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EverSource Wealth Advisors, LLC
3500 Colonnade Parkway, Suite 150
Birmingham, Alabama 35243
(205) 982-5515 | www.eversourcewealthadvisors.com
Form ADV Part 2A
Firm Brochure
June 5, 2025
This firm brochure (“Brochure”) provides information about the qualifications and business
practices of EverSource Wealth Advisors, LLC. If you have any questions about the contents of this
Brochure call us at (205) 982-5515 or send an email to compliance@eversourcewa.com. The
information in this Brochure has not been approved or verified by the United States Securities and
Exchange Commission (the “SEC“) or by any state securities authority.
information about this
firm
Additional
is also available on the SEC’s website at
www.adviserinfo.sec.gov. EverSource Wealth Advisors, LLC is registered as an investment advisor
with the SEC. Registration with the SEC or a state securities authority does not imply a certain level
of skill or training.
Item 2 Material Changes
This is an update to EverSource Wealth Advisors, LLC’s Form ADV Part 2A, also known as the firm
brochure. The material changes since our last Form ADV Part 2A annual updating amendment
dated March 31, 2025, are:
• This firm brochure has been amended to reflect that an EverSource team of investment
advisors based in Englewood, Colorado, offers Qualified Clients the opportunity to have
assets managed in a strategy which utilizes a Performance-Based Fee.
• This firm brochure has also been revised to describe our use of the Betterment Advisor
Solutions platform for a small number of 401(k) plan clients.
SEC rules require investment advisors, such as EverSource Wealth Advisors to disclose certain
information to clients and prospective clients in a direct and concise manner, written in plain
English.
Each year, within 120 days of the end of our fiscal year, we will provide client with either:
an updated copy of this Brochure, with a summary of material changes; or
a summary of material changes to the contents of our Brochure and an offer to send you
a copy of our updated Brochure with an explanation of how you can obtain a copy of the
updated Brochure.
Since our fiscal year ends on December 31st, each year you should receive a summary of material
changes (if any) no later than April 30th. In addition, we will provide you more frequent updates
about material changes to certain information (e.g., disciplinary information) or matters that
could materially affect our advisory relationship with you, as necessary.
Throughout this Brochure, we use terms that are capitalized (e.g., Brochure). Often, this means
that we provided a specific definition for that term. When we are defining a term, we underline
that term and enclose it within parentheses and quotation marks. For example, if you turn to the
Cover Page, you will find that we defined the term “Brochure” to mean this firm brochure (i.e.,
Part 2A of Form ADV).
If you have any questions about this Brochure or EverSource Wealth Advisors, LLC please give us
a call at (205) 982-5515 or send an email to compliance@eversourcewa.com.
Page ii
EverSource Wealth Advisors | Form ADV Part 2A | June 5, 2025
Item 3 Table of Contents
Item 1
Cover Page ................................................................................................................... i
Item 2
Material Changes ........................................................................................................ ii
Item 3
Table of Contents ....................................................................................................... iii
Item 4
Advisory Business ........................................................................................................ 4
Item 5
Fees and Compensation ............................................................................................ 10
Item 6
Performance-Based Fees and Side-by-Side Management ....................................... 16
Item 7
Types of Clients ......................................................................................................... 17
Item 8
Methods of Analysis, Investment Strategies, and Risk of Loss ................................. 17
Item 9
Disciplinary Information ........................................................................................... 21
Item 10
Other Financial Industry Activities and Affiliations .................................................. 22
Item 11
Code of Ethics, Participation or Interest in Client Transactions,
and Personal Trading ................................................................................................ 24
Item 12
Brokerage Practices .................................................................................................. 26
Item 13
Review of Accounts ................................................................................................... 28
Item 14
Client Referrals and Other Compensation ................................................................ 29
Item 15
Custody ..................................................................................................................... 31
Item 16
Investment Discretion ............................................................................................... 31
Item 17
Voting of Client Securities ......................................................................................... 32
Item 18
Financial Information ................................................................................................ 32
Page iii
EverSource Wealth Advisors | Form ADV Part 2A | June 5, 2025
Item 4 Advisory Business
A. General Description of EverSource Wealth Advisors, LLC
EverSource Wealth Advisors, LLC (“EverSource,” “firm,” “we” or “us”) is a privately-owned, SEC-
registered investment advisor, with its principal offices located in Birmingham, Alabama. Formed
as a Delaware limited liability company on January 18, 2017, the two principal owners of
EverSource are FHG Ventures - EverSource, LLC and BMSS EverSource, LLC. FHG Ventures –
EverSource, LLC is wholly owned by Mark Wesson.
EverSource’s day-to-day operations are managed by its officers, including Mark Wesson, our
Chief Executive Officer. While EverSource’s executive officers and staff primarily operate from
our offices in Birmingham, Alabama, our business model entails a large network of EverSource
investment advisor representatives (“IARs” or “Advisors”) and other registered investment
advisor (“RIA”) firms located throughout the United States under contract with EverSource for
back office and/or sub-advisory services. Although all of the IARs are registered with and subject
to oversight and supervision by EverSource, some of the IARs or teams of IARs operate under a
separate team name disclosed on the Form ADV Part 2B, allowing IARs flexibility in providing
tailored individualized investment advice to the firm’s clients. EverSource’s home office in
Birmingham provides its IARs with investment programs, technology, operations support,
marketing, back-office functions, and compliance supervision.
Through our network of IARs and RIA firms which rely upon EverSource’s services, EverSource
offers a wide range of investment advisory, wealth management, consulting, and financial
planning services to meet the needs of clients, who include individuals, families, estates and
trusts, charitable foundations and funds, and institutions.
B. Description of EverSource’s Services
EverSource provides wealth management services, including investment advisory, financial
planning, and consulting services to its investor clients, and provides back-office support services
and serves as an investment subadvisor to RIAs. As fiduciaries, EverSource IARs seek to
understand their clients and to deliver planning and investment solutions according to each
client’s particular goals, needs, values and passions.
1. Investment Advisory Services
Investment advisory services are provided to EverSource’s investor clients by our IARs through
EverSource’s Investment Programs:
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EverSource Firm as Portfolio Manager
EverSource Advisor as Portfolio Manager
Managed Accounts
Private Markets
Held-Away Assets
Retirement Plan Services
When entering a new client engagement, EverSource IARs interview their client to understand
the client’s investment experience, time horizon, portfolio withdrawal needs, risk tolerance, tax
sensitivity, personal values, and unique circumstances. The clients’ objectives and preferences
are typically documented in an Investor Profile Form or Investment Policy Statement and
implemented via the Investment Programs detailed below. Because EverSource earns more
when a client places more assets with the firm to manage, we have an incentive to recommend
that the client place more assets with us. Also, except where the IAR covers Investment Program
fees, the client pays different fees for each of the programs described here, which can give us an
incentive to recommend particular Investment Programs. We address this conflict of interest
through disclosure, by seeking always to put the client’s interest ahead of our own and by setting
the Investment Program Fees at a level commensurate with the services required to operate the
associated program. In addition, these program fees are paid to EverSource; the individual
advisors do not receive any part of these fees and so has no incentive to recommend one program
over another.
EverSource Firm as Portfolio Manager
EverSource’s Firm as Portfolio Manager program provides centralized discretionary portfolio
management for clients’ accounts using EverSource’s model portfolios or third-party strategist
models of ETFs and mutual funds. At the request of the Advisor, the EverSource Investment
Department will manage the clients’ accounts to one of the selected model portfolio approved
by the EverSource Investment Committee. Among the approved model portfolios are several
“values-based” models provided for clients who express interest in aligning their investments
with their beliefs. This approach and underlying assumptions are described in Item 8.
EverSource Advisor as Portfolio Manager
EverSource’s Advisor as Portfolio Manager program gives IARs the flexibility to manage client
accounts using their own models or customizing portfolios to individual clients’ needs and
preferences. Oversight is provided by the EverSource Investment Department, but IARs are
responsible for executing day-to-day investment management decisions. Clients may elect for
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accounts to be managed on a discretionary basis (client consent not required before trading) or
a non-discretionary basis (client consent required before trading).
Managed Accounts
EverSource provides asset manager and investment strategy due diligence on and contracts with
third-party asset managers for unique equity, equity derived options, and fixed income managed
account strategies. IARs may delegate investment discretion of clients’ account(s) to third-party
asset managers and strategies approved by the EverSource Investment Committee through a
subadvisor relationship. EverSource also accesses asset manager strategies through subadvisor
contracts with turnkey unified managed account platforms.
Private Markets
EverSource provides investment and operational due diligence on private equity funds, private
credit funds, real asset funds, hedge funds, and direct real estate investment. IARs are enabled
to present eligible clients with appropriate private market investments approved by EverSource’s
Investment Committee and facilitating the client subscription commitments with the EverSource
Investment Department. IARs may learn of private market investment opportunities which have
not been and will not be reviewed, recommended or supervised by EverSource, but which the
IAR knows are of interest to specific eligible clients. In those situations, the IAR is permitted to
assist the client as requested in making those investments, but makes it clear to the client that
neither EverSource nor the IAR is reviewing, recommending, or supervising the investment and
that no advisory or other fee will be charged to the client by EverSource related to such non-
recommended investment.
EverSource formed and manages EverSource Capital Access Fund I, LLC (“Fund”), a pooled closed-
end real estate investment fund which allowed eligible clients to pool their funds and have access
to a single private market fund. This fund was closed to new investors in May 2022. The offering
documents, including private placement memorandums, contain a complete discussion about
the Fund. Each investor was required to complete a Subscription Agreement, through which the
client established eligibility and accepted the various risks associated with this type of
investment. EverSource clients were not obligated to invest in the Fund.
Neither board member has any
involvement
One member of the EverSource board of managers is a co-founder and co-CEO of Sovereign’s
Capital, a private equity firm which sponsors investment funds, including funds that EverSource
recommends. Another board member and part owner of the Firm is the CEO of a private real
estate firm which sponsors real estate investment funds, including ones that EverSource also
recommends. EverSource addresses this conflict of interest by disclosing these relationships and
subjecting these funds to the same due diligence process as any other private fund it
recommends.
in the due diligence or
recommendation process and clients are not obligated to invest in any fund.
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Held-Away Asset Management
Held-away assets are those in accounts at financial institutions other than EverSource’s primary
custodial relationships (i.e., Schwab and Fidelity) and/or are those aggregated in the firm’s
portfolio management and reporting software, Black Diamond Wealth Platform. This includes
fee-only insurance and annuity products, 529 plans, donor-advised funds, and defined
contribution plan participant (e.g., retirement) accounts. EverSource IARs provide investment
advisory, financial planning, and consulting services related to fee-based annuity and insurance
products and charge a percent of contract market value fee for providing advice and investment
recommendations for these products.
EverSource uses a third-party platform to facilitate management of plan participant accounts
where the client has granted EverSource investment discretion. Because EverSource does not
have access to or use client log-in credentials to effect trades on this platform, EverSource is not
considered to have custody of these client funds. In those cases, clients receive a link from the
platform provider which allows them to connect their account to the platform and to give the
EverSource advisor access for the limited purpose of managing the investments in the account.
The advisor will review the account allocations and, when deemed necessary, rebalance the
account in light of the client’s investment goals. Because it is usually not possible for EverSource
to directly debit its fees from these accounts, fees are assigned to another client account or billed
directly to the client. EverSource is not affiliated with this platform provider in any way and
receives no compensation from the platform provider for using the platform.
Retirement Plan Services
For certain retirement plans, EverSource provides services to the plan sponsor, including
investment oversight, plan participant education, and ongoing administrative support. These
services are offered in collaboration with third-party administrators (“TPAs”), recordkeepers, and
other plan fiduciaries. EverSource typically serves in a non-discretionary ERISA 3(21) fiduciary
capacity.
The Alpha Principle team of EverSource advises a small number of 401(k) plans in a 3(21) role
through a relationship with Betterment Advisor Solutions, as further described in Item 10 of this
Brochure. This relationship allows plan sponsors and plan participants to access the Betterment
platform, which includes tax-aware portfolio management, goal-setting features, and other
portfolio tools. Alpha Principle provides non-discretionary investment advice to the plan
sponsor, who retains decision-making authority and uses the Betterment platform to implement
investment selections and participant-level services as appropriate.
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Rollover Recommendations
For clients who are participants in a retirement plan, we will evaluate whether it is in their best
interest to “roll over” their plan account to an individual retirement account (“IRA”), move their
assets to a different retirement plan, leave the plan as is, or reallocate the assets in the plan
account. EverSource will generally earn a fee if the client elects to rollover the plan account or to
contract with EverSource for the provision of investment advice on the plan account assets. This
creates a conflict of interest and an incentive for EverSource to recommend a rollover rather than
leaving the account as is. EverSource discloses this conflict, advises the client of its fiduciary
status, and documents the rationale for any rollover recommendation. Though this typically
involves a 401(k) account rolling over to an IRA, any change in retirement account type triggers
the need for a rollover justification and rationale.
2. Services to Independent RIAs
Turnkey Asset Management Program Services
For certain RIA firms, EverSource provides Turnkey Asset Management Program (“TAMP”)
services. EverSource’s TAMP services provide back-office investment services including, model
management, trading and rebalancing, advisor and client portal access, quarterly billing,
quarterly reporting, and providing access to marketing resources. EverSource utilizes the
Investment Programs described above to deliver these services and may use third-party
strategists as well to deliver model portfolios through its TAMP sub-advisory service. For some
clients, EverSource also provides due diligence and back-office support regarding private markets
funds.
Back Office Services
EverSource also provides to independent RIAs various “back office” services in such areas as
marketing, compliance, administration, technology, practice development and human resources.
The specifics of each engagement are covered in the written agreement between each RIA and
EverSource.
3. Planning Services
Financial Planning Services
EverSource’s IARs deliver Financial Planning Services based on either a comprehensive or limited
scope project engagement. In each case, Advisors seek to understand client’s current and
projected financial situation and circumstances. Depending on the type of engagement, financial
planning advice and ongoing guidance may address individual and family financial data
organization, cash flow planning, tax planning, risk identification and mitigation strategies,
insurance policy review, investment asset allocation review, retirement projections and planning,
business succession, life impact stewardship planning and an estate plan review.
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Standard practice is for IARs to deliver the financial planning process over the course of multiple
meetings and to present analysis, options, and recommendations via financial planning software
and follow-up written recommendations. While some clients want a “one-time” financial plan,
financial planning is generally an iterative process that requires regular realignment based on
updated client needs, objectives, opportunities, risks, and available options that arise from
clients’ evolving life circumstances.
Life Impact® Stewardship Planning Services
Life Impact® Stewardship Planning is a service provided in addition to financial planning services which
focuses on the other aspects of a person or family’s life. The process is used to assist clients with aligning
their purpose, calling and values with all aspects of their life.
4. Consulting Services
EverSource Advisors’ Consulting Services complement Financial Planning Services and leverage
EverSource’s network of internal and external subject matter experts. Advisors assist clients with
unique projects and analysis to help them achieve specific objectives related to other financial
and life planning needs. Examples include business succession planning, resource stewardship,
estate planning, charitable and philanthropic planning, asset protection planning, family
dynamics and conflict resolution, and business and executive compensation.
EverSource has relationships with Mutual Securities, Inc. (“MSI”), DPL Financial Partners (“DPL”),
and Halo Securities, LLC (“Halo”), which each in turn has relationships with unaffiliated broker-
dealers and insurance carriers). These relationships provide EverSource the opportunity to
provide investment advisory consulting services to certain of MSI’s, Halo’s, or DPL’s clients who
have requested that EverSource provide those services. These clients enter into a client
agreement with EverSource for these consulting services and, in most cases, also engage
EverSource for investment advisory services on separate assets managed by EverSource or its
IARs.
C. Customized Services
EverSource IARs tailor the financial planning process and recommended solutions for each client
based on personal life and family circumstances. IARs are also able to tailor investment
portfolios for clients, including establishing restrictions and limitations on investing in certain
securities or security-types based on the client’s unique objectives and values.
D. Wrap Fee Programs
A team of EverSource IARs in Birmingham, Alabama previously offered a Wrap Fee Program,
under which
investment advisory fees, transaction fees, and custodial broker-dealer
commissions are bundled into a single “Wrap Fee”. While that team does not offer that program
to new clients, existing wrap fee program participants are permitted to remain in the program.
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The objective of that Wrap Fee program is for EverSource to cover commissions resulting from
trades in client accounts without increasing the fee clients would otherwise pay.
Please refer to EverSource’s Form ADV Part 2A – Appendix 1 (“Wrap Fee Program Brochure”)
for a full disclosure of the existing grandfathered wrap fee program, including conflicts of
interest. EverSource receives a portion of the revenue generated by its advisors, which includes
revenue from the Wrap Fee programs.
E. EverSource has a small number of 401(k) plan clients through the Firm’s relationship with
Betterment for Advisors. Betterment’s fee for the services it provides are considered a wrap
fee program because it includes custody and trading services provided by its affiliate
Betterment Securities. EverSource receives a portion of this fee for its services. See Item 10
of this Brochure for more information about this arrangement
Assets Under Management
As of December 31, 2024, EverSource’s assets under management were as follows:
Assets Managed on Discretionary Basis
$3,887,766,827
Assets Managed on Non-Discretionary Basis
$66,530,699
Total Assets Under Management
$3,954,297,526
Item 5 Fees and Compensation
A. Advisory Fees and Compensation
Fees in General
Our fees will be set forth in each client’s engagement agreement with EverSource (“Client
Agreement”). Fee schedules for investment advisory, financial planning, and consulting services
will vary among EverSource Advisors depending on varying service models, client needs,
complexity, and areas of particular expertise, and are subject to negotiation. Thus, fees often
vary between and among clients.
For some accounts, EverSource may propose to charge a recurring fixed fee for investment
advisory services instead of charging a fee based upon a percentage of the value of assets under
management, or a combination of a fixed fee and an asset management fee. If the client agrees,
the specific fee will be set forth in the client agreement, charged quarterly, and deducted directly
from the client’s investment account or paid directly by the client. Additional information on the
fees we charge for certain types of services (including default billing methods) is provided below.
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Investment Advisory Fee Schedule
Our fees for Investment Advisory Services are typically based on a percentage of the value of
assets in a client’s account (“Account Asset Value”) within certain asset value ranges (or “tiers”).
Clients within the same immediate family are generally able to group accounts together to reach
higher tiers and lower applicable fees.
Investment Advisory Services fees are billed within ten (10) days following the close of each
calendar quarter (i.e., March 31st, June 30th, September 30th, and December 31st). The fee
charged is based on the client’s Account Asset Value in each tier, either (i) as an average daily
balance over the immediately preceding calendar quarter for accounts billed in arrears; or (ii) at
the account balance on the last day of the previous quarter for accounts billed in advance .
However, the valuation dates or methods are subject to negotiation and may vary between our
clients. In some cases, the fee is billed monthly in advance or in arrears, using the same process
as quarterly billing.
The following fee schedule reflects a general guideline for the fees we charge based on the value
of the assets in a client’s account (“Account Asset Value”) within each incremental tier.
Tier
Account Asset Value
Quarterly Fee
Annualized Fee
Up to 0.50%
Up to $3,000,000.00
Up to 2.00%
1
Separately negotiated with each client
Over $3,000,000.00
2
The above fee schedule is used as a guideline only. Account Asset Value ranges and
applicable fees are subject to negotiation in EverSource’s sole discretion and will vary
among different advisors and clients.
Example: Assume (on an account that is billed in arrears based upon the average daily balance over
the immediately preceding calendar quarter) that on January 1st, a client engages EverSource to
provide Investment Advisory Services, opening an account by depositing $1,500,000 of cash and
securities. Further assume that as of March 31st, the average daily balance of the preceding calendar
quarter was $1,600,000, and the annualized fee the client has agreed to pay is 1.0%. Based on these
facts with billing based on the average daily balance, the client’s Investment Advisory and Wealth
Management Services fee for the quarter ending March 31 would be computed as follows:
Full Tier 1 Quarterly Fee = $1,600,000 x 0.25% = $4,000.00
= Total Quarterly Fee = $4,000.00
Depending on the contractual arrangement with each client, we will either invoice clients or
directly debit their custodial accounts for portfolio management fees. Specific fee arrangements
and calculation methods are set forth in the client’s advisory agreement with EverSource. As
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discussed in Item 6 below, the Alpha Principle team of EverSource advisors in Colorado offers
qualified clients the opportunity to have assets managed in a strategy which utilizes a
performance-based fee.
Investment Program Fees
In addition to Investment Advisory Services fees, EverSource typically charges the client a percent
of assets fee, billed quarterly, on accounts managed through one or more of the EverSource
Investment Programs, described above. This fee is billed consistently with the “in arrears” or “in
advance” billing method used to calculate the investment advisory fee. This fee is dependent
upon the Investment Program(s) utilized by the IAR managing the client’s assets and ranges from
0.05% (5 bps) to 0.25% (25 bps) annualized. It is in addition to the investment advisory fee
described above, is set forth in the client agreement, and is paid via direct debit from the client’s
custodial account or invoice to the client, unless IAR agrees to cover the client’s Investment
Program fees.
The Investment Program Fee compensates EverSource for such costs as due diligence, trading,
portfolio management, platform management and integration, monitoring and any third-party
platform costs. For the Private Markets Program, this fee also compensates EverSource for fund
investment due diligence, operational due diligence, subscription management, and the unique
reporting needs of private market funds. For the Managed Accounts Program, the fee also covers
platform costs as well as asset manager and investment strategy due diligence. And the fee for
investment advisory, financial planning, and consulting services related to fee-based annuity and
insurance products is a percent of contract market value. Finally, Retirement Plan fees will be
based on plan design complexity, amount of assets, and the number of participants, with the
typical fee structure being a flat minimum fee with a percent of assets tiered fee paid by the plan
sponsor or charged to plan assets.
The 401(k) plan clients using Betterment are charged an asset-based wrap fee on amounts
invested via the Betterment Advisor Solutions platform, tiered based on the aggregate balance
of the Firm’s client accounts at Betterment. That wrap fee currently either (i) ranges from
0.12% to 0.20% of account balances, determined based on the aggregate balance of all
accounts at Betterment, or (ii) is a flat fee. The services included for the wrap fee include all of
the services provided by Betterment and Betterment Securities through the Betterment Advisor
Solutions platform, including advisory services, custody of assets, execution and clearing of
transactions, and account reporting.
Sub-Advisory Services
EverSource is compensated for its Turnkey Asset Management Program (“TAMP”) sub-advisory
services, described in Item 4, based upon a percentage of the assets which other registered
investment advisor (“RIA”) firms place with EverSource for management. Our fee for these
services is established by agreement between EverSource and the other RIA and is generally
deducted directly from the client’s account pursuant to authority delegated from the other RIA.
It is the responsibility of the other RIA to disclose to the client whether and, if so, how payment
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of this fee to EverSource affects the overall investment advisory fee paid by the client.
EverSource’s fee for back-office support services to RIAs other than TAMP services is also
established by agreement with the other RIA and is not charged by EverSource to the client.
EverSource also has relationships with DPL Financial Partners, LLC (“DPL”) and Halo Investing
Insurance Services, LLC (“Halo”) under which EverSource is paid for providing ongoing portfolio
management and investment advisory services to the client and DPL or Halo relative to certain
insurance and annuities owned by a client. DPL or Halo pays EverSource an advisory fee for this
work and the arrangement places no financial burden on the client.
Planning and Consulting Services Fees
Fee-for-Service Financial Planning and Consulting engagements can be billed on either a fixed-
fee basis (generally ranging from $2,500 to $25,000), a flat annual fee billed in monthly or
quarterly installments, or a time-worked basis (generally, at rates ranging from $150 to $400 per
hour). The fee for Life Impact Stewardship Planning will be negotiated separately with each client.
As described in Item 4.B., EverSource has relationships MSI, Halo, and DPL) which provide
EverSource with the opportunity to provide investment advisory consulting services to certain
clients who have requested that EverSource provide those services. The consulting fee paid to
EverSource is calculated based upon the value of the client’s assets held at MSI, Halo, or DPL for
which EverSource is providing investment consulting. The fee is negotiable, but generally ranges
from 0.5% to 1.0%, (annualized), is paid quarterly, and is debited by MSI, Halo or DPL directly
from the client’s assets.
Other Consulting Services
• Family Dynamics and Conflict Resolution Consulting. EverSource works with families and
family-owned businesses to resolve conflicts, improve communication, and develop
strategic and succession plans. Fees for this service are typically billed at an hourly rate
of $400 per hour, a daily rate of $1,500, or a negotiated total fee per project.
•
• Compensation Consulting. EverSource serves business owners and management
through providing advice and assistance in the design and delivery of compensation
programs. Fees are generally established through negotiation and are charged per
project as a one-time charge or monthly consulting fee.
Investment Consulting. EverSource consults with other RIAs regarding their investment
office, due diligence, alternative assets and similar matters. Fees are generally
established through negotiation and are charged per project.
B.
Payment of Fees
Depending on the circumstances and needs of our clients and the type of services provided, our
fees are either directly debited from our clients’ accounts or separately invoiced quarterly for
investment advisory and monthly or quarterly for financial planning and consulting services. We
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will endeavor to meet the billing needs and requests of our clients at the time of entering into
the Client Agreement.
C.
Additional Fees and Expenses
With the exception of accounts managed under a Wrap Fee Program, our Investment Advisory
fees are exclusive of transaction fees, broker commissions, and other related expenses incurred
in connection with providing services to our clients or otherwise with respect to transacting
business for or on behalf of our clients. In some circumstances, we will, with the client’s consent
engage a third-party manager (co-advisor or subadvisor) to manage a defined portion of a client’s
portfolio for a fee. The manager’s fee will be passed along to the client and may be debited
directly from the client’s account by the third-party manager. Our clients typically incur costs in
addition to EverSource’s fees, such as charges imposed by third parties like custodians, brokers,
and separate account managers. For an explanation of our brokerage practices, please see Item
12.
Mutual Fund and ETF Fees and Expenses
We generally include mutual funds and ETFs in our investment strategies. Mutual funds and ETFs
charge internal expense ratios. These charges are in addition to our fees, and we do not receive
any portion of these charges. In addition to advisory fees paid to our firm, clients will also be
responsible for all transaction, brokerage, and custodial fees incurred as part of their account
management, with the exception of the handful of accounts managed under the Wrap Fee
Program. Any client invested with a third-party manager is also responsible for all advisory fees
charged by that manager. These third-party manager fees are charged in addition to EverSource’s
advisory fees. Any client invested in a private market investment is also responsible for paying
all fees incurred as part of that investment commitment.
Pooled Investment Fund Costs
For clients invested in the EverSource Capital Access Fund 1, LLC (“Fund”), EverSource charges its
typical investment advisor fee and the Private Markets Program fee. EverSource does not charge
a separate fee for managing the Fund, but the client’s investment in the Fund does cover
projected expenses which EverSource pays as manager of the Fund. This includes such costs as
the required annual audit, accounting and bookkeeping, legal and governmental registrations.
D.
Prepaid Fee Disclosure; Termination of Investment Advisory Relationship; Refunds
Prepaid Fees
In situations where EverSource is providing financial planning or consulting services, the Client
may be required to pre-pay some fees, though not more than $1,200 in fees per client, six months
or more in advance. Depending on the specifics of each Client Agreement and the services
provided, we will either directly debit the client’s account by agreement with the client or invoice
the client.
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Termination of the Investment Advisory or Financial Planning Relationship
Termination and refund terms and conditions are disclosed and outlined in each client’s Client
Agreement with EverSource. In addition, third party investment managers and service providers
often have their own terms and conditions applicable to termination, to which the client will be
subject.
A client or EverSource may cancel the Advisory or Financial Planning agreement at any time for
any reason upon our receipt of thirty (30) days’ written notice.
Refunds
In the event that either EverSource or the client terminates EverSource’s engagement in
accordance with the Client Agreement, the client will be promptly billed the fee due in arrears
for the wealth management services performed quarter to termination date or refunded the
prorated fee billed in advance for the time remaining in the quarter after the termination date.
The applicable fee due to EverSource will be determined as of and prorated through the date of
termination of the Client Agreement based on the client’s fee schedule. Any pre-paid fees which
EverSource has not earned as of the effective date of termination shall be refunded to the Client.
E.
Additional Compensation Received by Us
Some of the IARs which join EverSource are licensed insurance brokers or agents who work with
various insurance companies unaffiliated with EverSource. In these capacities, these individuals
may recommend insurance products and receive additional compensation from the sale of those
products through the insurance companies with which these individuals are appointed. Thus, a
potential conflict of interest exists between the interests of these individuals and those of the
advisory clients, possibly creating an incentive for them to recommend insurance products based
on the compensation received, rather than on a client’s needs. These individuals who are IARs
do not limit their recommendations to products or services offered by the insurance company
with whom they are appointed and ensure that all recommendations are appropriate for a
client’s specific needs. Clients have the option to purchase insurance products recommended
through any insurance companies. EverSource does not receive any part of the commissions
generated through the sale of insurance products but does supervise the insurance activities of
its IARs as outside business activities.
EverSource receives income through a referral relationship with Flourish Cash to provide an
independent FDIC-insured cash program. Flourish Cash accounts allocate cash across multiple
FDIC-member banks to increase FDIC coverage ($5 million for individual accounts and $10 million
for joint accounts) and enhance income yields. Depending on aggregate cash balances,
EverSource can earn 0.00% to 0.05% on cash balances introduced to the Flourish Cash program.
Income paid to EverSource comes out of Flourish’s spread and does not reduce clients eligible
APY rates. There are no Flourish fees or cash account minimums and no limitations on transfers
to a client’s primary bank account.
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Our firm may also receive compensation in the form of referral fees for recommending certain
registered investment advisors to our advisory clients. Please refer to Item 14 of this Brochure
for a detailed description of conflicts of interests that are inherent in such referral arrangements.
Neither our firm nor its IARs receive any referral or similar fee for recommending any third-party
asset manager or private market investment.
Item 6 Performance-Based Fees and Side-by-Side Management
A. Performance-Based Fees
Performance-based fees are fees that are based on a share of a capital gain or capital
appreciation of a client's account. EverSource generally does not charge or accept performance-
based fees. However, the Alpha Principle team (“A-P”) of EverSource advisors in Colorado does
offer certain Qualified Clients the opportunity to have assets managed in a strategy which utilizes
a Performance-Based Fee. A-P offers this fee arrangements solely to Qualified Clients who have
an established relationship with the firm and who meet internal eligibility standards, including
minimum asset levels, investment sophistication, and suitability for the strategy. A-P strives to
treat similarly situated clients fairly, although unique client circumstances will likely result in
different investment management offerings.
Alpha Principle charges performance-based fees to Qualified Clients in accordance with SEC Rule
205-3 to clients who are offered and select that option. This fee is calculated as a percentage of
net profits and is charged in addition to a standard asset-based management fee, both of which
are set forth in the client agreement.
This performance fee is determined based upon a “high-water mark” standard, which ensures
that performance fees are only charged on net new profits that exceed the highest previously
achieved account value, adjusted for contributions, withdrawals, and fees. The specific terms of
the high-water mark—including duration, calculation methodology, and reset provisions—are
negotiated on a case-by-case basis with each client and are disclosed in the applicable investment
advisory agreement.
The performance-based fee will be billed quarterly in arrears, and calculated as follows: 20% per
quarter x “excess quarterly profit (EQP).” EQP is calculated by deducting hypothetical account
net profit from actual account net profit. Hypothetical account net profit assumes the account
had been hypothetically invested by us in the following index: MSCI ACWI (all country world
index). Net profit is defined as the quarter-ending value of your account, less the prior quarter-
ending value of your account, adjusted for net contributions or withdrawals into or out of your
account during the quarter. We will only receive an incentive fee if (and to the extent that) the
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quarter-end value of your account exceeds the highest prior quarter-end value of your account,
adjusted as described above.
Performance-based fee arrangements can create an incentive for the firm to take on greater risk
in client portfolios to achieve greater returns and thus higher fees. We address this conflict
through disclosure, a disciplined investment process, adherence to client objectives, and
oversight by the firm’s compliance program.
B. Side-by-Side Management and Conflicts of Interest
Side-by-side management refers to the practice of managing accounts that are charged
performance-based fees while at the same time managing accounts that are not charged
performance-based fees. EverSource does not charge or accept performance-based fees and
does not engage in side-by-side management of accounts.
Item 7 Types of Clients
EverSource serves individuals, families, estates and trusts, charitable foundations, institutions,
broker/dealers, retirement plans, IARs and other Registered Investment Advisor firms. Each
EverSource IAR is allowed to set his or her minimum account size for opening an account with
that IAR.
For an asset-based fee, EverSource contracts directly or indirectly with third-party broker-
dealers and insurance carriers to provide ongoing analysis and investment advice for client
accounts held by DPL, MSI, or Halo or at the broker-dealer or insurance carrier. (See Item
4.B.4.).
Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss
A. Methods of Analysis and Investment Strategies
EverSource enables its IARs to manage client portfolios across multiple investment programs, as
discussed in Item 4. While EverSource enables its IARs to deliver portfolios of mutual funds, ETFs,
and third-party managed accounts across multiple investment styles (index, factor, tax-aware,
values-based, and active strategies based on fundamental research), the core elements of the
portfolio management process remain consistent. Series of risk-based asset allocation models
are developed that allocate incrementally to diversified equity, alternative, and fixed income
strategies. IARs are responsible for understanding and documenting clients’ time horizon,
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portfolio withdrawal needs, risk tolerance, tax sensitivity, values, and other unique
considerations, forming the basis for a strategic asset allocation recommendation.
Investment Strategies
EverSource Firm as Portfolio Manager Program
EverSource develops diversified strategic asset allocation models as defined above and makes
available similar models from third-party asset managers on its platform that have been reviewed
and approved by the EverSource Investment Committee. Among those models are values-based
strategies, discussed below. Diversification does not guarantee against risk of loss and all
portfolios are subject to market risk.
EverSource Advisor as Portfolio Manager Program
EverSource oversees its IARs in the development of their own customized models. IARs may also
customize strategies used within a strategic asset allocation portfolio based on clients’ unique
needs and preferences. Significant deviations in asset allocation from broadly diversified, global
equity and bond indexes can expose investors to significantly different return and risk outcomes
in a portfolio.
Managed Account Program
EverSource’s Investment Committee reviews and approves access to asset managers and
strategies that IARs can use to build custom household level strategic asset allocation models for
clients. An asset managers investment style, depending on the amount of active risk versus its
primary benchmark, can expose investors to significantly different return and risk outcomes in a
portfolio.
Private Markets Program
EverSource’s Investment Committee reviews and approves access to private equity funds, private
credit funds, private real asset funds, and direct real estate investments that advisors can access
to provide as alternative investment strategies to eligible clients. Private market investments
expose investors to a significantly more types and degrees of risks than traditional asset classes,
including significantly higher illiquidity risk, credit risk, leverage risk, concentration risk, manager
risks, operational risks, and due diligence risks. IARs may introduce eligible clients to private
market investment opportunities which EverSource’s Investment Committee has not reviewed
or approved. In those situations, the IAR will make it clear to the client that neither EverSource
nor the IAR is recommending the investment and that no advisory or other fee will be charged to
the client by EverSource related to such non-recommended investment.
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Methods of Analysis
EverSource methods, focus, and depth of analysis vary based on investment program and are
applied based on the risk type and level of the investment strategy.
EverSource Firm as Portfolio Manager Program
EverSource Models: Series of risk-based models are developed based on a long-term, top-down
strategic asset allocation. EverSource selects managers to fill asset class sleeves through
quantitative and qualitative screens and in-depth asset manager and strategy due diligence.
Model performance and asset manager strategies are monitored with a particular focus on
relative return/risk to primary benchmarks and peer groups.
Third-Party Strategist Models: EverSource conducts firm due diligence on third-party strategists,
analyzes the investment style of models and historical asset allocation decisions, and reviews
track record of models vs. blended benchmarks. After third-party strategist models are added to
EverSource’s investment platform, EverSource regularly reviews manager selection and model
updates, manages trading, and monitors model performance.
Values-Based Analysis: Values-based (sometimes referred to as faith-based or faith-integrated)
investing seeks to integrate a values-based framework into the investment selection process to
screen, engage with, or align a portfolio with a values or faith driven investment philosophy. We
base this framework on a Judeo-Christian worldview. EverSource utilizes and relies on third party
asset managers to provide research and screening data for this analysis on a best-efforts basis.
Associated with this type of investing, there are additional risk factors that include, but are not
limited to the following:
• Potentially higher costs associated with screened investments.
• Screening restricts the universe of available investments which may result in a more
restricted investment universe, leading to investment underperformance.
• Potential for decreased diversification in different asset classes and across a portfolio due
to the limited universe of investable companies across the investment universe and the
limited number of managers willing to manage these values or faith integrated mandates.
• Asset managers may fail to appropriately apply values-based screens consistently due to
data inaccuracies and limitations, resulting in unintended exposures to prohibited
business activities in the product’s offering documents.
If a client desires specific screening restrictions and has sufficient assets, EverSource partners
with multiple custom direct indexing asset managers that can tailor portfolios to each client’s
specific preferences.
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EverSource Advisor as Portfolio Manager Program
EverSource provides oversight of IAR’s manager selection. The EverSource Investment
Department oversees approved lists of securities and model management on behalf of advisors
in the Black Diamond Wealth Platform. The primary objective of this program is to provide IARs
the ability to customize their own portfolios, while continuously monitoring investment strategy
performance and overseeing model construction.
Managed Account Program
EverSource conducts qualitative and quantitative due diligence on the asset manager and
investment strategy and may supplement its review with similar due diligence from a third-party.
EverSource may also outsource due diligence for managers on Unified Managed Account
platforms to a third-party sponsor of the program.
Private Markets Program
EverSource conducts operational due diligence and investment due diligence before approving a
new private equity fund, private credit fund, private real estate fund, and direct real estate
investment and may supplement our review with similar due diligence from a third-party.
B. Material, Significant or Unusual Risks of Investment Strategies
Material risks vary based on investment program and are summarized below.
EverSource Firm as Portfolio Manager Program
Because EverSource manages or selects series of highly diversified, multi-asset class models for
the EverSource Firm as Portfolio Manager program, the primary risks are economic and market
risks, investment style risk, and asset manager unique risks. An investment strategy’s strategic
asset allocation that manages market risk is the most significant variable. See above for
additional risk factors related to values-based investing.
EverSource Advisor as Portfolio Manager Program
This program presents the same list of primary and significant risks as the EverSource Firm as
Portfolio Manager program. However, individual IAR decisions about manager and fund
concentrations within their models and portfolios may lead to more significant investment style
and asset manager unique risks.
Managed Account Program
Material and significant risks are economic and market risks, investment style risk, and asset
manager unique risks. Given that investment accounts are completely invested in a single asset
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manager’s strategy, manager concentration risk, including key person, investment, and
operational risk, is a significant consideration.
Private Markets Program
Private market investments expose investors to significantly more types and degrees of risks than
traditional asset classes, including significantly higher illiquidity risk, credit risk, leverage risk,
asset concentration risk, manager risks, key person risks, and operational risks (including absence
of internal controls). In addition, due to the difficulty with assessing these risks, there is the
additional risk that the due diligence process may miss a material risk relevant to the decision to
invest.
C. Risks Associated with Particular Types of Securities
As a general practice, EverSource does not recommend concentrated investment in individual
securities and recommends diversification to protect against risk of loss. However, EverSource
does accommodate client requests to invest in or hold individual securities.
One exception to this general practice is that EverSource will due diligence and recommend direct
investments in real estate. These investments come with unique private market asset risks,
including development or redevelopment risks, leverage risks, local submarket risks, entitlement
or zoning risks, environmental risks, and other unique risks that cannot be diversified through a
larger fund. Pooled Investment Funds, such as EverSource Capital Access Fund I, LLC (“Fund”),
are illiquid, have no readily available market or sales price, and are concentrated in a particular
fund invested only in a particular private market sector. Pooled Investment Funds may only
produce a return on invested capital when the underlying investments make distributions or
liquidate. Investors must be careful to evaluate these risks against their investment objectives,
liquidity needs and risk tolerance before making a decision to invest.
Item 9 Disciplinary Information
We are required to disclose to our clients any legal, regulatory, or disciplinary events that are
material to a client’s or prospective client’s evaluation of EverSource’s advisory business or the
reputation and integrity of its management. (A “management person” is any of the firm’s
principal executive officers and members of the firm’s investment committee.)
Neither EverSource nor its management personnel have been involved in any arbitration claim
or found liable in any civil, self-regulatory organization or administrative proceeding that would
require disclosure under applicable SEC rules. Individual investment advisor representatives
include any required disciplinary disclosures in the Form ADV Part 2B provided to their clients.
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Item 10 Other Financial Industry Activities and Affiliations
A. Broker-Dealer Registration
Neither EverSource nor any of our management persons (including investment advisor
representatives) are registered, or have an application pending to register, as a broker-dealer or
a registered representative of a broker-dealer.
B. Futures Commission or, Commodity Pool Operator or Trading Advisor Registration
EverSource is not registered, and does not have an application pending to register, as a futures
commission merchant, commodity pool operator, a commodity trading advisor, or an associated
person of the foregoing entities.
C. Material Relationships or Arrangements with Related Persons
BMSS Wesson Wealth Solutions, LLC (“BWWS”), an SEC-registered investment advisor firm, is
under common control with EverSource in that Mark Wesson is the CEO of both firms. Some of
the EverSource personnel are also employed by BWWS. BWWS and EverSource share office
space, personnel and other critical functions including management, and EverSource provides
certain back office and sub-advisory services to BWWS.
BMSS, LLC (“BMSS”) is a regional certified public accounting firm that is the sole owner of BWWS.
Some of the members of BMSS are also members of BMSS EverSource, LLC, which is one of the
owners of EverSource Wealth Advisors, LLC. EverSource CEO Mark Wesson is a member of BMSS,
which subleases office space from EverSource for a handful of BMSS’s employees. Several of the
owners and supervised persons of EverSource are also clients of BMSS, BWWS or both. Because
of these relationships, EverSource has an interest in recommending that clients engage BMSS for
accounting and related services. EverSource addresses this conflict of interest through
disclosure.
EverSource is the 100% owner of EverSource CID, LLC (“CID” or “Consider It Done!”), a virtual
assistant company serving financial advisors around the nation, including BWWS and EverSource.
CID discloses to its clients that it is owned by EverSource and the agreement between CID and its
financial advisor clients provides that EverSource will not use the information obtained through
CID except as necessary to facilitate ordinary business transactions and to supervise the
operations of CID. Because CID is a wholly-owned subsidiary, EverSource has a self-interest in
recommending that clients use CID’s services.
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EverSource is the manager of EverSource Capital Access Fund I, LLC, a pooled investment fund
created in 2022 to allow eligible clients to pool their funds and invest in a single private market
real estate fund. The fees associated with the Fund are disclosed in Item 4 and the Fund details
are described in its offering documents.
One member of the EverSource Board of Managers is a co-founder and co-CEO of Sovereign’s
Capital, a private equity firm which sponsors investment funds, including ones that EverSource
recommends. Another Board member and part owner of the Firm is the CEO of a private real
estate firm which sponsors real estate investment funds, including ones that EverSource also
recommends. EverSource addresses this conflict of interest by disclosing these relationships and
subjecting these funds to the same due diligence process as any other private fund it
recommends. Further, neither board member has any involvement in the due diligence or
recommendation process and clients are not required to invest in any fund.
EverSource has a relationship with Mutual Securities, Inc. (“MSI”), an unaffiliated broker-dealer
(member FINRA, MSRB and SIPC), under which EverSource provides investment consulting
services to certain of MSI’s clients (“Brokerage Customers”) who have requested that EverSource
provide those services. The consulting fee paid to EverSource by MSI is described in Item 5 above.
This consulting relationship does not include assuming discretionary authority over Brokerage
Customer’s brokerage accounts at MSI or monitoring of those securities. These consulting
services offered to Brokerage Customers include a general review of Brokerage Customer’s
investment holdings, to the extent the client’s holdings are disclosed to the IAR and may result
in the IAR making specific securities recommendations or offering general investment advice.
Brokerage Customers execute a written investment advisory agreement directly with EverSource.
This relationship with MSI presents potential conflicts of interest, which are mitigated by
requiring that Brokerage Customers consent to the receipt of investment advice from
EverSource, by EverSource not charging any additional fees on or related to the client’s MSI
assets, and by EverSource not engaging as or holding itself out to the public as a securities
broker/dealer. EverSource is not affiliated with any broker/dealer.
As described in Item 5, some of the IARs which join EverSource are licensed insurance brokers or
agents who work with various insurance companies unaffiliated with EverSource. In these
capacities, these individuals may recommend insurance products and receive additional
compensation from the sale of those products through the insurance companies with which
these individuals are appointed. Thus, a potential conflict of interest exists between the interests
of these individuals and those of the advisory clients, possibly creating an incentive for them to
recommend insurance products based on the compensation received, rather than on a client’s
needs. These individuals who are IARs do not limit their recommendations to products or services
offered by the insurance company which appointed them and ensure that all recommendations
are appropriate for a client’s specific needs. EverSource does not receive any part of the
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commissions generated through the sale of insurance products but does supervise the insurance
activities of its IARs as outside business activities.
As described in Item 5, EverSource has a relationship with Flourish Cash that allows the firm to
earn referral fees for recommending the Flourish Cash FDIC-member insured program, which
creates an incentive to recommend Flourish Cash with the potential to create conflicts of interest
relative to recommending other FDIC-insured cash account programs. Flourish Cash is a cash
account and is not considered a security.
D. Material Conflicts of Interest Relating to Other Investment Advisors
EverSource will occasionally assist a client by identifying or recommending another investment
advisor for such client from whom we may receive compensation. In addition, EverSource
does receive client referrals from other investment advisors, including the related firm BWWS,
for which EverSource pays a referral fee. See Item 14 for an explanation of this practice and of
how EverSource addresses the attendant conflict of interest.
Betterment Advisor Solutions is a digital wealth management platform generally serving
independent investment advisory firms and advisors (such advisors, “you” or “Advisor”).
Betterment LLC (“Betterment”), a registered investment advisor, serves as sub-advisor to
Advisor’s clients (“Clients”). MTG LLC, dba Betterment Securities (“Betterment Securities”), a
registered broker-dealer and member of FINRA and SIPC, serves as broker-dealer and
custodian. The 401(k) plan clients using Betterment are charged an asset-based wrap fee on
amounts invested via the Betterment Advisor Solutions platform, tiered based on the aggregate
balance of the Firm’s client accounts at Betterment. That wrap fee currently either (i) ranges
from 0.12% to 0.20% of account balances, determined based on the aggregate balance of all
accounts at Betterment, or (ii) is a flat fee. The services included for the wrap fee include all of
the services provided by Betterment and Betterment Securities through the Betterment Advisor
Solutions platform, including advisory services, custody of assets, execution and clearing of
transactions, and account reporting. Because the Firm receives a fee based upon AUM which
increases based upon additional AUM, EverSource has an incentive to recommend Betterment
to its clients. We handle this conflict of interest through disclosure and confirming that
Betterment’s fees and services are competitive in the marketplace.
Item 11 Code of Ethics, Participation or Interest in Client Transactions,
and Personal Trading
A. Code of Ethics
We have adopted a Code of Ethics (“Code of Ethics”) pursuant to Rule 204A-1 under the Advisors
Act. Our Code of Ethics requires our IARs, employees and other associated persons to comply
with all applicable federal and state securities laws and establishes a high ethical standard of
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business conduct to which we hold each of them. Certain other matters addressed in our Code
of Ethics include policies or procedures that address: (1) personal trading of securities by our
IARs, employees and access persons; (2) oversight of our IARs, employees and clients’ accounts;
(3) document and recordkeeping requirements; and (4) enforcement and the consequences of
noncompliance or violation of the Code of Ethics.
A copy of our Code of Ethics is available to our current and prospective clients. To request a copy,
contact us at (205) 982-5515 or compliance@eversourcewa.com.
As is disclosed in Item 5 of this Brochure, certain EverSource IARs may be appointed insurance
agents with various insurance companies. Please refer to Item 5 and Item 10 of this Brochure for
an explanation of these relationships and important conflict of interest disclosures.
B. Investing Personal Money in the Same Securities as Clients
EverSource has adopted a Personal Securities Transactions and Insider Trading Policy (“Personal
Securities Policy”) within its Code of Ethics. The Personal Securities Policy is designed to detect
and prevent conflicts of interest when persons covered by the policy trade securities which may
be traded for our clients.
The Personal Securities Policy covers any account where persons covered by the policy has direct
or indirect ownership, influence, or control. We require preapproval for investing in private
placements and IPOs.
Investment Adviser Representatives and employees of EverSource who have access to client
accounts or investment recommendations (“Access Persons”) are required to provide a copy of
statements for all personal accounts that are covered by the Personal Securities Policy. These
accounts are then reviewed and added to our monitoring system.
C. Contemporaneous Trading and Trading in Securities Recommended to Clients
EverSource does not buy securities for its own account. Therefore, no potential conflict of
interest exists at the firm level.
Our firm or individuals associated with our firm do buy or sell for their personal accounts
securities identical to those recommended to or purchased for customers. In addition, any
related person may have an existing interest or position in a certain security which may also be
recommended to a client. This practice results in a potential conflict of interest, as we could have
an incentive to manipulate the timing of such purchases to obtain a better price or more
favorable allocation in rare cases of limited availability.
To mitigate these potential conflicts of interest and ensure the fulfillment of our fiduciary
responsibilities, we have established the following restrictions:
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(1) No supervised person of our firm is allowed buy or sell securities for their personal
portfolio(s) where their decision is substantially derived, in whole or in part, by reason of
his or her employment or association unless the information is also available to the
investing public on reasonable inquiry. No supervised person of our firm is allowed prefer
his or her own interest to that of the advisory client;
(2) It is the express policy of our firm that no supervised person of our firm can purchase or
sell any security prior to a transaction being implemented for an advisory account, and
therefore, preventing such supervised persons from benefiting from transactions placed
on behalf of advisory accounts;
(3) We emphasize the unrestricted right of the client to decline to implement any advice
rendered;
(4) For financial planning, consulting, and pension/retirement benefit plan consulting clients
we emphasize the unrestricted right of the client to select and choose any broker-dealer
and/or insurance company he/she wishes; and
(5) All of our supervised persons must act in accordance with all applicable Federal and State
regulations governing registered investment advisory practices.
Any supervised person not in observance of the above will be subject to disciplinary action,
including termination.
Item 12 Brokerage Practices
A. Factors Considered in Selecting or Recommending Broker-Dealers
1. Research and Other Economic Benefits
For clients in need of brokerage or custodial services, and depending on client circumstances and
needs, EverSource will recommend the use of one of several broker-dealers, including Fidelity
Institutional (“Fidelity”) or Schwab Advisor Services, a division of Charles Schwab Corporation,
member FINRA/SIPC (“Schwab”). EverSource is independently owned and operated and is not
affiliated with Schwab or Fidelity. EverSource receives access to benefits from Fidelity and
Schwab, including institutional trading and custody services, that are generally not available to
retail investors.
These benefits may include: (1) access to a proprietary trading platforms and execution of trades;
(2) access to a dedicated trading desk serving program participants exclusively; (3) the ability to
have investment advisory fees deducted directly from a client’s account; (4) research and
compliance publications; (5) access to certain mutual funds which generally require significantly
higher minimum initial investments or that are available only to institutional investors, and (6)
invitations to education seminars provided online or at conferences. These economic benefits
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are provided by Fidelity, and Schwab to independent advisors who custody client assets with
them on an unsolicited basis at no charge and are not generated by or tied to client brokerage
commissions.
Our clients do not pay brokerage commissions higher than those charged by other broker-dealers
as a result of our receipt of these benefits, and all clients benefit from these benefits. However,
participation in the programs described above does gives rise to a potential conflict of interest
for our firm, as the receipt of program benefits creates an incentive for us to recommend
program sponsors to clients for brokerage or custodial services.
We review the services of broker-dealers and recommend them based on a number of factors.
These factors include the professional services offered, commission rates, and the custodial
platform provided to clients. While, based on our business model, we will not seek to exercise
discretion to negotiate trades among various broker-dealers on behalf of clients, we will,
however, periodically review and attempt to negotiate lower commission rates for our clients
with them.
The final decision of where to custody assets is at the discretion of the client, including those
accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the
plan sponsor or IRA account holder. However, we reserve the right to decline acceptance of any
client account for which the client directs the use of a broker-dealer if we believe that this choice
would hinder our firm’s fiduciary duty to the client or our ability to service the account.
2. Brokerage for Client Referrals
Neither EverSource nor any related party participates in any client referral programs with any
custodian or broker-dealer. EverSource’s client referral arrangements with third parties,
described in Item 14, are not in any way connected to or considered in selecting or
recommending a broker-dealer for a client account.
3. Directed Brokerage – Third-Party Managers and Programs
Third party managers may require prime brokerage arrangements for trading client accounts
which may impose an additional trading cost on client accounts. Our firm does not control or
benefit from the brokerage practices of any third-party manager or investment program. Clients
should be aware that participation in certain investment programs, including “wrap fee”
programs may be conditional on the use of a certain broker-dealer, often the sponsor of the
program. In such situations, best execution may not always be attained for program participants.
B. Trading-Order Aggregation
We will frequently but not always utilize block trading (i.e., trade aggregation) for client trades.
When we do not implement block trading, certain client trades may be executed before others
at a different price. If EverSource determines that aggregation of trades in a certain situation will
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be beneficial to clients, transactions will be blocked to achieve an average price and will be
allocated among clients in proportion to the purchase and sale orders placed from each client
account on any given day.
Item 13 Review of Accounts
Investment Advisory Services
Reviews
For our clients who have an investment advisory relationship, their accounts are monitored on
an ongoing basis by their IAR. On at least an annual basis, IARs review client accounts’ current
asset allocation vs. target, recent investment activity, performance, and portfolio management
changes needed based on clients’ updated investment objectives and/or financial situation.
EverSource provides a daily investment dashboard and quarterly performance reports accessible
via the Black Diamond Client Portal for clients to review their own investment strategy and
performance.
On at least an annual basis, meetings are held with (or at least offered to) clients to discuss
investment performance, objectives, and notable changes in a client’s financial situation. More
frequent non-periodic reviews can be triggered by changes in financial or life circumstances or
external market, economic, or political events.
Reports
In addition to the monthly statements and confirmations of transactions that clients receive from
their custodian or broker-dealer, we provide quarterly online reports summarizing account
performance, balances, and holdings. Paper statements will be provided at the request of the
client. Certain clients may receive additional or alternative reports, as contracted at the inception
of the advisory relationship.
Financial Planning Services
Clients that utilize the financial planning services provided by EverSource as a part of an ongoing
engagement can expect to have an annual review of their financial plans. The plan
recommendations will be reviewed in the context of each client’s goals and objectives. More
frequent non-periodic reviews can be triggered by changes in financial or life circumstances or
external market, economic, or political events. EverSource will provide reports, forecasts,
illustrations, or written descriptions in situations in which it is beneficial or upon a client’s
request.
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Financial Planning clients will receive a completed financial plan either in hard copy form or via
digital access via a web-based portal for the initial financial plan as per the client engagement
letter. Additional reports will not typically be provided unless otherwise contracted.
Item 14 Client Referrals and Other Compensation
Economic Benefits for Providing Advice or Services to Clients
EverSource receives an economic benefit from custodians and broker dealers in the form of the
support products and services made available to EverSource in the same way they do for other
independent investment advisors that have their clients maintain accounts at these companies.
These products and services, how they benefit EverSource, and the related conflicts of interest
are described under Item 12 of this Brochure. The availability to EverSource of the custodians’ or
broker dealers’ products and services is not based on EverSource giving particular investment
advice, such as buying particular securities for clients or in exchange for client’s brokerage
commissions.
EverSource may from time to time receive additional direct or indirect compensation from asset
managers, product sponsors, and vendors; such as reimbursement for travel and/or marketing
expenses, costs associated with EverSource employees and IARs attending various education or
training events, an occasional dinner or ticket to a sporting event, and/or other gifts. This may
include payments in connection with client workshops, marketing events or advertising
initiatives, including EverSource-sponsored conferences and events. Although receipt of these
gifts/reimbursements are not predicated upon specific sales, they are typically made in
anticipation that sales will be made. Clients should be aware that the receipt of economic
benefits by EverSource or its Associated Persons in and of itself creates a conflict of interest and
could influence EverSource’s choice of these various vendors. We address this conflict of interest
by recommending custodians, vendors, and products that we believe in good faith are
appropriate for the client’s particular needs.
Clients are under no obligation contractually or otherwise, to use any of the custodians, vendors,
and products recommended by us.
Client Referrals
In some situations, Eversource pays referral fees to EverSource’s supervised persons,
independent persons or other investment advisor firms (“Promoter”) for introducing clients to
EverSource. Whenever we pay a referral fee to anyone other than an EverSource supervised
person, we require the Promoter to provide the prospective client with a copy of this document
(our Firm Brochure) and a separate disclosure statement that includes the following information:
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the Promoter’s name and relationship with our firm;
the fact that the Promoter is being paid a referral fee;
the amount of the fee; and
whether the fee paid to EverSource by the client will be increased above our normal
fees in order to compensate the Promoter.
As a matter of firm practice, the advisory fees paid to EverSource by clients referred by Promoters
are not increased as a result of any referral or referral fee paid to Promoters.
Payment of fees for the referral of prospective clients creates a potential conflict of interest to
the extent that such a referral to our firm is not unbiased and the Promoter is, at least partially,
motivated by financial gain. Therefore, such a referral could be made even if our advisory services
are not suitable to a particular client’s needs. We address this conflict of interest through making
the disclosures described above and carefully screening referred clients to ensure that our fees,
services, and investment strategies are suitable to their investment needs and objectives.
For certain retirement plans, EverSource has agreed to provide investment education to plan
participants, deliver documents provided by the plan sponsor, conduct initial and ongoing
enrollments, and undertake similar administrative support tasks on behalf of the plan sponsor
and fiduciaries engaged by the plan sponsor. Part of the compensation received for this service
is considered a referral fee, and that arrangement is fully disclosed in the documents provided to
the plan sponsor.
Referrals of Other Professionals
EverSource refers clients to other service professionals if requested or deemed necessary based
on the specific needs of the client. For example, EverSource may refer clients to legal counsel and
insurance agents or to BMSS, BMSS’ payroll company, Payroll & Benefit Solutions, and BMSS’ IT
Company, Abacus IT Solutions. It is possible that these professionals will make referrals of their
clients seeking investment advice to EverSource. However, EverSource does not pay for or
receive any compensation from these referrals.
Other Compensation
EverSource does not receive sales charges, securities commissions, service fees, 12b-1 fees or
other compensation from a non-client in connection with providing investment advice to a client.
Our supervised persons may receive additional compensation as described in Item 5 of this
Brochure. Please refer to Item 5 and Item 10 of this Brochure for a detailed explanation of these
relationships and important conflict of interest disclosures.
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Item 15 Custody
Custody is defined as any legal or actual ability by EverSource to access client funds or securities.
Since all client funds and securities are maintained with a qualified custodian or, in the case of
some private assets, self-custodied by the client, we do not take physical possession of client
assets. However, under the current SEC rules, our firm is deemed to have constructive custody
of client assets because we are permitted in our agreement with the client to directly debit client
custodial accounts for advisory fees. Because the custodian does not calculate the amount of the
fee to be deducted, it is important for clients to carefully review their custodial statements to
verify the accuracy of the calculation, among other things. Clients should contact EverSource as
soon as possible if they believe that there may be an error or discrepancy in their statement.
EverSource does not accept authority to sign checks or otherwise disburse funds on behalf of
any advisory clients. However, certain clients have established asset transfer authorizations
which permit the qualified custodian to rely upon instructions from EverSource to transfer client
funds to third parties. According to SEC guidance, EverSource is considered to have custody of
those client assets subject to such a “standing letter of authorization” or “move money” form
(collectively “SLOAs”). EverSource works with the qualified custodian in these situations to
satisfy the SEC’s guidance with respect to SLOAs, including requiring clear and specific written
instructions from the client and ensuring the client has the ability to terminate or change the
instructions at any time.
Client funds invested in the pooled investment fund EverSource Capital Access Fund I, LLC
(“Fund”) are in turn invested in the single private real estate fund described in the offering
documents, except for funds set aside to pay for third-party expenses, such as accounting
charges. Those assets will be held in accounts at a qualified custodian. However, because
EverSource acts as the manager of the Fund, we are deemed to have custody of those assets
and are subject to the SEC’s related custody rules. This requires that we obtain an annual audit
of the Fund and provide clients with written notification of any change in the affected accounts’
custodial arrangements.
Item 16 Investment Discretion
Clients may hire EverSource to provide discretionary asset management services. For clients
granting us discretionary authority, EverSource determines which securities and the amounts of
securities that are to be bought or sold for their account, we require that such authority be
granted in writing, typically in the executed Client Agreement. With respect to the use of third-
party managers, EverSource does not directly manage these client portfolios, or this portion of
these client assets. However, we monitor these managers as part of our ongoing third-party
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manager review process. As such, the client generally grants us the authority to hire and fire the
selected registered investment advisor directly.
Discretionary investment authority granted to us may be delegated by us to selected third-party
managers with prior client consent.
Should the client wish to impose reasonable limitations on this discretionary authority, the
limitations shall be included in a written authority statement. Modifications must be submitted
by the client in writing and are subject to EverSource’s approval.
Item 17 Voting of Client Securities
As a matter of firm policy, we do not vote proxies on behalf of clients. Clients will receive their
proxies and other solicitations directly from their custodian or transfer agent and retain sole
responsibility for voting.
Although our firm provides investment advisory services relative to client investment assets,
clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited
by issuers of securities beneficially owned by the client shall be voted; and (2) making all elections
relative to any mergers, acquisitions, tender offers, bankruptcy proceedings, class actions or
other type events pertaining to the client’s investment assets.
Clients are responsible for instructing each custodian of the assets to forward to the client copies
of all proxies and shareholder communications relating to the client’s investment assets.
However, third-party asset managers may vote proxies, engage with company leaders, and/or
evaluate class actions relative to the client’s assets. In the event we engage a subadvisor to
manage a client’s account who requests that authority, the client will grant us the ability to
delegate that authority to the subadvisor.
Item 18 Financial Information
A. EverSource’s Balance Sheet
Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client
six (6) months or more in advance. Therefore, we are not required to include a financial
statement.
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EverSource has no financial condition that impairs our ability to meet our contractual obligations
to our clients and has never been the subject of a bankruptcy proceeding.
B. Financial Conditions Likely to Impair EverSource’s Ability to Meet Client Commitments
We have nothing to disclose in this regard.
C. Bankruptcy Petitions
We have nothing to disclose in this regard.
[END OF PART 2A OF FORM ADV]
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