Brook Capital (“BC”) is a SEC registered investment adviser with its principal place of business located in Brookfield, Wisconsin.
Brook Capital began conducting its business as Ramiah Investment Group in 2004. Ramu Ramiah is the firm’s principal shareholder.
A. Managed Portfolios: At Brook Capital, we focus on a core group of internally managed portfolios for our Clients, depending on
the Client’s risk tolerance and investment objectives. BC manages Client Accounts on a discretionary and non-discretionary basis,
and provides continuous management where applicable in accordance with a signed Investment Management Agreement (hereinafter
“IMA”), and a Client profile where risk tolerance and investment objectives are determined. Where a Client has multiple accounts,
there may be differing investment objectives. Investment recommendations within the managed portfolios are made without
considering potential tax consequences to the Client. We depend on our Clients to notify us when, and if, the Client’s financial
circumstances change, so that we can determine if there needs to be a change in the investment strategy and allocation.
For discretionary accounts, the initial allocations and ongoing trading (buy, sell, exchange and, or otherwise change in allocations)
will be made in line with the strategy of each recommended portfolio without prior Client approval of each transaction. BC has
trading authorization over the assets in the account. Trading authorization allows us to determine whether to sell or buy securities. The
Investment Management Agreement guides all asset allocation and investment selection decisions. BC is NOT authorized to
withdraw cash or securities from the Client’s accounts other than in connection with the payment of BC’s advisory fees. In non-
discretionary accounts, prior Client authorization is obtained before a recommended trade is entered. Non-discretionary accounts
may be either fee based or commission based (where the client pays the service charges, commissions, sales loads and mutual fund
trailers) accounts.
B. 401(k) Advisory Services: BC provides investment advice to clients who seek advice in choosing and allocating investments
within their 401(k), 403(b), annuity or insurance policy account (“Account”). Recommendations are made in light of current market
conditions and the investment options available in the Client’s Account. BC does not exercise any discretion over the Client’s 401(k)
accounts, nor do we have custody over the Client’s assets. BC does send periodic updates via e-mails suggesting changes to the
Client’s position held in the Account. The recommendations are made from the fund choices available in the Client’s plan. If the
Client chooses to follow the recommendations received, the Client is responsible for the execution of the recommendations.
C. Financial Planning: When requested, BC provides financial planning services that take into consideration the client’s tax situation,
insurance, retirement, education and estate planning needs. Financial planning services may include consultations and, or written
plans which analyze a client’s financial situation and recommend appropriate strategies and methods of implementation.
D. Other: Brook Capital does not issue periodicals about securities on a subscription basis nor provide a timing service, nor furnish
advice on matters not involving securities. BC does not offer tax or estate planning advice.
As of December 9, 2019, BC has $140,784,355 of assets under management. Of these assets, $107,233,348 are managed on a
discretionary basis and $33,551,007 are managed on a non-discretionary basis.
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A. Managed Accounts: Fees are calculated on the total market value of the assets under management as determined by the fee
schedule below.
Account Value Annual Advisory Fee*
First $500,000 3.0%
Next $500,000 2.5%
Next $1,500,000 2.0%
Over $2,500,000 1.5%
The negotiable fees are billed in advance, and paid quarterly at the start of the quarter and calculated on the ending asset balance of the
previous quarter. In any partial billing period, the management fee will be pro-rated based on the number of days that the account was
open. Total assets subject to fees include both liquid marketable securities and cash and cash equivalents. A minimum annual fee of
$1000 will apply to all accounts. The annual fee depends on the size and complexity of the client’s account. If the management
agreement is terminated by the client, any prepaid fees will be refunded on a pro-rated basis. A third-party Custodian calculates the
value of the securities in the Account and deducts the fees from the account. The value of the securities is its closing price on the
valuation date on the principal market where the securities are traded. *In these accounts, BC charges no further commissions or any
675 N. Barker Road, Suite 200, Brookfield, WI 53045 Tel: 262 784-7205 Fax: 262 784-7206 5
transaction, or custody fees. Investment accounts may include Exchange Traded Funds (ETFs), index funds, inverse index funds or
mutual funds. ETF’s, index funds, inverse index funds and mutual funds may incur internal fees and expenses that are not paid to BC
and are separate and apart from BC’s Advisory Fees. In certain accounts, the Broker-dealer or Custodian may charge additional
fees.
B. 401(k) Advisory Services: The fee for this service is an annual, non-refundable fee of $350 paid in advance. This fee may be
subject to change.
C. Financial Planning: BC may provide financial planning, which is an evaluation of a client’s financial state using currently known
variables to predict future cash flows and asset values. We gather information through an in-depth interview and a questionnaire
completed by the client. BC charges a negotiable, hourly flat fee or an annual retainer for Financial Planning services. Fees are based
on the complexity and size of the assets. If the client chooses to implement the Plan through BC, commissions or fees resulting from
the purchase or sale of products in the Plan are in addition to the fee paid for formulating the Financial Plan. BC may have a conflict
of interest in implementing the Plan as it may receive commissions on insurance or securities purchased or sold. Accordingly, the
Client is not obligated to implement the Plan through BC.
D. Other: All fees paid to BC for investment advisory services are separate and distinct from the fees and expenses charged by
mutual funds to their shareholders. These fees and expenses charged by mutual funds are described in each fund’s prospectus and, or
statement of additional information. Mutual fund fees generally include a management fee, other fund expenses, and a possible
distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. The investment advisers
in their separate capacities as registered representatives, associated with Western International Securities, Inc. may also receive 12b-1
fees in this manner.
If the investment advisers receive any portion of these commissions for a fee-based account, including trailing 12b-1 fees from
securities transactions directed to them for an ERISA account of an investment advisory client of BC, such commissions and 12b-1
fees will be refunded to the advisory client.
Brook Capital may also charge fees for financial planning and investment advice.
Non-Discretionary Commission based accounts will be subject to ticket charges, service charges, commissions, sales loads and
mutual fund trailers but will not be subject to advisory fees. When account assets are invested in mutual funds, BC may receive the
associated sales charge. Also, clients may indirectly pay for advisory services provided by the mutual funds’ advisers and other fund
expenses, for example, 12b-1 fees. In some cases, BC receives 12b-1 fees from the funds in which clients’ assets are invested. In
these commission-based accounts, the client may be responsible for paying various custodian fees, including but not limited to transfer
taxes, transaction charges, exchange fees, margin fees and odd lot differential fees.
In Non-Discretionary Fee based accounts, the total fees charged may be higher or lower than if a client paid separately for all
account services in a commission based account depending on a number of factors including frequency of trading.
Note: Additional fees may be incurred if particular services like wire transfers, cash management accounts that have checking or
credit card features, or courier deliveries are utilized. These fees are subject to change and clients should be aware that BC may
receive part of the fees, sales load, trailers and commissions for providing the services. Based on the activity in an account, a client
may pay more or less for a managed account than if the Client had a brokerage account or an account held directly with a mutual fund
company. The Client should verify that the fees charged in the Account are accurate.
E. Brook Federal Advisors: Brook Federal Advisors (“BFA”) is an entity connected with Brook Capital, that provides services to
Federal Employees to help them with their federal benefit planning through personal counseling. The client may implement this plan
at BC or elsewhere. Any investment advice and execution is done through Brook Capital. This may present a conflict of interest.
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Brook Capital provides Investment Services to national and international clientele who are individuals. We also provide investment
advice to trusts, charitable organizations, pension and profit- sharing plans and corporations. The standard minimum account size is
$100,000. (This is negotiated with the client on a case by case basis.)
675 N. Barker Road, Suite 200, Brookfield, WI 53045 Tel: 262 784-7205 Fax: 262 784-7206 6
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Investment decisions in the BC managed portfolios are based on two prevailing philosophies:
A. Dynamic Portfolios:
In the Dynamic Portfolios investment decisions are based on technical analysis, and assets and asset class trends, as well as relative
strength compared to the overall market(s). To adapt to market volatility, BC offers a group of dynamic portfolios at various risk
levels that attempts to stay invested in good markets but go to cash or equivalents in significantly down trending markets.
This is an active strategy and may not be suitable for all investors.
B. Long Term Growth and Fixed Income Portfolios
In the LongTerm Growth and Fixed Income Portfolios, allocations are made to appropriate asset classes, mainly utilizing index ETF's
and individual stocks for some portfolios for the long term. The positions are allocated and established to be held for longer periods of
time, but are reallocated when BC determines it is necessary.
In order to adapt to client risk tolerance, BC offers the above portfolios that may have exposure to domestic and international equities,
domestic and international bonds, real estate investment trusts, commodities and currencies. The use of computer models does not
provide, imply or constitute a guarantee of performance. Any market exposure always entails the possibility of substantial loss of
equity and it is possible to lose money by investing in the portfolios. BC makes no representation of the likelihood or probability that
any proposed investing plan will in fact achieve a particular investment goal. Various types of risk are involved in investing in
securities and ETF’s. The kind of risks include, but are not limited to economic risk, market risk, inflation risk, liquidity risk and
credit risk. While some types of risk can be mitigated by investment strategies, these risks cannot be eliminated completely.
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BC employees may be dually registered as investment adviser representatives (IAR’s) and as Broker Dealer representatives. They
may in their role as broker-dealer representatives buy and sell stocks and insurance products for sales commissions.
Ramu Ramiah, and Jason Visner are also counselors with Brook Federal Advisors (BFA). In this capacity, they advise and educate
federal employees on their federal benefits.
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A.Conflicts of Interest: Brook Capital and its investment advisers representatives (IARs) may be engaged in professions other than
providing financial planning and investment advice. The IARs in their separate capacities as registered representatives associated with
a broker dealer, Western International Securities (hereinafter “WIS”), sell securities and insurance products for sales commissions. In
their capacity as registered representatives, some IARs may be licensed with certain states to sell insurance products through
appointment with certain insurance companies. The amount or manner of compensation that IAR’s receive in their capacity as an IAR
and registered representative with a broker dealer, may present a conflict of interest.
In their separate role as Registered Representatives they place securities transactions through WIS, normal and customary sales
commissions are paid to BC. These activities take up a small portion of their time. Registered Representatives may also serve as the
broker of record for 401k plans and receive commissions and trailing fees in that capacity.
Clients should be aware that a conflict of interest exists between the interests of BC and the interests of the Client; and the Client is
under no obligation to act upon BC’s recommendations; and if the Client elects to act upon any of the recommendations, the Client is
under no obligation to effect the transaction through the broker-dealer that is recommended by BC.
BC may be paid rebates on Money Market funds held in various Investment Advisory Portfolios managed by BC, this represents a
conflict of interest. This rebate compensation may be a conflict because it may cause the manager to hold the security in the account
that he would liquidate if he was not receiving the compensation. The conflict is mitigated by the Manager’s duty to act as a fiduciary
as well as the fact that the Manager’s compensation increase is nominal, whilst the Money Market funds generate income for the
client.
B. Code of Ethics: Brook Capital has adopted a Code of Ethics, pursuant to SEC rule 204A-1, to attempt to establish rules of conduct
that promote honest and ethical conduct, minimize potential conflicts of interest, and foster a culture of ethical standards of conduct
675 N. Barker Road, Suite 200, Brookfield, WI 53045 Tel: 262 784-7205 Fax: 262 784-7206 7
where BC and its employees act in the best interest of its clients. The underlying principle of the Code of Ethics is that BC owes a
fiduciary duty to its clients. A copy of BC’s Code of Ethics is available upon request.
C. Personal Trading: On occasion the principal and employees of BC may buy or sell securities for their own accounts that they
recommend to clients as long as they do not disadvantage the client while trading their own account. There should be no conflict of
interest as the securities are widely held and publicly traded, and the accounts are too small to affect the market. Such stock orders
may be executed as price-averaged block trades, with allocations done pro-rata among the various accounts, including the personal
accounts of employees of BC. BC employees are however, not permitted to recommend or purchase securities for a client in which
they have a material financial interest.
D. Other Business Activities: The principal and employees of BC may sell securities and insurance products for sales commissions.
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Brook Capital has advisory and non-advisory fee-based clients. If the advisory fee-based clients want Brook Capital to recommend a
broker, and implement the advice, they will be directed to Western International Securities Inc.. Clients may be able to obtain lower
fees and commissions from other investment advisers and we may be unable to obtain best execution through Western International
Securities, Inc.. Clients should consider whether the managed account fees would exceed the aggregate cost of obtaining such
services separately, the amount of portfolio activity in the client’s account, the value of the custodial and other services provided and
the potential price difference in order execution.
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Investment Advisory Accounts are reviewed on an ongoing basis by the Investment Adviser Representatives. The calendar is the
triggering factor and there are no different levels of review. All Clients with Investment Advisory Accounts directly managed by BC,
will receive a written quarterly breakdown of positions and unrealized and realized gains and a performance summary. In addition to
these reports, each Client receives statements and confirmations from their broker dealers, custodians and mutual funds and other
money managers as appropriate. BC does not provide performance summaries, statements or confirmation for 401(k), 403(b) Annuity
Advisory services and other external plan management services.
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Brook Capital has written solicitor agreements with individuals who are compensated for referring clients to BC. Client fees are not
affected by the compensation made to the solicitor.
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BC does not have custody of Client funds. The funds (including stocks, cash and other holdings) are held at a third-party qualified
custodian, Pershing LLC. The custodian deducts the advisory fee directly from Client accounts. Account statements are prepared and
sent directly to the Client by the Custodian. Clients should read their account statements carefully and compare it to the portfolio
reports prepared by the Brook Capital or the Broker Dealer. If there are any discrepancies please contact us at 262 784 7205.
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In the discretionary accounts BC has the authority to make decisions regarding purchases and sales of equities, fixed income products
including bonds and certificates of deposit, and other securities traded on a national exchange without contacting the client prior to
each trade to obtain the client’s permission. BC is also responsible for the larger strategic investment decisions such as determining
the asset allocation targets and the investment style. Clients give us discretionary authority when they sign the appropriate Investment
Management Agreement. Discretionary authority may be subject to reasonable investment restrictions imposed by the client. BC will
endeavor to follow reasonable investment restrictions, but we will not be able to accommodate investment restrictions that are unduly
burdensome or materially incompatible with our investment approach.
In the non-discretionary accounts BC will obtain the client’s oral or written approval before a trade is placed.
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A. Prepayment of Fees: BC does not require prepayment of more than $1200 in fees per client, six months or more in advance.
Advisory fees for account management are paid quarterly in advance.
B. Financial Condition: Currently, there are no financial conditions that would impair our ability to meet our contractual
commitments to our clients.
675 N. Barker Road, Suite 200, Brookfield, WI 53045 Tel: 262 784-7205 Fax: 262 784-7206 8
Item 19. Education and Business Background
A. Ramu Ramiah is the portfolio manager for Brook Capital (previously Ramiah Investment Group). Ramu is a graduate of Yale
(MBA 1989) and the University of Malaya (B.S. Mech. Eng. 1980). Ramu was born in 1955. He worked in the oil industry with
Schlumberger International in Australia and Indonesia before going to business school in 1987. Before founding Ramiah Investment
Group, in 2004, Ramu Ramiah was affiliated with Prudential Securities/Wachovia Securities from 1992 to 2004. Ramu Ramiah has
concurrently been a Registered Representative with Round Hill Securities from 2004-2005, and with First Allied Securities (which
acquired Round Hill Securities) from 2005-2018, and Western International Securities, Inc. from 2018 to present.
B. Jason Visner is an Investment Adviser Representative registered in Wisconsin. Jason is a graduate of the University of Notre
Dame (MBA 2002; B. S. Mech. Eng. 2001). Jason was born in 1980. Before joining Ramiah Investment Group (now Brook Capital)
in 2010, Jason was the Production Manager at Lakeside Development, an architectural firm (2004-2010). He has had experience
working as a Mechanical Engineer for Harley-Davidson (2002-2003) and as Manager for Design Build by Visner (2003-2004). He
was concurrently been a Registered Representative with First Allied Securities from 2010-2018, and with Western International
Securities, Inc. from July 2018 to the present.
C. Daena Beth Ramiah is an Investment Adviser Representative registered in Wisconsin. Daena joined Brook Capital in 2017. Daena
is a graduate of Stanford University (MBA 2013) and Yale (B.A. Mathematics and Economics). Daena was born in 1986. Before
joining Brook Capital, Daena worked in healthcare administration with Sutter Health and was a management consultant with the Boston
Consulting Group. She has concurrently been a registered representative with First Allied Securities from 2017-2018, then with Western
International Securities, Inc. from 2018 to the present.
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