A. Mazars USA Wealth Advisors LLC dba Mazars Wealth Advisors (the “Registrant”) is a
limited liability company formed on November 12, 2004 in the state of New York. The
Registrant became registered as an Investment Adviser Firm in March 2005. The Registrant
is a wholly-owned subsidiary of Weiser Holding Group LLC, which is wholly and solely
owned by Mazars USA LLP, a certified public accounting firm.
B.
INVESTMENT ADVISORY SERVICES
The Registrant may be engaged to provide discretionary investment advisory services on a
fee 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 as described
below.
To commence the investment advisory process, an investment adviser representative will
first ascertain each client’s investment objectives and then allocate or recommend that the
client allocate investment assets consistent with the designated investment objectives.
Once allocated, the Registrant provides ongoing monitoring and will review 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 (STAND-ALONE)
The Registrant may be engaged to 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. Registrant’s planning and
consulting fees generally range from $1,000.00 to $100,000.00 on a fixed fee basis,
depending upon the level and scope of the service(s) required.
Prior to engaging the Registrant to provide planning or consulting services, clients are
generally 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, including the Registrant’s representatives in their individual
capacities as registered representatives of a broker-dealer and/or licensed insurance agents.
(See disclosures at Item 10.C). 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.
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.
ACCOUNTING AND TAX SERVICES
To the extent that a client requires accounting advice and/or tax preparation services, the
Registrant, if requested, will recommend the services of the Registrant’s indirect owner,
Mazars USA LLP (“Mazars”), a certified public accounting firm. All such services shall
be pursuant to a separate agreement. See Item 10.C below.
Independent Advisor Solutions by SEI (SEI Investments Management Corporation)
The Registrant participates in the Independent Advisor Solutions Program, which is offered
to high-net-worth individuals, defined benefit plans, participant and non-participant
directed defined contribution plans, institutions, endowments, and foundations.
Independent Advisor Solutions by SEI (“IAS”) provides independent financial
intermediaries, such as registered investment advisors, financial planning firms, broker-
dealers and other financial institutions (“Independent Advisors”) with wealth management
services through outsourced investment strategies, administration and technology services,
and practice management programs.
SEI Funds
SIMC serves as the investment advisor to the SEI mutual funds (“SEI Funds”), which is a
family of SEC-registered mutual funds. Most of the SEI Funds are manager-of-managers
funds, which means that SIMC (i) hires one or more sub-advisors to manage the SEI Funds
on a day-to-day basis; (ii) monitors the sub-advisors; (iii) allocates, on a continuous basis,
assets of a SEI Fund among the sub-advisors (to the extent a fund has more than one sub-
advisor) and (iv) when necessary, replaces sub-advisors. Each sub-advisor makes
investment decisions for the assets it manages and continuously reviews, supervises and
administers its investment program. SIMC is generally responsible for establishing,
monitoring, and administering the investment program of each SEI Fund.
SIMC develops various SEI Funds, each of which seeks to achieve particular investment
goals. The SEI Funds are not tailored to accommodate the needs or objectives of specific
individuals, but rather the program is designed to enable an Independent Advisor to match
its clients with SEI Funds that are consistent with the client’s investment goals and
objectives. Additionally, clients invested in the SEI Funds may not impose restrictions on
investing in certain securities or types of securities within each SEI Fund.
SEI Asset Allocation Models
SEI Funds may be purchased individually, or they can purchased in a manner intended to
follow SIMC-developed model investment portfolios. Under this “Asset Allocation
Program,” SIMC provides non-discretionary services to the Independent Advisor through
the publication of investment models consisting of allocations to different SEI Funds (each,
a “SEI Asset Allocation Model”). Each SEI Asset Allocation Model seeks to achieve a
particular investment goal or to meet particular risk and return characteristics. These
models are not tailored to accommodate the needs or objectives of specific investors, but
rather the program is designed to enable an Independent Advisor to match its clients to SEI
Asset Allocation Models that are consistent with the clients’ investment goals and
objectives. Clients may not impose reasonable restrictions on investing in certain securities
or types of securities within each Asset Allocation model.
Since a large portion of the assets in the SEI Funds are comprised of clients following these
Asset Allocation Models (or other asset allocation models for which SIMC either
determines or influences the allocation), model reallocation activity could result in
significant purchase or redemption activity in the SEI Funds. While reallocations are
intended to benefit clients that invest in the SEI Funds through the SEI Asset Allocation
Models, they could in certain cases have a detrimental effect on the SEI Funds that are
being materially reallocated, including by increasing portfolio turnover (and related
transaction costs), disrupting portfolio management strategy, and causing a SEI Fund to
incur taxable gains. SIMC seeks to manage the impact to the SEI Funds resulting from
reallocations.
For temporary defensive or liquidity purposes during unusual economic or market
conditions, SIMC may change the allocations of the SEI Asset Allocation Model in a
manner that would not ordinarily be consistent with a portfolio’s strategy. SIMC will only
do so only if it believes that the risk of loss outweighs the opportunity for capital gains or
higher income. During such time, a portfolio may not achieve its investment goal.
SEI ASSET ALLOCATION PROGRAM
The Registrant participates in the SEI Asset Allocation Program, which is offered to high-
net-worth individuals, defined benefit plans, participant and non-participant directed
defined contribution plans, institutions, endowments, and foundations.
With the SEI Asset Allocation Program, the Registrant serves as the investment adviser to
the client and is responsible for analyzing the client’s current financial situation, return
expectations, risk tolerance, time horizon, and asset class preference, pursuant to
investment advisory agreement. Based upon the client’s information, the Registrant and
the client select an investment strategy and choose from one of many mutual fund asset
allocation models, which may be provided by SEI Investments Management Corporation
(“SIMC”) or purchase the individual mutual funds.
The Registrant may allocate the assets placed in the client’s account among the mutual
fund asset allocation models in accordance with the investment strategy, goal or model
selected by the client. The client, through the Registrant, may adjust their asset allocation
to help ensure that the mix reflects the objectives of the chosen strategy. The client may, at
any time, impose reasonable restrictions on the management of their account or choose a
new investment strategy. For participant-directed plans, assets will be invested in the SEI
Asset Allocation mutual funds and other style-specific SEI Funds (if applicable).
In accordance with the client’s investment objectives, the Registrant may also allocate
assets placed in the client’s account among the SEI Funds through SEI’s Private Client
Models, which reflect SIMC’s institutional asset allocation models more aligned with
individual clients’ goals. SIMC expects to make changes to the Private Client Models
periodically to incorporate changes to the mutual fund asset allocations underlying the
models. Upon consent from the Registrant (on behalf of the client), these asset allocation
changes will be made to the client’s accounts invested in the Private Client Models.
The SEI Funds are administered, distributed, and in some cases advised by SIMC or its
affiliates for which it is paid fees as disclosed in the SEI Funds’ prospectuses. The
prospectus(es) should be read carefully by all clients before investing in the SEI Funds.
The investment management fees charged to the client by the SEI Asset Allocation
Program are exclusive of, and in addition to, Registrant’s ongoing investment advisory fee
as set forth in the fee schedule below in Item 5.
SEI MANAGED ACCOUNT SOLUTIONS PROGRAM
The SEI Managed Account Solutions Program is a wrap fee program which charges a
bundled fee that includes advisory, brokerage and custody services. SIMC sponsors and is
advisor to the SEI Managed Account Solutions Program. The SEI Managed Account
Solutions Program is offered by SIMC through financial professionals to promote one or
more of SEI’s investment management strategies or a customized allocation utilizing one
or more SEI’s strategies, individual managers, mutual funds, or ETF strategies to their
clients. Under the Managed Account Solutions (“MAS”) program, a wrap fee program
available to the Registrant, SIMC charges a bundled fee that includes advisory, brokerage
and custody services. SIMC enters into a tri-party investment management agreement with
the Registrant and our client to provide MAS. In the MAS Program, the client appoints the
Registrant as its investment advisor to assist the client in selecting an appropriate
investment strategy. The client appoints SIMC to manage the assets in each portfolio in
accordance with the strategy recommended by the Registrant and selected by the client.
SIMC manages certain portfolios in MAS directly, rather than through the use of sub-
advisors, as noted in the applicable client paperwork. These investment management
services are not tailored to accommodate the needs or objectives of specific individuals,
but rather the program is designed to enable clients to be matched with a portfolio that is
consistent with the client’s investment goals and objectives. However, a client may, at any
time, impose reasonable restrictions on the management of client’s account.
Within MAS, SIMC makes available two broad categories of investment strategies -“SIMC
Managed Account Strategies”: (i) individual investment strategies (or model investment
portfolios) of third party investment managers selected and overseen by SIMC (“Portfolio
Managers”) covering a broad spectrum of available investment styles; and (ii) SIMC
designed and managed investment strategies (or model investment portfolios), including
strategies that allocate to various Portfolio Managers, or strategies managed directly by
SIMC and/or SEI Funds or exchange traded funds. The SIMC Managed Account Strategies
include SEI Distribution-Focused Strategies (or “DFS”), which are a series of investment
strategies designed for investors requiring regular distributions from their investment
accounts. A detailed description of MAS, including the services provided, available SIMC
Managed Account Strategies and the related fees, can be found in the Wrap Brochure.
In the SEI Managed Account Program, SIMC may recommend that a client allocate all or
a portion of its assets to the SEI Managed Account
Implementation. SIMC is responsible
for managing assets which the client has instructed be invested in accordance with the
client’s investment objectives and risk profile, as determined through client’s completion
of SEI’s “Risk Tolerance Questionnaire” and SEI’s proprietary proposal tool and the
provision of other required information in the client’s account application. Based on this
information, SIMC will recommend strategies for the client’s account. SIMC manages
Managed Account Program assets (i.e., “wrap fee accounts”) in the same manner that it
manages non‐wrap fee separate accounts with the same investment strategy or mandate. If
circumstances warrant, the financial professional may customize the management account
program to address the needs and objectives of the individual clients.
Participating in the Managed Account Program may cost the client more or less than if the
client paid separately for investment advice, brokerage, and other services. In addition, the
fees may be higher or lower than that charged by other sponsors of comparable wrap fee
programs. SIMC develops various Managed Account Program strategies, each of which
seeks to achieve particular investment goals. These Managed Account Program strategies
may be tailored to accommodate the needs or objectives of specific individuals, but rather
the program is designed to enable clients to be matched with a Managed Account Program
strategy that is consistent with the client’s investment goals and objectives. However,
clients may at any time impose reasonable restrictions on the management of client’s
accounts.
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 regarding non-investment related
matters, such as estate planning, tax planning, insurance, etc. Registrant does not serve as
an attorney or accountant, and no portion of its services should be construed as legal or
accounting services. Accordingly, Registrant does not prepare estate planning documents
or tax returns. To the extent requested by a client, Registrant may recommend the services
of other professionals for certain non-investment implementation purpose (i.e., attorneys,
accountants, insurance agents, etc.), including Mr. Weinstock, in his separate individual
capacity as a representative of APW Capital, Inc. (“APW”), an SEC registered and FINRA
member broker-dealer, or as a licensed insurance agent. 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 Registrant and/or its representatives.
Independent Managers. The Registrant may allocate (and/or recommend that the client
allocate) a portion of a client’s investment assets among unaffiliated independent
investment managers (each, an “Independent Manager”), including but not limited to the
Bank of New York Mellon Corporation (“BNY Mellon”) and Oppenheimer & Co. Inc., in
accordance with the client’s designated investment objective(s). In such situations, the
Independent Manager(s) shall have day-to-day responsibility for the active discretionary
management of the allocated assets. The Registrant may receive a referral fee from the
Independent Manager(s) as set forth in Item 10.D below.
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 (whether it is from an employer’s plan
or an existing IRA), 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, whether
it is from an employer’s plan or an existing IRA.
Use of Mutual and Exchange Traded Funds. Most mutual funds and exchange traded
funds are available directly to the public. Therefore, a prospective client can obtain many
of the funds that may be utilized by Registrant independent of engaging Registrant as an
investment advisor. However, if a prospective client determines to do so, they will not
receive the Registrant’s initial and ongoing investment advisory services.
In addition to Registrant’s investment advisory fee described below, and any applicable
transaction and/or custodial fees discussed below, clients will also incur, relative to all
mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g.,
management fees and other fund expenses).
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, fund manager
tenure, style drift, account additions/withdrawals, 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. Of course, as indicated below, there can be no assurance that investment decisions
made by Registrant will be profitable or equal any specific performance level(s).
eMoney Advisor Platform. Registrant may provide its clients with access to an online
platform hosted by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client
to view their complete asset allocation, including those assets that Registrant does not
manage (the “Excluded Assets”). Registrant does not provide investment management,
monitoring, or implementation services for the Excluded Assets. Unless otherwise
specifically agreed to, in writing, Registrant’s service relative to the Excluded Assets is
limited to reporting only. Therefore, Registrant shall not be responsible for the investment
performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain
management authority for the Excluded Assets, and not Registrant, shall be exclusively
responsible for such investment performance.
The eMoney platform also provides access to other types of information and applications
including financial planning concepts and functionality, which should not, in any manner
whatsoever, be construed as services, advice, or recommendations provided by Registrant.
Finally, Registrant shall not be held responsible for any adverse results a client may
experience if the client engages in financial planning or other functions available on the
eMoney platform without Registrant’s assistance or oversight.
Cash Positions. Registrant treats cash as an asset class. As such, all cash positions (money
markets, etc.) shall 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. Account custodians generally require that cash proceeds from
account transactions or cash deposits be swept into and/or initially maintained in the
custodian’s sweep account. The yield on the sweep account is generally lower than those
available in money market accounts. To help mitigate this issue, Registrant generally
purchases a higher yielding money market fund available on the custodian’s platform with
cash proceeds or deposits, 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, 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.
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 its systems to reduce the risk
of cybersecurity incidents from coming to fruition, 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.
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.
Disclosure Statement. A copy of the Registrant’s written Brochure as set forth on Part 2
of Form ADV and Client Relationship Summary (Form CRS) shall be provided to each
client prior to, or contemporaneously with, 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. Prior to 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. Under a wrap program, the wrap program sponsor arranges for the investor participant to
receive investment advisory services, the execution of securities brokerage transactions,
custody and reporting services for a single specified fee. Participation in a wrap program
may cost the participant more or less than purchasing such services separately. If Registrant
is engaged to provide investment advisory services as part of an unaffiliated managed
account program, Registrant will likewise be unable to negotiate commissions and/or
transaction costs and seek better execution. As a result, clients may pay higher
commissions or other transaction costs or greater spreads, or receive less favorable net
prices on transactions for the account than would otherwise be the case through alternative
clearing arrangements recommended by Registrant. Higher transaction and fee costs
adversely impact account performance.
E. As of August 31, 2023, the Registrant had $193,303,538 in assets under management on a
discretionary basis.