A. Waterstone Wealth Advisors, LLC, (the “Registrant”) is a limited liability company
formed in the state of New Jersey on October 5, 2005 which became a registered
Investment Adviser Firm in April 2006. The Registrant is principally owned by John
Moynihan, who is the Registrant’s Managing Member and Chief Compliance Officer.
B.
INVESTMENT ADVISORY SERVICES
The Registrant provides discretionary or non-discretionary investment advisory services
on a fee-only basis. The Registrant’s annual investment advisory fee is based upon a
percentage (%) of the market value of the assets placed under the Registrant’s
management. Before engaging the Registrant to provide investment advisory services,
clients are required to enter into an Investment Advisory Agreement with Registrant
setting forth the terms and conditions of the engagement (including termination),
describing the scope of the services to be provided, and the fee that is due from the client.
Registrant’s annual investment advisory fee includes investment advisory services, and,
to the extent specifically requested by the client, financial planning and consulting
services. In the event that the client requires extraordinary planning and/or consultation
services (to be determined in the sole discretion of the Registrant), the Registrant may
determine to charge for such additional services pursuant to a stand-alone Financial
Planning Agreement (see below).
To commence the investment advisory process, the Registrant will ascertain each client’s
investment objective(s) and allocate or recommend that the client allocate investment
assets consistent with the client’s designated investment objective(s). Once allocated, the
Registrant provides ongoing monitoring and review of account performance and asset
allocation as compared to client investment objectives, and may periodically execute or
recommend execution of account transactions based upon such reviews.
FINANCIAL PLANNING AND CONSULTING SERVICES
The Registrant may provide financial planning and/or consulting services (including
investment and non-investment related matters, including estate planning, insurance
planning, etc.) on a stand-alone separate fee basis.
Prior to engaging the Registrant to provide planning or consulting services, clients are
required to enter into a Financial Planning and Consulting Agreement with Registrant
setting forth the terms and conditions of the engagement (including termination),
describing the scope of the services to be provided, and the portion of the fee that is due
from the client prior to Registrant commencing services. If requested by the client,
Registrant may recommend the services of other professionals for implementation
purposes. The client is under no obligation to engage the services of any such
recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from the
Registrant.
If the client engages any such recommended professional, and a dispute arises thereafter
relative to such engagement, the client agrees to seek recourse exclusively from and
against the engaged professional. At all times, the engaged licensed professional(s) (i.e.,
attorney, accountant, insurance agent, etc.), and not the Registrant, shall be responsible
for the quality and competency of the services provided.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in their financial situation or investment objectives for the purpose of reviewing,
evaluating, or revising Registrant’s previous recommendations and/or services.
MISCELLANEOUS
Limitations of Financial Planning and Non-Investment Consulting/Implementation
Services. As indicated above, to the extent requested by a client, Registrant may provide
financial planning and related consulting services. Neither the Registrant nor its
investment adviser representatives assist clients with the implementation of any financial
plan, unless they have agreed to do so in writing. The Registrant does not monitor a
client’s financial plan, and it is the client’s responsibility to revisit the financial plan with
the Registrant, if desired.
Furthermore, although the Registrant may provide recommendations regarding non-
investment related matters, such as estate planning, tax planning and insurance, the
Registrant does not serve as a law firm, accounting firm, or insurance agency, and no
portion of Registrant’s services should be construed as legal, accounting, or insurance
implementation services. Accordingly, the Registrant does not prepare estate planning
documents, tax returns or sell insurance products.
To the extent requested by a client, Registrant may recommend the services of other
professionals for certain non-investment implementation purposes (i.e., attorneys,
accountants, insurance agents, etc.). Clients are reminded that they are under no
obligation to engage the services of any such recommended professional. The client
retains absolute discretion over all such implementation decisions and is free to accept or
reject any recommendation made by Registrant or its representatives.
If the client engages any unaffiliated recommended professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
Non-Discretionary Service Limitations. Clients that determine to engage Registrant on
a non-discretionary investment advisory basis must be willing to accept that Registrant
cannot affect any account transactions without obtaining prior consent to such
transaction(s) from the client. Therefore, in the event that Registrant would like to make a
transaction for a client’s account (including in the event of an individual holding or
general market correction), and the client is unavailable, the Registrant will be unable to
effect the account transaction(s) (as it would for its discretionary clients) without first
obtaining the client’s consent.
Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client
leaving an employer typically has four options regarding an existing retirement plan (and
may engage in a combination of these options): (i) leave the money in the former
employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is
available and rollovers are permitted, (iii) roll over to an Individual Retirement Account
(“IRA”), or (iv) cash out the account value (which could, depending upon the client’s
age, result in adverse tax consequences). If Registrant recommends that a client roll over
their retirement plan assets into an account to be managed by Registrant, such a
recommendation creates a conflict of interest if Registrant will earn new (or increase its
current) compensation as a result of the rollover. If Registrant provides a
recommendation as to whether a client should engage in a rollover or not, Registrant is
acting as a fiduciary within the meaning of Title I of the Employee Retirement Income
Security Act and/or the Internal Revenue Code, as applicable, which are laws governing
retirement accounts. No client is under any obligation to roll over retirement plan assets
to an account managed by Registrant.
Use of Mutual Funds: While the Registrant may recommend allocating investment
assets to mutual funds that are not available directly to the public, the Registrant may also
recommend that clients allocate investment assets to publicly available mutual funds that
the client could obtain without engaging Registrant as an investment adviser. However, if
a client or prospective client determines to allocate investment assets to publicly available
mutual funds without engaging Registrant as an investment adviser, the client or
prospective client would not receive the benefit of Registrant’s initial and ongoing
investment advisory services.
Other mutual funds, such as those issued by Dimensional Fund Advisors (“DFA”), are
generally only available through registered investment advisers. Registrant may allocate
client investment assets to DFA mutual funds. Therefore, upon the termination of
Registrant’s services to a client, restrictions regarding transferability and/or additional
purchases of, or reallocation among DFA
funds will apply.
Cash Positions. Registrant continues to treat cash as an asset class. As such, unless
determined to the contrary by Registrant, all cash positions (money markets, etc.) shall
continue to be included as part of assets under management for purposes of calculating
Registrant’s advisory fee. At any specific point in time, depending upon perceived or
anticipated market conditions/events (there being no guarantee that such anticipated
market conditions/events will occur), Registrant may maintain cash positions for
defensive purposes. In addition, while assets are maintained in cash, such amounts could
miss market advances. Depending upon current yields, at any point in time, Registrant’s
advisory fee could exceed the interest paid by the client’s money market fund.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from
account transactions or new deposits, be swept to and/or initially maintained in a
specific custodian designated sweep account. The yield on the sweep account will
generally be lower than those available for other money market accounts. When this
occurs, to help mitigate the corresponding yield dispersion Registrant shall (usually
within 30 days thereafter) generally (with exceptions) purchase a higher yielding money
market fund (or other type security) available on the custodian’s platform, unless
Registrant reasonably anticipates that it will utilize the cash proceeds during the
subsequent 30-day period to purchase additional investments for the client’s account.
Exceptions and/or modifications can and will occur with respect to all or a portion of the
cash balances for various reasons, including, but not limited to the amount of dispersion
between the sweep account and a money market fund, the size of the cash balance, an
indication from the client of an imminent need for such cash, or the client has a
demonstrated history of writing checks from the account.
The above does not apply to the cash component maintained within a Registrant actively
managed investment strategy (the cash balances for which shall generally remain in the
custodian designated cash sweep account), an indication from the client of a need for
access to such cash, assets allocated to an unaffiliated investment manager and cash
balances maintained for fee billing purposes.
The client shall remain exclusively responsible for yield dispersion/cash balance
decisions and corresponding transactions for cash balances maintained in any Registrant
unmanaged accounts.
Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”)
considerations into the investment due diligence process. ESG investing incorporates a
set of criteria/factors used in evaluating potential investments: Environmental (i.e.,
considers how a company safeguards the environment); Social (i.e., the manner in which
a company manages relationships with its employees, customers, and the communities
in which it operates); and Governance (i.e., company management considerations). The
number of companies that meet an acceptable ESG mandate can be limited when
compared to those that do not and could underperform broad market indices. Investors
must accept these limitations, including potential for underperformance.
Correspondingly, the number of ESG mutual funds and exchange-traded funds are
limited when compared to those that do not maintain such a mandate. As with any type of
investment (including any investment and/or investment strategies recommended and/or
undertaken by Registrant), there can be no assurance that investment in ESG securities or
funds will be profitable or prove successful. Registrant does not maintain or advocate an
ESG investment strategy but will seek to employ ESG if directed by a client to do so. If
implemented, Registrant shall rely upon the assessments undertaken by the unaffiliated
mutual fund, exchange traded fund or separate account portfolio manager to determine
that the fund’s or portfolio’s underlying company securities meet a socially responsible
mandate.
Pontera Platform. The Registrant uses an investment platform made available by
Pontera Solutions, Inc. (“Pontera”), a third-party online platform, to assist with
management of clients’ “held-away” accounts, including 401(k)s, 403(b)s, annuities, and
529 education savings plans. The Pontera platform permits advisers to manage held-away
assets without having to reflect that it has custody of such assets on Part 1 of Form ADV.
The advisory fee charged by the Registrant for the management of held-away assets is
established in the client’s Investment Advisory Agreement. Pontera’s fee is separate and
the client shall incur this fee on held-away accounts in addition to the Registrant’s
advisory fee.
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Registrant will review
client portfolios on an ongoing basis to determine if any changes are necessary based
upon various factors, including, but not limited to, investment performance, mutual fund
manager tenure, style drift, and/or a change in the client’s investment objective. Based
upon these factors, there may be extended periods of time when Registrant determines
that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless
remain subject to the fees described in Item 5 below during periods of account inactivity.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals, and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
responsibility to promptly notify the Registrant if there is ever any change in their
financial situation or investment objectives for the purpose of reviewing, evaluating, or
revising Registrant’s previous recommendations and/or services.
Cybersecurity Risk. The information technology systems and networks that Registrant
and its third-party service providers use to provide services to Registrant’s clients employ
various controls, which are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in
Registrant’s operations and result in the unauthorized acquisition or use of clients’
confidential or non-public personal information. Clients and Registrant are nonetheless
subject to the risk of cybersecurity incidents that could ultimately cause them to incur
losses, including for example: financial losses, cost and reputational damage to respond
to regulatory obligations, other costs associated with corrective measures, and loss from
damage or interruption to systems. Although Registrant has established procedures to
reduce the risk of cybersecurity, there is no guarantee that these efforts will always be
successful, especially considering that Registrant does not directly control the
cybersecurity measures and policies employed by third-party service providers. Clients
could incur similar adverse consequences resulting from cybersecurity incidents that
more directly affect issuers of securities in which those clients invest, broker-dealers,
qualified custodians, governmental and other regulatory authorities, exchange and other
financial market operators, or other financial institutions.
Disclosure Statement. Copies of the Registrant’s written disclosure statement and client
relationship summary, as set forth on Part 2 of Form ADV and Form CRS respectively,
shall be provided to each client prior to the execution of the Investment Advisory
Agreement or Financial Planning and Consulting Agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Before providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time,
impose reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $126,194,410 in client assets under
management on a discretionary basis and $9,349,182 in client assets under management
on a non-discretionary basis.