Investment Management ServicesArdent Capital Management, Inc. was first established in 1993 as Chartwell Advisors. Chartwell
Advisors transitioned to Winston Advisors, Inc., then Winston Investment Management, Inc., and later
becoming Ardent Capital Management, Inc. Ardent provides discretionary investment management
services to clients. The firm was founded by Charles A. and Christopher J. Donabedian. After
developing a client's personal investment objectives through discussions about goals and objectives,
risk tolerance, income needs, liquidity needs and tax considerations, a written investment advisory
agreement is executed between the client and Ardent. All client accounts will be managed in
accordance with their respective investment objectives.
Portfolios may consist of one or more of the following securities:
•equities, both common and preferred
•U.S. government securities, municipal and corporate debt
•options and warrants
•certificates of deposit,
•mutual funds.
•Any other securities appropriate and consistent with the client goals, risk tolerance and
objectives.
Ardent Capital Management, Inc. manages two accounts on a non-discretionary basis. One of those
accounts holds a concentration of one or more securities in which Ardent Capital Management, Inc.
employs a derivative overlay strategy to optimize income and returns. The fees for these non-
discretionary services are negotiable.
Types of Investments
We offer advice on equity securities, warrants, corporate debt securities (other than commercial
paper), commercial paper, certificates of deposit, municipal securities, variable life insurance, variable
annuities, and United States government securities. We may invest in mutual funds that use alternative
strategies that utilize futures or options on futures.
Additionally, we may advise you on various types of investments based on your stated goals and
objectives. We may also provide advice on any type of investment held in your portfolio at the inception
of our advisory relationship.
Assets Under Management
As of December 31, 2018, we provide continuous management services for $126,705,330 in client
assets on a discretionary basis, and $48,235,148 in client assets on a non-discretionary basis.
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Investment Management ServicesFees for Ardent Capital Management, Inc.'s services are charged as a percentage of assets under
management. Clients are invoiced quarterly in arrears based upon the value of the client's account on
the last day of the previous quarter. Advisory fees may be directly debited by the custodian from client
accounts. In certain circumstances, fees and account minimums may be negotiable. The fee schedule
is detailed below:
Equity & Balance Accounts and Institutional Investors
Amount of Initial Invested Capital Annual Fee
Up to $1,500,0001.25%
1,500,001 to $5,000,0001.00%
Over $5,000,000Negotiable
The fee charged is calculated as described above and is not charged on the basis of a share of capital
gains upon or capital appreciation of the funds or any portion of the funds of an advisory client (Section
205(a)(1) of the Investment Advisers Act of 1940, as amended).
All fees paid to Ardent Capital Management, Inc. for investment advisory services are separate and
distinct from the fees and expenses relating to brokerage and/or custodial fees and commissions or
charged by mutual funds to their shareholders. The client is responsible for these fees.
Mutual fund fees are described in each fund's prospectus. These fees will generally include a
management fee, other fund expenses, and on extremely rare occasions, a distribution fee.
Accordingly, the client should review both the fees charged by the funds and the fees charged by
Ardent Capital Management, Inc. to fully understand the total amount of fees to be paid by the client
and to thereby evaluate the advisory services being provided.
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Investment Management Services and Sub-Adviser Services
As mentioned in Item 4, Ardent Capital Management, Inc. provides investment supervisory services to
individuals, pension and profit sharing plans, trusts, and business entities. The minimum account size
of client accounts is $3,000,000.00, though the firm will accept certain accounts of a smaller size, i.e.
qualified plans or IRA accounts, or after consultation with the prospective client.
Prior to engaging in investment management services, clients will enter into a written advisory
agreement with Ardent Capital Management, Inc. setting forth the terms and conditions under which
Ardent Capital Management, Inc. shall render its services (collectively the "Advisory Agreement"). The
client has the right to terminate an agreement without penalty at any time.
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A client agreement may be canceled at any time, by either party, for any reason upon receipt of written
notice. Upon termination of any account any earned, unpaid fees will be due and payable. There are
no prepaid fees.
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Ardent Capital Management, Inc. conducts fundamental research in selecting quality equity and fixed
income securities. The focus of the investment analytic process is one of determining the quality of the
company with respect to capital strength, competitive market position, and many other factors
associated with the determination of deemed value.
Risk of Loss: Investing in securities involves a certain amount of risk of loss that clients should be
prepared to bear. Where short term trading methods are employed, the cost of more frequent trades
can often incur more expense than that of a more conservative or long term purchase approach.
Questions regarding these risks and/or increased costs may be directed to the firm and its
representatives.
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Rule 206(4)-4 of the Investment Advisers Act of 1940 requires investment advisers to provide clients
with disclosure as to any legal or disciplinary activities deemed material to the client's evaluation of the
adviser. Please note, neither the firm nor its personnel have ever had any disciplinary, regulatory,
criminal, civil, or otherwise reportable history to disclose.
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Ardent Capital Management, Inc. and its management persons have no relationship or arrangement
with any related person that is material to Ardent Capital Management, Inc.'s advisory business.
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Personal Trading
As required by Rule 204A-1 of the Investment Advisers Act of 1940, Ardent Capital Management,
Inc. has adopted a Code of Ethics expressing our commitment to ethical conduct. The Code of Ethics
describes the firm's fiduciary duties and obligations to clients, and sets forth our practice of supervising
the personal securities transactions of employees who maintain access to client information.
Individuals associated with Ardent Capital Management, Inc. may buy or sell securities for their
personal accounts the same securities recommended to clients. It is our expressed policy that no
person employed by the firm shall prefer his or her own interest to that of a client or make personal
investment decisions based on the investment decisions of our clients.
To ensure compliance with the Code, Ardent Capital Management, Inc. requires that anyone
associated with this advisory practice with access to advisory recommendations provide annual
securities holdings reports and quarterly transaction reports to the firm's Chief Compliance Officer
("CCO"), Chris Donabedian. Ardent Capital Management, Inc., requires such access persons to also
receive approval from the CCO prior to investing in any IPOs or private placements (limited offerings).
Ardent Capital Management, Inc. requires that all individuals must act in accordance with our written
supervisory procedures and all applicable Federal and State statutes/regulations.
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Ardent Capital Management, Inc.'s Code of Ethics further includes the firm's policy prohibiting the use
of material non-public information. Any individual not in observance of the above may be subject to
discipline and/or termination. A copy of Ardent Capital Management, Inc.'s Code of Ethics is available
to clients upon request.
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Ardent Capital Management, Inc. generally requests that it have written authority in determining the
broker- dealer to use for client transactions and the commissions costs that will be charged for these
transactions. Ardent Capital Management, Inc. does allow for the client to select a broker-dealer if it
requested.
Ardent Capital Management, Inc. will endeavor to select brokers-dealers which will provide the best
services at the lowest commission rates possible. The reasonableness of commissions is based on the
broker's ability to:
•provide excellent trade execution,
•competitive commission rates, and
•other services.
Ardent Capital Management, Inc. uses NO Wall Street or brokerage firm research, and therefore seeks
to achieve best execution at the lowest possible price and has no obligation to use any specific broker
in return for any services rendered.
Ardent Capital Management, Inc. does receive products and services other than execution from
broker-dealers in connection with client securities transactions ("soft dollar benefits"). These data
products and services benefit us because we do not have to produce or pay for the products or
services. The products or services may not directly benefit you or your account. These data products
and services assist us in our research efforts and investment decision-making process. They include
but are not limited to:
•Bloomberg News and Data Services
•Morningstar Data
•Interactive Data Corp
•NYSE, Amex, NASDAQ, Options Clearing Corp
These data products or services may give us an incentive to select or recommend a broker-dealer
based on our interest in receiving the products or services, rather than on our clients' interest in
receiving most favorable execution. This is a potential conflict of interest. We believe, however, that
our selection of broker-dealers is in the best interests of our clients. Our selection is primarily based on
the scope, quality, and price of execution services and not the products and services that benefit only
us.
Clients, when undertaking an advisory relationship, who already have a pre-established relationship
with a broker-dealer, may request Ardent Capital Management, Inc. to execute all transactions through
that broker. At this time, there are no such relationships. Ardent Capital Management, Inc. discourages
these arrangements in the interests of achieving the best execution at the lowest price.
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In the event that a client directs Ardent Capital Management, Inc. to use a particular broker-dealer, it
should be understood that under those circumstances Ardent Capital Management, Inc. will not have
authority to negotiate commissions, obtain volume discounts and best execution may not be achieved.
In addition, under these circumstances a disparity in commission charges may exist between the
commissions charged to other clients.
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While securities in the client portfolios are monitored daily, individual client accounts are formally
reviewed quarterly by Christopher Donabedian, who is Principal and CCO of Ardent Capital
Management, Inc. Accounts are reviewed in the context of each client's stated investment objectives
and guidelines. More frequent reviews may be triggered by material changes in the client's individual
circumstances or changes in the outlook of the securities market. Unexpected circumstances or
upheaval in the economy or political environment could also result in a more frequent review.
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We do not receive any compensation from any third party in connection with providing investment
advice to you nor do we compensate any individual or firm for client referrals.
Refer to the
Brokerage Practices section above for disclosures on research and other benefits we may
receive resulting from our relationship with your account custodian.
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We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our
advisory fees may be directly debited by the custodian from client accounts. On at least a quarterly
basis, the custodian is required to send to the client a statement showing all transactions within the
account during the reporting period. It is important for clients to carefully review their custodial
statements to verify the accuracy of the calculation, among other things. Clients should contact us
directly if they believe that there may be an error in their statement.
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Ardent Capital Management, Inc. maintains written discretionary authority over client accounts. This
allows Ardent Capital Management, Inc. to determine which securities and the amounts of securities
that will be purchased or sold. Any limitations on this discretionary authority will be included in the
written investment advisory agreement. Clients may alter these limitations as required. Ardent Capital
Management, Inc. does maintain two accounts which are non-discretionary.
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Unless otherwise directed in writing by the Client, Ardent Capital Management, Inc. will have discretion
to vote proxies for securities held in the Investment Accounts. Proxy decisions will be made in the best
interest of the clients. If the Investment Account is a pension or another qualified employee benefit plan
governed by the Employee Retirement Income Security Act ("ERISA"), the right to vote such proxies is
expressly reserved for the plan's trustees.
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Under Rule 206(4)-4 of the Investment Advisers Act of 1940, investment advisers are required to
disclose certain information about their business practices that might serve as material to the client's
decision in choosing an investment adviser.
At this time, Ardent Capital Management, Inc. does not require the pre-payment of any fees or
maintain any financial hardships or other conditions that might impair its ability to meet its contractual
obligations to clients.
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