RIA Brochure 2016 (ADV part II )

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This Brochure provides information about the qualifications and business practices of Northstar Strategic Investments (hereinafter “Northstar”). If you have any questions about the contents of this Brochure, please contact Serge Dadesky, President and Managing Member at Northstar at 386-233-3458 or info@northstarstrategicinvestments.com.

The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Northstar is an investment advisor registered with the State of Florida. Registration of an Investment Advisor does not imply any level of skill or training. The oral and written communications of an Advisor provide you with information about which you determine to hire or retain an Advisor.

Additional information about Northstar also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for Northstar is 155202.

Item 2 – Material Changes

Since the last filing, May 2015, the following items have material changes of which you should be aware:

Clara Dadesky is no longer the active operations manager, though she does work on a periodic business assisting Serge Dadesky in administrative functions. . Serge Dadesky has assumed the responsibilities of operations manager and any enquiries regarding such matters should be directed to him.

Wrap” accounts have now been relabeled as “managed” accounts to avoid confusion with another common market product. The actual billing terms have not changed.

Client accounts are now billed on a monthly basis, not on a quarterly basis as in earlier years. Customer reports are also sent out monthly.

Two new account choices are available (see Fees and Compensation below,).

In March 2011, Northstar ceased doing business as a broker of BrokersXpress. In many cases clients were advised to leave their assets with the successor broker-dealer, OptionsXpress to avoid unnecessary fees on long term assets, or because certain assets could not be held at Northstar’s existing custodians. Northstar no longer had access to those client accounts and statements from that period on, and no longer billed any fees for assets held at OptionsXpress.

After three years of testing, Northstar is pleased to introduce a series of strategies that rely on algorithmic trading using proprietary programs developed by Northstar. Clients must sign the algorithmic trading agreement to participate in these.

Page 9, Current financial statement has been updated to reflect latest fiscal year.

Our Brochure may be requested by contacting Serge Dadesky at 386-233-3458 or info@northstarstrategicinvestments.com. Additional information about Northstar is also available via the SEC’s web site www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Northstar who are registered, or are required to be registered, as managing representatives of Northstar.

Northstar will update its brochure each year at the time of filing the annual updating amendment with IARD, and promptly notify affected clients whenever any information in the brochure becomes materially inaccurate. Additionally, in the event the brochure is updated for a separate reason in between annual amendments, Northstar will also note any fee schedule changes as well. All updates to the brochure will be filed through the IARD system and maintained in Northstar files.

Item 3 -Table of Contents

Item 1 – Cover Page

Item 2 – Material Changes

Item 3 -Table of Contents

Item 4 – Advisory Business

Item 5 – Fees and Compensation

Item 6 – Performance-Based Fees and Side-By-Side Management

Item 7 – Types of Clients

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

Item 9 – Disciplinary Information

Item 10 – Other Financial Industry Activities and Affiliations

Item 11 – Code of Ethics

Item 12 – Brokerage Practices

Item 13 – Review of Accounts

Item 14 – Client Referrals and Other Compensation

Item 15 – Custody

Item 16 – Investment Discretion

Item 17 – Voting Client Securities

Item 18 – Financial Information

Item 19 – Requirements for State-Registered Advisers

Item 4 – Advisory Business

Northstar provides Investment Supervisory Services, defined as giving advice to a client and making investments for a client based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client’s particular circumstances are established, Northstar develops a client’s personal asset allocation model and creates and manages a portfolio based on that model.

Northstar will manage advisory accounts on a discretionary and non-discretionary basis. The investment model will contain assets in classes that Northstar believes, based on historical data, have attractive combinations of return risk, and correlation. Account supervision is guided by the objectives of the client in conjunction with his particular investment model. For each account, Northstar creates a portfolio consisting of one or more of the following: individual equities, fixed instruments, exchange traded funds (ETFs), closed-end funds (CEFs),options, cash, and load, no-load and load-waived mutual funds.

Northstar allocates the client’s investable assets among various instruments taking into consideration the asset allocation model selected by the client. Should mutual funds be used, they will be selected on the basis of any or all of the following criteria: the fund’s performance history; the industry sector in which the fund invests; the track record

Fees are billed monthly at the end of each month. Clients are free to choose from any of Northstar’s fee structures, and to change these choices at any future time by signing a new agreement. We cannot negotiate individual fees for one particular client, as this would violate our goal of non-discrimination among clients and could lead to an investment bias in favor of certain clients over others. However, if a new fee structure makes sense and is suggested to us by a client, Northstar may choose to incorporate that new structure and extend it to all clients.

Fees will be deducted directly from the client’s account through their qualified custodians. Invoices are sent to the clients at the end of each month.

As of December 31, 2016, Northstar managed 6,000,000 million on a discretionary basis on behalf of approximately 29 clients.

CONSULTING SERVICES:

Clients can also receive investment advice on a more limited basis. These fees are based on the client’s financial situation and will involve providing a variety of advisory services depending on the scope and complexity of the plan, the client’s situation and their financial objectives. Fees are due upon completion of services rendered.

These consulting services may include advice on other areas of concern such as estate planning, retirement planning, reviewing a client’s existing portfolio, or any other specific topic. Northstar also provides specific consultation and administrative services regarding investment and financial concerns of the client.

Additionally, Northstar provides advice on non-securities matters. Generally, this is in connection with the rendering of estate planning, retirement planning, philanthropic and charitable planning, bill payment, as well as trust, insurance and/or annuity advice.

Northstar was incorporated in July, 2010 by Serge P. Dadesky and at this filing has in excess of $6 million in assets under management. Serge has been active in the financial business since 1986. He passed his Series 7 examination in 2008, but has allowed that certification to lapse. As an IAR, Nothstar does not charge by the transaction, but rather on a fee based schedule or by the hour as delineated below. Serge now has Series 66 and insurance is a licensed insurance agent for life, health, disability, long term care and annuities.

Item 5 – Fees and Compensation

Northstar offers its client’s fiver choices of advisory accounts and fees:

1. AUM-Based Managed Accounts A (Discretionary or Nondiscretionary (limited trading)

2. AUM-Based Managed Accounts B (Discretionary only) (frequent trading)

3. Performance Based Managed Accounts (Discretionary accounts meeting SEC Qualified Regulations under Rule 205-3)

4. Performance Based Managed Accounts with guaranteed floor (Discretionary accounts meeting SEC Qualified Regulations under Rule 205-3)

5. Consulting fee accounts.

6) Performance Based Managed accounts with a guaranteed floor. (Discretionary only – all client profiles)

For all of the accounts described below, it is important to note that Northstar’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties, such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.

Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and costs are exclusive of and in addition to Northstar’s fee, and Northstar shall not receive any portion of these fees, and costs. Item 12 further describes the factors that Northstar considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).

Northstar’s will calculate Assets Under Management by using the balance on the last day of each calendar month. For example, billing for January of any year will occur using the January 31 numbers, and will be billed sometime in early February. Fees based on realized performance will use the difference between the end of month figures and the earliest date of the month for which an account value existed.

1) AUM-Based Managed Accounts A

Is defined as “monthly fees for Assets under management, invoiced at the end of each calendar month. Trading turnover is limited to less than 200% per portfolio year (Example: $10,000 trade bought and sold one time is a 100% turn-over). Client will pay all net transaction costs incurred. Accounts may be discretionary or nondiscretionary. Fee schedule for Assets under management:

First $3,000,000 .125 per month (1.5% annually)

Next $2,000,000 .08333 per month (1.0% annually)

Remaining Balance 0.75% .00625 per month (.075% annually)

AUM-Based Managed Accounts B

Is defined as a monthly fees invoiced at the end of each calendar month for five percent (5%) of Assets under management. Trading turnover is generally higher than 200% per portfolio per year. These are discretionary traded accounts for investors not meeting SEC Qualified Investor Criteria (Rule 205-3) who wish to benefit from high-frequency trading strategies undertaken by Northstar.

3) Performance Based Managed account

Amended Performance Based Account: Any new performance based accounts will be charged a mininum administrative fee of 0.50 % per year (0.0416% per month) of Assets under Management , in lieu of a fee of 20% of monthly positive profits, after trading costs and administrative fees have been subtracted. The administrative fees are billed as a percentage of total assets held in the account at the end of each monthly billing cycle. Profits are also calculated by comparing the end of the month’s balances with the previous month’s closing balance.. Percent of positive profits is calculated based on highest balance of the account, after accounting for any customer deposits or withdrawals. This amended performance based account represents a lessening of 5% of the fees charged on any profits generated by the account, but an increase from 0% to 0.50% on the overall client’s assets under management.

Grandfathered Performance Based Managed Account: This account type is restricted to clients who opened accounts with Northstar prior to January 2014. Those clients can opt to continue with their old terms or the new ones describe in the previous paragraph. A reallocation to the amended model must be done in writing and signed by all parties.

The grandfathered Performance Based Managed Account is charged a fee of 25% of monthly positive profits, after trading costs and administrative fees have been subtracted. There are no other fees charged by Northstar.

Performance Based Managed Accounts are typically accounts with high levels of active discretionary trading. Turn-over rate usually exceeds levels of 300% and higher. Percent ofmonthly positive profits is calculated based on highest balance of the account. Accounts limited to investors meeting SEC Qualified Investor Criteria (Rule 205-3) of $1 million under management with the Advisor or Advisor has been informed that client has a net worth of at least $2 Million. (Clients with lesser assets who became clients of Northstar prior to Feb 2012 may be grandfathered in to less onerous restrictions: see aforementioned rule 205-3.)

4) Performance Based Managed Accounts with guaranteed floor

These accounts are used to showcase Northstar’s ability to make money using options trading, and is usually intended to introduce sophisticated investors to this often new world.

These accounts invest in frequent options trades, targeting yearly average gains in the 20% to 70%. The accounts can suffer from peak to trough drops of as much as 50%. In these accounts, Northstar shares in the downside risk 100%. But it participates 50% in the upside gain, until profits are doubled, and 30% on profits above that. Each investor is currently limited to a $10,000 initial investment, although Northstar may raise that limit in the future if its balance sheet allows it. The investor invest for a minimum period of one year, and a maximum period of one year, with automatic termination at that point. In that period, any losses are incurred exclusively by Northstar. Northstar reserves the right not to renew this type of agreement for the next year at its own discretion.

5) Consulting fee accounts

Northstar charges the client based on a predetermined, written level, negotiated individually based on the complexity of the issues at hand. Generally, these services range from $150 to $500 per hour.

The specific manner in which fees are charged by Northstar is established in a written agreement with Northstar. A client relationship minimum of $50,000 of assets under management is generally required for Northstar’s investment advisory services established in the form of an AUM – based account. Nevertheless, a client’s acceptable relationship size may be less under certain circumstances. In addition, Northstar may group certain related clients for the purposes of achieving the minimum account size and determining the annualized fee.

Management fees shall not be prorated for each capital contribution and withdrawal made during the applicable calendarmonth (with the exception of de minimis contributions and withdrawals). Accounts initiated or terminated during a calendarmonth will be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

Performance Based Managed Accounts are reserved only for discretionary accounts involving very high levels of active trading. These will involve accounts where the turnover rate can exceed levels of 200% and 300% of the principal invested in a yearly period. Clients must give full discretion to Northstar in the managing of these accounts, but are free to add or subtract from their assets in the accounts at any time or to use an alternative custodian. Northstar reserves the right to add or change custodians as it deems appropriate. Fees shall be deducted directly from the custodial account.

New Algorithmic Trading Style

Northstar is a big believer in deploying the power of computer technology to empower trading decisions. For all of the aforementioned 4 types of accounts except for consulting fee accounts, Northstar now offers the possibility of having a part or the whole of an account invested using our proprietary Algorithmic Trading Programs . These strategies are currently only possible for clients using Interactive Brokers as the custodian.

Northstar has developed a number of proprietary algorithmic models to enable customers to pursue conservative, moderate or aggressive strategies. Such strategies are available to any class of client, although smaller sized accounts should be aware that the frequency of trading and comparatively higher trading costs can dampen performance viz-a-viz larger portfolios. In such cases, Northstar will provide guidelines as to the minimum portfolio size that makes financial sense for the investor.

Clients should understand that such algorithmic trading programs in many cases have not been subject to the test of real historical trading results. The backtested simulations that are used to demonstrate their probable past performance may not be representative of the future. The investor should consult some of the differences featured in this article: https://www.blue-point-trading.com/trader-toolbox/specific-topics/algorithmic/backtesting-results-do-not-equal-live-trading-results

Clients wishing to participate in these algorithmic strategies must sign an additional Algorithmic Trading Agreement and full discretionary rights must be granted to Northstar by the investor. While the processing power, accuracy and speed of computers can greatly enhance achievable “alpha” performance, the use of computers introduces a new level of risks related to computer outages and data security which an investor must acknowledge.

Item 6 – Performance-Based Fees and Side-By-Side Management

In some cases, Northstar has entered into performance fee arrangements with qualified clients: such fees are subject to individualized negotiation with each such client. Northstar will structure any performance or incentive fee arrangement subject to Section 205(a)(1) of the Investment Advisors Act of 1940 (The Advisors Act) in accordance with the available exemptions hereunder, including the exemption set forth in Rule 205-3. In measuring clients’ assets for the calculation of performance-based fees, Northstar shall include realized and unrealized capital gains and losses. Performance based fee arrangements may create an incentive for Northstar to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Northstar has procedures designed and implemented to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Serge P. Dadesky is the portfolio manager handling both AUM – based accounts as well as performance-based accounts. Because Northstar makes the same amount of money from AUM-based accounts regardless of actual performance – a percentage of assets under management – an inherent bias exists to pay more attention to accounts which are performance-based, as this potentially generates more revenue. In order to minimize the occurrence of favoring higher revenue accounts, Northstar chooses to focus its efforts on fewer investments and investment vehicles. Thus, if an investment is selected as part of a short-term swing-trading strategy for high frequency trading accounts, it will often be comprised of the same securities held by other investors in less frequently traded accounts.

Only the frequency of the trades will vary in the two accounts. Thus, a sudden rise or dip in a position’s value will immediately be noticed in the actively traded account. If the rise or dip is significant enough to materially affect long term positions, Northstar will re-evaluate those longer terms positions and make changes as appropriate. Because active and longer term accounts are consciously being focused on for the same groups of underlying securities, longer term accounts benefit from the attention being devoted to active strategies. Instead of being hurt by a deficit of attention to their portfolio holdings and longer term accounts are benefiting from the extreme focus on those securities’ performance and their underlying fundamental and technical trends. Secondly, all longer-term accounts are reviewed at least once a month, and each position in the account is subjected to a fresh evaluation to ensure that it still meets the customer’s objectives and is within the customer’s desired risk parameters.

Finally, if despite the measures taken above, Northstar ever comes into the situation of having insufficient time to monitor customer investments, the company reserves the right to pare down the ranks of its customers. The company would then focus on fewer product lines, and servicing remaining clients better.

Item 7 – Types of Clients

Northstar may provide portfolio management services to individuals, high net worth individuals, corporate pension and profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, registered mutual funds, private investment funds, trust programs, sovereign funds, foreign funds such as UCITs and SICAVs, and other U.S. and international institutions.

The below account balance minimums must be met for a Client to participate in Northstar’s services. Northstar reserves the right to alter or waive these requirements at its discretion. Actively – traded accounts are generally available only for Clients with an initial portfolio value of at least $50,000. However, Northstar may waive this requirement at its option depending upon the circumstances of a particular Client. Northstar reserves the right to terminate the Client agreement at any time portfolio assets are less than $50,000, the Client Agreement is subject to termination at Northstar’s option. Consulting Services Program arrangements do not have a specified portfolio minimum and are subject to the discretion of Northstar and the mutually agreed upon terms of our clients.

Under certain circumstances, and only when germane to the risk profile needed to qualify an investor for a specific investment or investment strategy, Northstar is required to release to outside portfolio managers personal details about a client, such as net worth, income or existing investment holdings. When such third-party information sharing is required, clients will be made aware of it in advance and must give their accord before the information is released to the outside portfolio manage.

We collect certain nonpublic information such as client social security number, household assets, income, and property information, as well as transactions with Northstar, our affiliates or other relevant sources.

Information We Disclose

We do not disclose any nonpublic personal information about our customers or former customers, except to companies that perform services on our behalf, and as permitted by law to State & Federal Agencies in the process of audit.

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss

When considering investing in stocks and investing with Northstar in particular, we caution investors about the following risks and considerations. We take these points very seriously and expect our investors to do so as well. Northstar and it’s portfolio manager is subject to the supervision of the Florida Department of Financial Regulations.

Do Not Expect Historical Returns – Past results are no guarantee of future performance. We are not just saying this. Past results are only one piece of information to consider in selecting a manager. Particularly important in evaluating a manager’s past performance is to look at the causal factors affecting that bad performance, and to place that performance in the context of other managers in that same investment class. Investments move in cycles – Northstar believes that all investment classes are subject to longer term fundamental and technical cycles. The confluence of these sometimes convergent, sometimes divergent cycles is what propels investments to higher or lower valuations. The fact that an investment has underperformed in a previous period may be just the reason why it will over-perform in another, but such a result is not automatic. You Can Lose Everything. Investing in stocks is inherently risky and can result in complete loss of capital.

While diversification and buying stocks with limited perceived downside can limit this risk, any investment in stocks can go to zero. Consider the recent bankruptcies of GM, Circuit City and Lehman and the plunge of Citigroup and AIG. Similarly, an investment in “secure” , “safe” investments can turn out not to be secure at all: investors in AAA guaranteed Lehman Brothers bonds found this out when they lost 85% of their principal in the Lehman Brother’s bankruptcy. Holders of collateralized mortgage obligations – given AAA rating by the leading Rating Agencies such as Moody’s and Standard and Poors – also discovered this hard fact. For this reason, Northstar reads all the known rating literature, but it does not rely on this literature as a sole basis of its investment decisions. Also, Northstar’s investment approach always attempts to view an investment’s return from a worst-case perspective, and then balances those risks off with the potential return in evaluating its appropriateness for a customer’s portfolio.

Limit the losses– Northstar’s strategy (and any good strategy in our view) is geared to limiting losses. Unlike many investment management firms, Northstar does not believe that buy-and-hold strategies are the safest or even best long-term investment strategies. On the contrary, Northstar believes that all investments and securities run in hot and cold cycles. An investor is best served by paying attention to the factors that affect those cycles. A smart investor will limit his losses – to the degree possible – against large losses in any positions, using such known tools as stop limit positions, careful use of defensive options, and a diversified approach. Northstar believes that at certain critical times, the best position may be to avoid the market altogether and stay on the sidelines in cash. The use of long-short strategies, both buying and short-selling different investments at the same time, can also greatly neutralize the risk to a portfolio from larger macroeconomic disruptions.

Diversify Across Asset Classes - A Northstar portfolio is not considered appropriate for an individual or an entity’s entire portfolio. Diversification across assets is a tool to limit downside risk. An individual will be well served to own other investment classes, such as real-estate, rental properties, or private interests in an ongoing business.

Some of Our Investments Will Fail – Investing in stocks is highly uncertain. Rigorous research and buying discipline can improve the odds of success, but there will always be companies that fail. While we strive to pick good companies with limited downside risk, some have experienced and will experience significant drops in value or a complete loss.

We Strictly Follow Our Strategy – At Northstar an equity position is undertaken only after undergoing strict fundamental, qualitative and technical analysis. When we are taking a long position, we want the company in question to have sound financial health and superb long-term prospects, not just a nice lineup of technical indicators. Similarly, we don’t like to short good stocks, stocks that we believe, in the long run, must gain in value. In extreme cases, in which a good company is grossly overvalued, Northstar may choose to short that company’s stock for short-term gains in actively traded accounts. Vice-versa, for an active trader seeking short term gains, Northstar may choose to take a long position in a company that has poor long term prospects, but whose stock has recently dropped to below its fundamental value. But such cases are exceptional: in short term trading Northstar tries to move with the long term trend, not against it, so we pay attention to fundamentals.

No Two Accounts Will Be Identical and Therefore Will Not Produce Exactly the Same Performance – Our analysts’ buy recommendations can change rapidly as stock prices fluctuate or when we find new ideas. The timing of opening an account and subsequent cash flows can significantly affect the portfolio’s composition.

Less is Better – In general, we do not believe a client is best served by spreading his investments too widely. We believe in the virtue of sector diversification, but many funds carry diversification to too much of an extreme, owning too many stocks in too many sectors. By following fewer companies, instead of hundreds, Northstar feels it can focus on the best companies, the leaders in their respective sectors, and improve investment results. Downside risks are limited by diligent monitoring of the companies results and news, as well as hedging tools. Similarly, Northstar believes that macroeconomic policy permits the identification of probable sector winners and losers, as well as geographical winners and losers. Northstar believes in actively re-deploying its portfolio in more promising sectors. Of course, this is NOT a strategy of chasing past winners, or buying yesterday’s wonder fund.

Smaller Companies Can Be Particularly Risky – In general, small-capitalization stocks are more risky than larger stocks due to lower trading liquidity, less available information and less financial resources than larger companies. Northstar’s analysts and portfolio managers rely to some extent on the integrity of company management, auditors, and the applicable regulators charged with oversight. The underlying securities within Northstar portfolio accounts are regularly monitored. Each individual account is reviewed at least bi-annually and most accounts are reviewed monthly. Serge Dadesky is the account manager and the individual responsible for the supervision and review of all investment accounts. Accounts are reviewed in the context of each client’s stated asset allocation agreement and the current market environment. Reviews more frequent than annually may be triggered by material changes in variables such as the client’s individual circumstances, the markets, or political or the economic matters. Consideration is given to the interest rate environment for the debt investments and the timing of their purchases. Both Morningstar and Investor’s Business Daily rating services as well as brokerage recommendations from Interactive Brokers, S&P and Charles Schwab, are relied upon in helping to determine what to buy and when to sell, as well as fundamental and technical, analysis independently conducted by Northstar. Northstar frequently consults innumerable web-sites, such as Bloomberg, the Economist and the Wall Street Journal to gather background color on different investments and discern longer term trends. Northstar is presently a one-advisor firm, managed by Serge Dadesky . He performs the analysis personally using the data secured from the sources noted above for his decision-making.

Item 9 – Disciplinary Information

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Northstar or the integrity of Northstar’s management. Northstar has no information applicable to this Item.

Northstar does not maintain an inventory of investments for resale. Northstar, Northstar’s employees, IARs and its registered representatives may purchase or sell for their own accounts securities or other investment products that are also recommended to Clients. When purchasing or selling securities, priority will be given to Client transactions. Northstar’s employees, IARs and, registered representatives are subject to the provisions of Northstar’s policies regarding personal securities transactions and applicable securities rules and regulations. These policies are designed to prevent detriment to the Client. Clients should also be aware that, to the extent permitted by applicable securities regulations, Northstar may receive service fees or other payments relating to a Client’s investment in a particular product or participation in a particular Program recommended or selected by Northstar. Additionally, Northstar or one of its affiliates may receive compensation for their services where Northstar or an affiliate is the investment adviser, sponsor, or other service provider to the investment product or Program. Clients should be aware that this presents a potential conflict of interest because Northstar has more incentive to recommend or select investments that provide such additional compensation.

Item 10 – Other Financial Industry Activities and Affiliations

Northstar is not a subsidiary of any other corporate entity. Northstar is an investment advisor representative and does not engage in any other financial activities. Serge P. Dadesky, is a principal with Northstar, and its main investment decision-maker. Serge P. Dadesky no longer the Series 7 license which permits transaction based compensation, While its custodians charge a custodial fee on transactions, Northstar does not earn a portion of these fees. It is Northstar’s belief that that such fees raise conflicts of interest with investors and are usually not the an investor’s benefit. Neither Northstar nor a related person is a general partner in any partnership in which Northstar clients are solicited to invest. Currently, Northstar offers clients a choice of two custodians, Interactive Brokers, LLC and Moneyblock. (AOS, Inc). Northstar is not an agent of t or subsidiary of either Interactive Brokers or Moneyblock.

Item 11 – Code of Ethics

Northstar has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct, and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at Northstar must acknowledge the terms of the Code of Ethics annually, or as amended.

Northstar anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which Northstar has management authority to effect, and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which Northstar, its affiliates and/or clients, directly or indirectly, have a position of interest. Northstar’s employees and persons associated with Northstar are required to follow Northstar’s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of Northstar and its affiliates may trade for their own accounts in securities which are recommended to and/or purchased for Northstar’s clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of Northstar will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of Northstar’s clients. In addition, the Code requires pre-clearance of many transactions, and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between Northstar and its clients.

Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with Northstar’s obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. Northstar will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a prorata basis. Any exceptions will be explained on the Order. Northstar’s clients or prospective clients may request a copy of the firm’s Code of Ethics by contacting Serge Dadesky. It is Northstar’s policy that the firm will not affect any principal or agency cross securities transactions for client accounts. Northstar will also not cross trades between client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated hedge fund and another client account.

An agency cross transaction is defined as a transaction where a person acts as an investment advisor in relation to a transaction in which the investment advisor, or any person controlled by or under common control with the investment advisor, acts as broker for both the advisory client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer.

Item 12 – Brokerage Practices

Soft dollar benefits are not limited to those clients who may have generated a particular benefit although certain soft dollar allocations are connected to particular clients or groups of clients. Soft dollar benefits are not proportionally allocated to any accounts that may generate different amounts of the soft dollar benefits. Northstar’s primary considerations for selecting custodians are as follows:

–efficient execution

–efficient trade settlement

–above minimum net capital requirements ($10,000,000)

–five year history

When circumstances allow, our portfolio managers solicit quotes from a minimum of three securities brokers in order to deliver the best price for the client given prevailing market conditions. Our portfolio managers include an internal list of approved brokers or the list may be derived from client’s list of approved brokers. We advise the client to purchase the security from the securities broker with the best price. Currently, Northstar uses the services of Interactive Brokers Advisors as a custodian for its client accounts. . Interactive Brokers normally charges a fee of under $1.00 for each stock trade These fees are among the most competitive in the business

Additionally, Northstar uses the custodian of AOS.Inc , dba MONEYBLOCK. MONEYBLOCK fees are significantly higher, but they will hold certain financial instruments that Interactive Brokers will not, such as Structured CD’s and certain types of foreign bonds, which are very attractive to conservative investors. If Northstar chooses to use alternative custodial services, or those of any other custodian whose services are found to meet Northstar’s high standards, clients will be given ample notice of the switch – at least three months time – and given the choice of switching to the new custodian or retaining the old custodial accounts.

Item 13 – Review of Accounts

All securities bought and sold for each Northstar client must comply with current

investment policies approved by the client. Current investment policies are maintained for every client, and reviewed and approved by the client on a periodic basis. Client’s account will be reviewed at least once per month, and each client contacted at that time. Clients may request in writing to be contacted less frequently. In the case of our Advisor Solutions, we provide continuous and regular investment advice or investment supervisory services to Clients, review Client portfolios, communicate with clients at least annually, and remind Clients at least quarterly to inform us of any changes to their Investment Profile Information, to ensure that their portfolio continues to conform with their respective Investment Profile information, any social exclusions or investment restrictions, and all applicable rules and regulations. Northstar also reviews the investment results of Client portfolios on a regular basis. Under limited circumstances, Northstar may change or recommend a change of the Client’s account to facilitate continued services. Northstar does not verify performance data provided to it by third parties with exception of calculation methods and the related account holdings shown.

Item 14 – Client Referrals and Other Compensation

Northstar has no current solicitation agreements with any individual or firm for its services, although it has had such solicitor agreements in earlier years. However, Northstar is actively seeking such solicitors in order to grow its clientele, and may in the future appoint such solicitors. The solicitors would be paid a portion of the Northstar fee. The Northstar fee schedule would not be increased when a solicitor is utilized. Solicitation agreements and fee sharing disclosures would be implemented on all transactions using a solicitor. All fees would be disclosed. Northstar may choose to receive referral fees, such fees must be disclosed in writing to affected customers immediately upon establishment of such a referral fee arrangement.

Item 15 – Custody

Northstar does not have custody of client funds. Northstar client agreements do not give Northstar the right to allocate client monies to third parties or to itself, other than those fees which are part of the client contract. Client monies always reside with the custodians, MoneyBlock or Interactive Brokers, where they enjoy SIPC protections. Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Northstar urges clients to carefully review such statements and compare such official custodial records to the account statements that Northstar provides to you. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

Item 16 – Investment Discretion

Northstar usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts, Northstar observes the investment policies, limitations and restrictions of the clients for which it advises. For registered investment companies, Northstar’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Investment guidelines and restrictions must be provided to Northstar in writing.

Batched Trades. Client account transactions are typically completed independently for each Client’s account. However, Northstar may purchase or sell the same securities or instruments for a number of Clients simultaneously. In such case, orders for the same security may be combined or “batched” or “grouped” to facilitate best execution and at times possibly reduce brokerage commissions or other costs. Northstar effects batched transactions in a manner designed to ensure that no participating Client is favored over any other Client. Specifically, each Client that participates in a batched transaction will participate at the average share price for all of Northstar’s transactions affected to fulfill the batched order.

Securities purchased or sold in batched transactions are typically allocated pro-rata to the participating Client accounts in proportion to the size of the order placed for each account. In situations where Northstar maintains discretion, we may increase or decrease the amount of securities allocated to each account if necessary to avoid holding odd lot or small numbers of shares for particular Clients. Additionally, if the clearing firm is unable to fully execute a batched transaction and Northstar determines that it would be impractical to allocate a small number of securities among the accounts participating in the transaction on a pro-rata basis, Northstar may allocate such securities in a manner determined in good faith to be fair and equitable.

Item 17 – Voting Client Securities

As a matter of firm policy and practice, Northstar does not have any authority nor does it wish to vote proxies on behalf of advisory clients. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in client portfolios. Northstar may provide advice to clients regarding the clients’ voting of proxies.

Item 18 – Financial Information

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Northstar’s financial condition. Northstar has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients,. Please view a copy of Northstar’s most recent profit and loss statements and balance sheet below.

Item 19 – Requirements for State Registered Advisors

Educational Background and Business Experience

Serge P. Dadesky

Birthdate: 7/30/1955

Education:

Yale College, B.A. Political Science

Johns Hopkins Schools of Advanced International Studies, M.A. International Economics

Role of Serge P. Dadesky – President, CEO and Managing Member July 2010 to date

Licensed Insurance Agent

Licenses; Series 66

Series -7 no longer active

Professional Experience:

Northstar Strategic Investments, Inc. 06/2010 – present – Owner & Managing Member

Broker Express – 06/2010 – 03/2011 – Registered Representative

Edward Jones – 02/2008 – 06/2010 – Financial Advisor

Akulink Technologies, Inc. 06/2004 -02/2008 – President

Item 3. Disciplinary Information

For the purposes of required disclosure of a disciplinary action, both Northstar and Serge Dadesky are in good standing and has never been involved in any material or disciplinary events related to FINRA, SEC or any other financial licensing institutions. However, due to an unsuccessful business venture, Mr. Dadesky filed for personal bankruptcy in 2002, which was successfully discharged by the State of Florida. Both FINRA and SEC have been notified of the bankruptcy and do not consider it to preclude Mr. Dadesky from serving as an investment advisor. The filing was completely unrelated to the financial industry and was due to Mr. Dadesky’s very high personal stake in a high-tech software startup that failed at the time of collapse of the internet stock bubble. Mr. Dadesky understands that this can be of concern to clients and is very happy to discuss the details of these events with interested clients or prospective clients.

Item 4. Other Business Activities

Mr. Dadesky is a Licensed Insurance Agent. He currently works as an agent of Pinnacle Life Insurance of Jacksonville, Florida.

Item 5. Additional Compensation

Mr. Dadesky does not receive any additional compensation from third parties for

providing investment advice to its clients.

Item 6. Supervision

As the sole owner of Northstar Strategic Investments, Inc. (NSI), Mr. Dadesky is responsible for all employee supervision and the general direction and business strategy of the firm. He can be reached at (386) 233-3458.

Section B – Other Activities of Management Persons

Serge P. Dadesky

Serge Dadesky acts as a Trustee to the Katherine Dadesky Special Needs Trust, for which he is compensated by the Trust. Serge Dadesky also sells life and health insurance as agent for a number of life insurance companies, in particular with Pinnacle Insurance and Financial Services of Jacksonville FL. This takes up about 20 hours of Mr Dadesky’s time each month.

Serge Dadesky is an author of numerous publications on Seeking Alpha, and is compensated by Seeking Alpha for such publications. These are related to investment activities. These activities are ancillary to Mr Dadesky’s normal research efforts dedicated to ensuring his clients’ prosperity. Actual authorship takes up about 10 hours a month.

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