser is not
      permitted to accept or hold customers’ funds. Clients will receive trade confirmations and monthly
      account statements from their brokerage firm reflecting all transactions entered into by the Adviser
      on the client’s behalf. These records should be reviewed immediately upon receipt in order to
      monitor the status of the client’s account and should be retained for future reference.

4.6   Solicitation and Third Party Compensation
      The Adviser plans to directly or indirectly compensate persons for client referrals, but currently
      does not have any such arrangements. If the Adviser enters into such agreements, the client will
      be informed in writing about the terms of compensation paid by the Adviser to solicitors and will
      be provided with a solicitation disclosure statement and Part II of Advisers Form ADV.

      The Adviser may also refer clients to third party money managers and receive a portion of the
      advisory fee charged to the client by money managers within their programs. The amount of the
      Adviser’s portion of the fee will be disclosed to clients at the time of the referral.

4.7   Risks Regarding Electronic Trading
      The Adviser will undertake on behalf of clients transactions on electronic trading systems and
      clients will be exposed to risks associated with the system(s) including the failure of hardware
      and software. The result of any system failure may be that the Adviser’s order is either not
      executed according to instructions or is not executed at all.


      2
        Open-end mutual funds and/or the investment sub-accounts which may comprise a variable insurance
      product are purchased or redeemed at a fixed net asset value price per share specific to the date of purchase
      of redemption. As such, transactions in mutual funds and/or variable insurance products by the Adviser are
      not likely to have an impact on the prices of the fund shares in which clients invest, and are therefore not
      prohibited by the Adviser’s Investment Policies and Procedures




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4.8   Taxation Matters: Consult Tax Adviser
      The relevant tax laws related to investment in the securities markets are complex. Furthermore,
      different considerations apply to each investor depending on his or her particular circumstances.
      The Adviser does not provide or purport to provide tax advice to any prospective investor or
      existing client. Each prospective investor or existing client should consult his or her tax adviser
      as to the tax consequences of an investment in the Adviser’s investment program.

5.    Conflicts of Interest
5.1   Other Business Activities and Affiliations
      The Adviser is also registered with the Commodity Futures Trading Commission and is a
      member of the National Futures Association. Futures and options on futures trading account for
      about seventy (70%) percent of the Adviser’s time, which is currently conducted primarily
      through MF Global, Inc., PFG, Inc., Rosenthal Collins Group LLC and optionsXpress, Inc.
      Additionally, Messrs. Frankfurter and Accomazzo are licensed as Life Agents with the California
      Department of Insurance and are authorized to transact in the sale of commissionable life
      insurance products and variable contracts. This activity currently accounts for less than one-
      percent (1%) of their time. Mr. Frankfurter is also licensed as a Fire and Casualty Broker-Agent
      with the California Department of Insurance. The sale of commissionable property and casualty
      insurance products by Mr. Frankfurter currently accounts for less than one-percent (1%) of his
      time. In addition Mr. Frankfurter is a Member and Manager of NextStep Strategies, LLC which
      is also located at 747 Arrowood Lane, Suite 198, Oak Park, CA 91377. The main business of
      NextStep Strategies, LLC is to provide permanent and temporary employee recruitment services
      for companies in the financial services industry. On occasion NextStep Strategies, LLC also
      provides strategy consulting services to non-affiliated businesses including financial services-
      related companies. Mr. Frankfurter devotes approximately thirty percent (30%) of his time to the
      business activities of NextStep Strategies, LLC, which includes consulting services to Managed
      Account Research, Inc., a futures broker of which Mr. Frankfurter is registered as an Associated
      Person. In addition, Mr. Accomazzo, as adjunct professor of Pepperdine University, Graziadio
      School of Business and Management, devotes approximately twenty percent (20%) of his time to
      teaching. Finally, Messrs. Frankfurter and Accomazzo may act as finders for private equity
      investments. This activity would be conducted separately from the Adviser and would account
      for less than one-percent (1%) of their time.
5.2   Resident Insurance Producer Disclosure
      Pursuant to California Code of Regulations, 10 CCR Section 260.235.2 and Section 260.238(k),
      the Adviser hereby discloses that the Adviser is not, but certain of the Adviser’s representatives
      are licensed in the State of California as Resident Insurance Producers are appointed with various
      insurance companies as well as authorized to transact insurance on behalf of various insurance
      agencies/brokers. Such firms pay insurance producers a broker fee and/or commission for the
      sale of their insurance products. As such, a potential conflict of interest may exist between the
      Adviser’s interest and the clients. In certain cases, the Adviser may recommend that clients
      execute transactions through unaffiliated insurance companies. In any event, client is under no
      obligation to act upon the Adviser’s recommendations and if the client elects to act on any of the
      recommendations, the client is under no obligation to effect the transaction through the Adviser
      or any particular insurance company

5.3   Proprietary Account Activities
      The principals of the Adviser as well as the Adviser’s investment advisory representatives have
      in the past and will continue in the future to trade securities for their own accounts, and that the
      trading activity in their individual accounts may differ from the investment activity in any client
      account managed by the Adviser. In fact, it is possible that the positions taken by the Adviser’s
      representatives for their individual accounts may not be held for the same period of time as, and




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     may even be opposite to, those positions taken by the Adviser on behalf of its client accounts. No
     assurance may be given that the investment results in the accounts of the Adviser’s principals,
     Adviser’s investment representatives, or the Adviser’s proprietary account will be the same as the
     performance in any client account managed by the Adviser. Because of the proprietary nature of
     the principals’ and investment representatives’ trading records, prospective and existing clients
     will not be permitted to inspect such records. However, the Adviser will review this policy on a
     case by case basis.

6.   Litigation
     THERE HAVE BEEN NO MATERIAL ADMINISTRATIVE, CIVIL OR CRIMINAL ACTIONS
     AGAINST THE ADVISER OR ANY OF ITS PRINCIPALS WITHIN THE PAST FIVE YEARS.

7.   Balance Sheet
     The Adviser has not attached a balance sheet for its most recent fiscal year because it does not have
     custody of client funds or securities or require prepayment of more than $500 in fees per client and
     six (6) or more months in advance.




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Appendix A - Part II Filing


FORM ADV                                Uniform Application for Investment Adviser Registration

Part II - Page 1

Name of Investment Adviser:
Cervino Capital Management LLC
Address:             (Number and Street)                                              (City)                               (State)       (Zip Code)                 Area Code:      Telephone Number:
929 Santa Barbara Street                                                                Santa Barbara                         CA          93101                     (310) 849-5818


                           This part of Form ADV gives information about the investment adviser and its business for the use of clients.
                                         The information has not been approved or verified by any government authority.




                                                                                               Table of Contents


        Item Number                                         Item                                                                                                                               Page
                      1                                     Advisory Services and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            2
                      2                                     Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    2
                      3                                     Types of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        3
                      4                                     Methods of Analysis, Sources of Information and Investment Strategies . . . . . .                                                       3
                      5                                     Education and Business Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                4
                      6                                     Education and Business Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   4
                      7                                     Other Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         4
                      8                                     Other Financial Industry Activities or Affiliations . . . . . . . . . . . . . . . . . . . . . . . .                                     4
                      9                                     Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .                                    5
                    10                                      Conditions for Managing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                  5
                    11                                      Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        5
                    12                                      Investment or Brokerage Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                6
                    13                                      Additional Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                           6
                    14                                      Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   6
                                                            Continuation Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           Schedule F
                                                            Balance Sheet, if required. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .. .              Schedule G




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FORM ADV                                    Applicant:                                                                             SEC File Number:                  Date:

Part II - Page 2                             Cervino Capital Management LLC                                                        801-                              03/23/2009
                                                                                         Definitions for Part II
Related person - Any officer, director or partner of applicant or any person directly or indirectly controlling, controlled by, or
under common control with the applicant, including any non-clerical, non-ministerial employee.
Investment Supervisory Services - Giving continuous investment advice to a client (or making investments for the client) based
on the individual needs of the client. Individual needs include, for example, the nature of other client assets and the client’s per-
sonal and family obligations.

1.        A.           Advisory Services and Fees. (check the applicable boxes)                                           For each type of service provided, state the approximate % of
                                                                                                                          total advisory billings from that service. Approx.
                       Applicant:                                                                                       (See instruction below.)
                       (1) Provides investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .                   100%
                       (2) Manages investment advisory accounts not involving investment supervisory services . . . . . . . . . . . . . . . . . . .                                            0%
                       (3) Furnishes investment advice through consultations not included in either service described above . . . . . . . . . .                                                0%
                       (4) Issues periodicals about securities by subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         0%
                       (5) Issues special reports about securities not included in any service described above . . . . . . . . . . . . . . . . . . . . .                                       0%
                       (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients
                             may use to evaluate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .              0%
                       (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities . . . . . . . . . . .                                              0%
                       (8) Provides a timing service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              0%
                       (9) Furnishes advice about securities in any manner not described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                      0%

                                    (Percentages should be based on applicant’s last fiscal year. If applicant has not completed its first fiscal year, provide
                                                   estimates of advisory billings for that year and state that the percentages are estimates.)

                                                                                                                                                                                       Yes     No
          B.           Does the applicant call any of the services it checked above financial planning or some similar term? . . . . . . . . . . .

          C.           Applicant offers investment advisory services for: (check all that apply):

                                   (1)         A percentage of assets under management                             (4)      Subscription fees
                                   (2)         Hourly charges                                                      (5)      Commissions
                                   (3)         Fixed fees (not including subscription fees)                        (6)      Other

          D.           For each checked box in A above, describe on Schedule F:
                                   the services provided, including the name of any publication or report issued by the adviser on a
                                   subscription basis or for a fee
                                   applicant’s basic fee schedule, how fees are charged and whether its fees are negotiable
                                   when compensation is payable, and if compensation is payable before service is provided, how a client
                                   may get a refund or may terminate an investment advisory contract before its expiration date

2.        Types of Clients - Applicant generally provides investment advice to: (check those that apply)
                       A.          Individuals                                                             E.      Trusts, estates, or charitable organizations
                       B.          Banks or thrift institutions                                            F.      Corporations or business entities other than those
                                                                                                                   listed above
                       C.          Investment companies
                                                                                                           G.      Other (describe on Schedule F)
                       D.          Pension and profit sharing plans




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FORM ADV                                    Applicant:                                                   SEC File Number:          Date:

Part II - Page 3                             Cervino Capital Management LLC                              801-                      03/23/2009

3.        Types of Investments. Applicant offers advice on the following: (check those that apply)
                      A.           Equity Securities                                        H.      United States government securities
                                   (1) exchange-listed securities
                                   (2) securities traded over-the-counter                   I.      Options contracts on:
                                   (3) foreign issues                                               (1) securities
                                                                                                    (2) commodities
                      B.           Warrants
                                                                                            J.      Futures contracts on:
                      C.           Corporate debt securities                                        (1) tangibles
                                   (other than commercial paper)                                    (2) intangibles

                      D.           Commercial paper                                         K.      Interests in partnerships investing in:
                                                                                                    (1) real estate
                      E.           Certificates of deposit                                          (2) oil and gas interests
                                                                                                    (3) other (explain on Schedule F)
                      F.           Municipal securities
                                                                                            L.      Other (explain on Schedule F)
                      G.           Investment company securities
                                   (1) variable life insurance
                                   (2) variable annuities
                                   (3) mutual fund shares

4.        Methods of Analysis, Sources of Information, and Investment Strategies.
          A.          Applicant’s security analysis methods include: (check those that apply)
                      (1)                 Charting                                   (4)         Cyclical

                      (2)                 Fundamental                                (5)         Other (explain on Schedule F)

                      (3)                 Technical

          B.          The main sources of information applicant uses include: (check those that apply)
                      (1)                 Financial newspapers and magazines         (5)         Timing services

                      (2)                 Inspections of corporate activities        (6)         Annual reports, prospectuses, filings with the
                                                                                                 Securities and Exchange Commission
                      (3)                 Research materials prepared by others      (7)         Company press releases

                      (4)                 Corporate rating services                  (8)         Other (explain on Schedule F)

          C.          The investment strategies used to implement any investment advice given to clients include: (check those that apply)
                      (1)                 Long term purchases                        (5)         Margin transactions
                                          (securities held at least a year)
                      (2)                 Short term purchases                       (6)         Option writing, including covered options,
                                          (securities sold within a year)                        uncovered options or spreading strategies
                      (3)                 Trading (securities sold within 30 days)
                                                                                     (7)         Other (explain on Schedule F)
                      (4)                 Short sales




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FORM ADV                                    Applicant:                                                                                                  SEC File Number:                       Date:

Part II - Page 4                             Cervino Capital Management LLC                                                                             801-                                   03/23/2009
5.        Education and Business Standards.
                      Are there any general standards of education or business experience that applicant requires of those involved in                                                                          Yes     No
                      determining or giving investment advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                    (If yes, describe these standards on Schedule F.)

6.        Education and Business Background.
          For:
                      each member of the investment committee or group that determines general investment advice to be given to clients, or
                      if the applicant has no investment committee or group, each individual who determines general investment advice given
                      to clients (if more than five, respond only for their supervisors)
                      each principal executive officer of applicant or each person with similar status or performing similar functions.
          On Schedule F, give the:
                      name                                                                                                      formal education after high school
                      year of birth                                                                                             business background for the preceding five years
7.        Other Business Activities. (check those that apply)
                      A.           Applicant is actively engaged in a business other than giving investment advice.

                      B.           Applicant sells products or services other than investment advice to clients.

                      C.           The principal business of applicant or its principal executive officers involves something other than
                                   providing investment advice.
                            (For each checked box describe the other activities, including the time spent on them, on Schedule F.)
8.        Other Financial Industry Activities or Affiliations. (check those that apply)
                      A.           Applicant is registered (or has an application pending) as a securities broker-dealer.

                      B.           Applicant is registered (or has an application pending) as a futures commission merchant, commodity
                                   pool operator or commodity trading adviser.

                      C.           Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:
                                   (1) broker-dealer                                                                                         (7) accounting firm

                                   (2) investment company                                                                                    (8) law firm

                                   (3) other investment adviser                                                                              (9) insurance company or agency

                                   (4) financial planning firm                                                                               (10) pension consultant

                                   (5) commodity pool operator, commodity trading                                                            (11) real estate broker or dealer
                                       adviser or futures commission merchant
                                                                                                                                             (12) entity that creates or packages limited partnerships
                                   (6) banking or thrift institution
                                 (For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.)
                      D.           Is applicant or a related person a general partner in any partnership in which clients are solicited to                                                                      Yes     No
                                   invest? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                    (If yes, describe on Schedule F the partnerships and what they invest in.)




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FORM ADV                                    Applicant:                                                                              SEC File Number:                  Date:

Part II - Page 5                             Cervino Capital Management LLC                                                         801-                              03/23/2009

9.        Participation or Interest in Client Transactions.
          Applicant or a related person: (check those that apply)
                      A.           As principal, buys securities for itself from or sells securities it owns to any client.
                      B.           As broker or agent effects securities transactions for compensation for any client.
                      C.           As broker or agent for any person other than a client effects transactions in which client securities are sold to
                                   or bought from a brokerage customer.
                      D.           Recommends to clients that they buy or sell securities or investment products in which the applicant or a related
                                   person has some financial interest.
                      E.           Buys or sells for itself securities that it also recommends to clients.

                         (For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what
                                    restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.)

10.       Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory
          accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of                                               Yes     No
          assets or other conditions for starting or maintaining an account? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                 (If yes, describe on Schedule F.)

11.       Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds
          itself out as providing financial planning or some similarly termed services:

          A.          Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and
                      triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive
                      from applicant on performing reviews, and number of accounts assigned each.

                      Michael "Mack" Frankfurter, Managing Member, Managing Director, Chief of Operations and Chief Compliance
                      Officer and Davide Accomazzo, Managing Member, Managing Director and Chief Investment Officer review all
                      accounts on at least a quarterly basis. More frequent reviews may be necessary due to the client's individual
                      circumstances, and/or economic conditions, general factors affecting the stock market, etc.



          B.          Describe below the nature and frequency of regular reports to clients on their accounts.

                      Clients will receive transaction confirmations and monthly or quarterly statements from their account custodians.




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                                                                                                                                                                                              Managed Securities
                                                                                                                                                                                              Disclosure Brochure
                                                                                                                                                                                                  23-March-2009




FORM ADV                                    Applicant:                                                                                    SEC File Number:                       Date:

Part II - Page 6                             Cervino Capital Management LLC                                                               801-                                   03/23/2009

12.       Investment or Brokerage Discretion.
          A.          Does applicant or any related person have authority to determine, without obtaining specific client consent, the:
                                                                                                                                                                                                Yes     No
                      (1) securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                                                                                                                                Yes     No
                      (2) amount of the securities to be bought or sold ? . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                                                                                                                                Yes     No
                      (3) broker or dealer to be used ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                                                                                                                                Yes     No
                      (4) commission rates paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                                                                                                                                                                                Yes     No
          B.          Does applicant or a related person suggest brokers to clients? . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .

                      For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B,
                      describe on Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions.
                      If the value of products, research and services given to the applicant or a related person is a factor, describe:
                                   the products, research and services
                                   whether clients may pay commissions higher than those obtainable from other brokers in return for those products
                                   and services
                                   whether research is used to service all of applicant’s accounts or just those accounts paying for it; and
                                   any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in
                                   return for products and research services received.

13.       Additional Compensation.
          Does the applicant or a related person have any arrangements, oral or in writing, where it:
          A.          Is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a                                                      Yes     No
                      non-client in connection with giving advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                                                                                                                                                Yes     No
          B.          Directly or indirectly compensates any person for client referrals? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                   (For each yes, describe the arrangements on Schedule F.)

14.       Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:
                                   has custody of client funds or securities; or

                                   requires prepayment of more than $500 in fees per client and 6 or more months in advance
                                                                                                                                                                                                Yes     No
                                   Has applicant provided a Schedule G balance sheet? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




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