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Item 1
Cover Page
Mazars Wealth Advisors
SEC File Number: 801 – 63968
ADV Part 2A, Brochure
Dated: April 27, 2026
Contact: Lisa Osofsky, Chief Compliance Officer
135 West 50th Street; 17th Floor
New York, New York 10020
This brochure provides information about the qualifications and business practices of Mazars USA
Wealth Advisors LLC dba Mazars Wealth Advisors. If you have any questions about the contents of
this brochure, please contact us at (212) 812-7000 or lisa.osofsky@us.forvismazars.com. The
information in this brochure has not been approved or verified by the United States Securities and
Exchange Commission or by any state securities authority.
Additional information about Mazars Wealth Advisors also is available on the SEC’s website at
www.adviserinfo.sec.gov.
References herein to Mazars Wealth Advisors as a “registered investment adviser” or any reference
to being “registered” does not imply a certain level of skill or training.
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Item 2
Material Changes
Mazars Wealth Advisors is in the process of winding down its investment advisory practice and is no longer
accepting new clients.
Item 3
Table of Contents
Item 1 Cover Page .................................................................................................................................... 1
Item 2 Material Changes .......................................................................................................................... 2
Item 3
Table of Contents .......................................................................................................................... 2
Item 4 Advisory Business ........................................................................................................................ 3
Fees and Compensation ................................................................................................................ 7
Item 5
Performance-Based Fees and Side-by-Side Management ............................................................ 8
Item 6
Item 7
Types of Clients ............................................................................................................................ 8
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 9
Item 9 Disciplinary Information ............................................................................................................ 10
Item 10 Other Financial Industry Activities and Affiliations .................................................................. 10
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.............. 11
Item 12 Brokerage Practices .................................................................................................................... 12
Item 13 Review of Accounts .................................................................................................................... 14
Item 14 Client Referrals and Other Compensation .................................................................................. 14
Item 15 Custody ....................................................................................................................................... 14
Item 16
Investment Discretion ................................................................................................................. 15
Item 17 Voting Client Securities .............................................................................................................. 15
Item 18 Financial Information ................................................................................................................. 15
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Item 4
Advisory Business
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. 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.
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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.
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.). 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
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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
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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 that are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in Registrant’s
operations and/or 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 financial losses and/or
other adverse consequences. Although the Registrant has established processes to reduce
the risk of cybersecurity incidents, there is no guarantee that these efforts will always be
successful, especially considering that the Registrant does not control the cybersecurity
measures and policies employed by third-party service providers, issuers of securities,
broker-dealers, qualified custodians, governmental and other regulatory authorities,
exchanges and other financial market operators and providers.
Client Privacy and Confidentiality. The Registrant maintains policies and procedures
designed to help protect the confidentiality and security of client nonpublic personal
information (“NPPI”). NPPI includes, but is not limited to, social security numbers, credit
or debit card numbers, state identification card numbers, driver’s license number and
account numbers. The Registrant maintains administrative, technical, and physical
safeguards designed to protect such information from unauthorized access, use, loss, or
destruction. These safeguards include controls relating to data access, information security,
and incident response, and are reviewed to address changes in risk and business. Client
information may be disclosed in response to regulatory requests, legal obligations, or as
otherwise permitted by law, and any such disclosure is made in accordance with applicable
privacy and confidentiality requirements.
The Registrant may engage non-affiliated service providers in connection with providing
advisory services, and such providers may have access to client NPPI, as necessary, to
perform their functions. The Registrant confirms that service providers maintain
safeguards designed to protect client information from unauthorized access or use and
provide notice to the Registrant in the event of a cybersecurity incident involving client
information maintained by the service provider. While the Registrant maintains policies
and procedures designed to protect client information, such measures cannot eliminate all
risk. The Registrant will notify clients in the event of a data breach involving their NPPI
as may be required by applicable state and federal laws.
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
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client prior to, or contemporaneously with, the execution of the Investment Advisory
Agreement or Financial Planning and Consulting Agreement.
to providing
investment advisory services, an
C. The Registrant shall provide investment advisory services specific to the needs of each
investment adviser
client. Prior
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of August 31, 2025, the Registrant had $0 in assets under management on a
discretionary basis.
Item 5
Fees and Compensation
A.
INVESTMENT ADVISORY SERVICES
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 follows:
Market Value of Portfolio % of Assets
$0.00 - $999,999
$1,000,000-$1,999,999
$2,000,000-$2,999,999
$3,000,000-$3,999,999
$4,000,000- $4,999,999
$5,000,000- and more
1.00%
0.90%
0.80%
0.70%
0.60%
0.50%
The above scheduled fees are negotiable when warranted based on the client’s individual
facts and circumstances.
*The fees charged may be higher or lower than the cost of similar services offered
through other registered investment advisors. Clients may be able to obtain similar
services for a lesser fee from other investment advisors.
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 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.
B. Clients shall have the Registrant’s advisory fees deducted from their custodial account.
Both Registrant’s Investment Advisory Agreement and the custodial/clearing agreement
may authorize the custodian to debit the account for the amount of the Registrant’s
investment advisory fee and to directly remit that management fee to the Registrant in
compliance with regulatory procedures.
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In the limited event that the Registrant bills the client directly, payment is due upon receipt
of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients quarterly in
advance or arrears, based upon the market value of the assets on the last business day of
the previous quarter.
C. The Registrant does not generally recommend a broker-dealer/custodian for client
investment management assets. Broker-dealers/custodians may charge brokerage
commissions and/or transaction fees for effecting certain securities transactions (i.e.,
transaction fees are charged for certain no-load mutual funds, commissions are charged for
individual equity and fixed income securities transactions).
In addition to Registrant’s investment management fee, brokerage commissions and/or
transaction fees, 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).
D. Registrant’s annual investment advisory fee shall be prorated and paid quarterly, in
advance or arrears, based upon the market value of the assets on the last business day of
the previous quarter. The Registrant generally does not require an annual minimum fee or
a minimum asset level for investment advisory services. The Registrant, in its sole
discretion, may charge a lesser investment management fee and/or waive or reduce its
minimum fee or asset requirement based upon certain criteria (i.e., anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, negotiations with client, etc.).
The Investment Advisory Agreement between the Registrant and the client will continue in
effect until terminated by either party by written notice in accordance with the terms of the
Investment Advisory Agreement. Upon termination, if the Registrant’s fee was paid
quarterly in advance, the Registrant shall refund the pro-rated portion of the advanced
advisory fee paid based upon the number of days remaining in the billing quarter.
Alternatively, if the Registrant’s fee was paid quarterly in arrears, the Registrant shall debit
the client’s account for the value of services rendered as of the time of termination.
E. Neither the Registrant, nor its representatives accept compensation from the sale of
securities or other investment products.
Item 6
Performance-Based Fees and Side-by-Side Management
Neither the Registrant nor any supervised person of the Registrant accepts performance-
based fees.
Item 7
Types of Clients
The Registrant’s clients shall generally include individuals, business entities, trusts,
pension and profit sharing plans, estates and charitable organizations. The Registrant
generally does not require an annual minimum fee or a minimum asset level for investment
advisory services. The Registrant, in its sole discretion, may charge a lesser investment
management fee and/or waive or reduce its minimum fee or asset requirement based upon
certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets,
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dollar amount of assets to be managed, related accounts, account composition, negotiations
with client, etc.).
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
A. The Registrant may utilize the following methods of security analysis:
Technical – (analysis performed on historical and present data, focusing on price
and trade volume, to forecast the direction of prices)
The Registrant may utilize the following investment strategies when implementing
investment advice given to clients:
Long Term Purchases (securities held at least a year)
Short Term Purchases (securities sold within a year)
Trading (securities sold within thirty (30) days)
Investment Risk. Investing in securities involves risk of loss that clients should be
prepared to bear. Different types of investments involve varying degrees of risk, and it
should not be assumed that future performance of any specific investment or investment
strategy (including the investments and/or investment strategies recommended or
undertaken by the Registrant) will be profitable or equal any specific performance level(s).
B. The Registrant’s methods of analysis and investment strategies do not present any
significant or unusual risks.
However, every method of analysis has its own inherent risks. To perform an accurate
market analysis the Registrant must have access to current/new market information. The
Registrant has no control over the dissemination rate of market information; therefore,
unbeknownst to the Registrant, certain analyses may be compiled with outdated market
information, severely limiting the value of the Registrant’s analysis. Furthermore, an
accurate market analysis can only produce a forecast of the direction of market values.
There can be no assurances that a forecasted change in market value will materialize into
actionable and/or profitable investment opportunities.
The Registrant’s primary investment strategies - Long Term Purchases, Short Term
Purchases, and Trading - are fundamental investment strategies. However, every
investment strategy has its own inherent risks and limitations. For example, longer term
investment strategies require a longer investment time period to allow for the strategy to
potentially develop. Shorter term investment strategies require a shorter investment time
period to potentially develop but, as a result of more frequent trading, may incur higher
transactional costs when compared to a longer term investment strategy. Trading, an
investment strategy that requires the purchase and sale of securities within a thirty (30) day
investment time period, involves a very short investment time period but will incur higher
transaction costs when compared to a short term investment strategy and substantially
higher transaction costs than a longer term investment strategy.
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Borrowing Against Assets/Risks. A client who has a need to borrow funds, could
determine to do so by using:
Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan
to the client, the client pledges its investment assets held at the account custodian as
collateral.
The above-collateralized loans are generally utilized because they provide favorable
interest rates. These types of loans can assist with a pending home purchase, permit the
retirement of more expensive debt, or enable borrowing in lieu of liquidating existing
account positions and incurring capital gains taxes. However, such loans are not without
potential material risk to the client’s investment assets. The lender (i.e., custodian, bank,
etc.) will have recourse against the client’s investment assets in the event of loan default or
if the assets fall below a certain level. For this reason, the Registrant does not recommend
such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase
a new residence). The Registrant does not recommend such borrowing for investment
purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to
determine to utilize a pledged assets loan, the following potential economic benefits could
inure to the Registrant:
by taking the loan rather than liquidating assets in the client’s account, Registrant
continues to earn a fee on such Account assets; and,
if the client invests any portion of the loan proceeds in an account to be managed by
Registrant, Registrant will receive an advisory fee on the invested amount; and,
if Registrant’s advisory fee is based upon the higher margined account value,
Registrant will earn a correspondingly higher advisory fee. This could provide
Registrant with a disincentive to encourage the client to discontinue the use of margin.
The Client must accept the above risks and potential corresponding consequences
associated with the use of margin or a pledged assets loans.
C. Currently, the Registrant primarily allocates client investment assets among various,
mutual funds and/or exchange traded funds and/or investment programs and/or
Independent Manager(s) on a discretionary basis in accordance with the client’s designated
investment objective(s).
Item 9
Disciplinary Information
The Registrant has not been the subject of any disciplinary actions.
Item 10
Other Financial Industry Activities and Affiliations
A. Neither the Registrant, nor its related persons, are registered or have an application pending
to register, as a broker-dealer or a registered representative of a broker-dealer.
B. Neither the Registrant, nor its related persons, are registered or have an application pending
to register, as a futures commission merchant, commodity pool operator, a commodity
trading advisor, or a representative of the foregoing.
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C. Certified Public Accountant. Registrant does not render accounting advice or tax
preparation services to its clients. Rather, to the extent that a client requires accounting
advice and/or tax preparation services, Registrant, if requested, may recommend the
services of a certified public accountant, all of which services shall be rendered
independent of the Registrant pursuant to a separate agreement between the client and the
certified public accountant. Registrant’s indirect owner, Mazars USA LLP (“Mazars”) is
a certified public accounting firm.
Specifically, to the extent that Mazars provides accounting and/or tax preparation services
to any clients, including clients of the Registrant, all such services shall be performed by
Mazars, in its professional capacity, independent of the Registrant, for which services
Registrant shall not receive any portion of the fees charged by Mazars, referral or
otherwise. Certain members of Registrant are also members of Mazars.
It is anticipated that the members of Mazars, solely incidental to their respective practices
as Certified Public Accountants with Mazars, shall recommend the Registrant’s services to
certain of Mazars’ clients. Neither Mazars, nor any of its members, shall receive referral
fees from the Registrant. However, those individual members of the Registrant who are
also members of Mazars shall be entitled to receive distributions relative to their respective
ownership interests in Registrant. Mazars is not involved in providing investment advice
on behalf of the Registrant, nor does Mazars hold itself out as providing advisory services
on behalf of the Registrant. No client is under any obligation to engage the services of
Mazars, or any other person or entity recommended by Registrant or its representatives.
D. If Registrant refers a client to certain third party managers, including BNY Mellon. When
the client engages those third party managers, Registrant may be compensated for its
services by receipt of a referral fee to be paid by third party managers to the Registrant in
accordance with the requirements of Rule 206 (4)-1 of the Investment Advisors Act of
1940, as amended, and any corresponding state securities laws, rules, regulations or
requirements. As such, the Registrant may act as a promoter for BNY Mellon and certain
other third party managers. The referral fee shall be paid solely from the investment
management fee paid to either entity and shall not result in any additional charge to the
client. In addition to Registrant’s written disclosure statement, the client shall also receive
the third-party manager’s written disclosure statement discussing its fees and services.
Conflict of Interest: The recommendation by Registrant that an individual or entity engage
BNY Mellon presents a conflict of interest, as the receipt of a referral fee provides an
incentive to recommend BNY Mellon based upon the referral fee received, rather than on a
particular client’s need. No person or entity is under any obligation to engage any
investment advisory firm recommended by Registrant.
Item 11
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
A. The Registrant maintains an investment policy relative to personal securities transactions.
This investment policy is part of Registrant’s overall Code of Ethics, which serves to
establish a standard of business conduct for all of Registrant’s Representatives that is based
upon fundamental principles of openness, integrity, honesty and trust, a copy of which is
available upon request.
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B. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant
also maintains and enforces written policies reasonably designed to prevent the misuse of
material non-public information by the Registrant or any person associated with the
Registrant.
C. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for
client accounts, securities in which the Registrant or any related person of Registrant has a
material financial interest.
D. The Registrant and/or representatives of the Registrant may buy or sell securities that are
also recommended to clients. This practice may create a situation where the Registrant
and/or representatives of the Registrant are in a position to materially benefit from the sale
or purchase of those securities. Therefore, this situation creates a conflict of interest.
Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security
recommends that security for investment and then immediately sells it at a profit upon the
rise in the market price which follows the recommendation) could take place if the
Registrant did not have adequate policies in place to detect such activities. In addition, this
requirement can help detect insider trading, “front-running” (i.e., personal trades executed
prior to those of the Registrant’s clients) and other potentially abusive practices.
The Registrant has a personal securities transaction policy in place to monitor the personal
securities transactions and securities holdings of each of the Registrant’s “Access Persons”.
The Registrant’s securities transaction policy requires that an Access Person of the
Registrant must provide the Chief Compliance Officer or his/her designee with a written
report of their current securities holdings within ten (10) days after becoming an Access
Person. Additionally, each Access Person must provide or make available to the Chief
Compliance Officer or his/her designee a list of reportable transactions each calendar
quarter as well as a written annual report of the Access Person’s securities holdings;
provided, however that at any time that the Registrant has only one Access Person, he or
she shall not be required to submit any securities report described above.
E. The Registrant and/or representatives of the Registrant may buy or sell securities, at or
around the same time as those securities are recommended to clients. This practice creates
a situation where the Registrant and/or representatives of the Registrant are in a position to
materially benefit from the sale or purchase of those securities. Therefore, this situation
creates a conflict of interest. As indicated above in Item 11 C, the Registrant has a personal
securities transaction policy in place to monitor the personal securities transaction and
securities holdings of each of Registrant’s Access Persons.
Item 12
Brokerage Practices
A. The Registrant does not generally recommend a custodian. Prior to engaging Registrant to
provide investment management services, the client will be required to enter into a formal
Investment Advisory Agreement with Registrant setting forth the terms and conditions
under which Registrant shall manage the client’s assets, and a separate custodial/clearing
agreement with each designated broker-dealer/custodian.
Should to Registrant recommend a custodian, the Registrant would consider any historical
relationship with the Registrant, financial strength, reputation, execution capabilities,
pricing, research, and service. Although the commissions and/or transaction fees paid by
Registrant’s clients shall comply with the Registrant’s duty to seek best execution, a client
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may pay a commission that is higher than another qualified broker-dealer might charge to
effect the same transaction where the Registrant determines, in good faith, that the
commission/transaction fee is reasonable. In seeking best execution, the determinative
factor is not the lowest possible cost, but whether the transaction represents the best
qualitative execution, taking into consideration the full range of a broker-dealer’s services,
including the value of research provided, execution capability, commission rates, and
responsiveness. Accordingly, although Registrant will seek competitive rates, it may not
necessarily obtain the lowest possible commission rates for client account transactions. The
transaction fees charged by the designated broker-
brokerage commissions or
dealer/custodian are exclusive of, and in addition to, Registrant’s investment management
fee. The Registrant’s best execution responsibility is qualified if securities that it purchases
for client accounts are mutual funds that trade at net asset value as determined at the daily
market close.
1. Research and Additional Benefits
Although not a material consideration when determining whether to recommend a
particular broker-dealer/custodian, Registrant will receive, without cost (and/or at a
discount) support services and/or products, certain of which assist the Registrant to
better monitor and service client accounts maintained at such institutions. Included
within the support services that may be obtained by the Registrant may be investment-
related research, pricing information and market data, software and other technology
that provide access to client account data, compliance and/or practice management-
related publications, discounted or gratis consulting services, discounted and/or gratis
attendance at conferences, meetings, and other educational and/or social events,
marketing support, computer hardware and/or software and/or other products used by
Registrant in furtherance of its investment advisory business operations.
As indicated above, certain of the support services and/or products that may be received
may assist the Registrant in managing and administering client accounts. Others do not
directly provide such assistance, but rather assist the Registrant to manage and further
develop its business enterprise.
2. The Registrant does not receive referrals from broker-dealers.
3. The Registrant does not generally accept directed brokerage arrangements (when a
client requires that account transactions be effected through a specific broker-dealer).
In such client directed arrangements, the client will negotiate terms and arrangements
for their account with that broker-dealer, and Registrant will not seek better execution
services or prices from other broker-dealers or be able to “batch” the client’s
transactions for execution through other broker-dealers with orders for other accounts
managed by Registrant. As a result, client 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.
In the event that the client directs Registrant to effect securities transactions for the
client’s accounts through a specific broker-dealer, the client correspondingly
acknowledges that such direction may cause the accounts to incur higher commissions
or transaction costs than the accounts would otherwise incur had the client determined
to effect account transactions through alternative clearing arrangements that may be
available through Registrant. Higher transaction costs adversely impact account
performance.
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B. To the extent that the Registrant provides investment management services to its clients,
the transactions for each client account generally will be effected independently, unless the
Registrant decides to purchase or sell the same securities for several clients at
approximately the same time. The Registrant may (but is not obligated to) combine or
“bunch” such orders to seek best execution, to negotiate more favorable commission rates
or to allocate equitably among the Registrant’s clients differences in prices and
commissions or other transaction costs that might have been obtained had such orders been
placed independently. Under this procedure, transactions will be averaged as to price and
will be allocated among clients in proportion to the purchase and sale orders placed for
each client account on any given day. The Registrant shall not receive any additional
compensation or remuneration as a result of such aggregation.
Item 13
Review of Accounts
A. For those clients to whom Registrant provides investment supervisory services, account
reviews are conducted on an ongoing basis by the Registrant’s Principals and/or
representatives. All investment supervisory clients are advised that it remains their
responsibility to advise the Registrant of any changes in their investment objectives and/or
financial situation. All clients (in person or via telephone) are encouraged to review
financial planning issues (to the extent applicable), investment objectives and account
performance with the Registrant on an annual basis.
B. The Registrant may conduct account reviews on an other than periodic basis upon the
occurrence of a triggering event, such as a change in client investment objectives and/or
financial situation, market corrections and client request.
C. Clients are provided, at least quarterly, with written transaction confirmation notices and
regular written summary account statements directly from the broker-dealer/custodian
and/or program sponsor for the client accounts. The Registrant may also provide a written
periodic report summarizing account activity and performance.
Item 14
Client Referrals and Other Compensation
A. As referenced in Item 12.A.1 above, the Registrant can receive an indirect economic
benefit a broker-dealer/custodian. The Registrant, without cost (and/or at a discount), may
receive support services and/or products.
B. The Registrant does not compensate, directly or indirectly, any person, other than its
Representatives, for client referrals.
Item 15
Custody
The Registrant shall have the ability to have its advisory fee for each client debited by the
custodian on a quarterly basis. Clients are provided, at least quarterly, with written
transaction confirmation notices and regular written summary account statements directly
from the broker-dealer/custodian and/or program sponsor for the client accounts. The
Registrant may also provide a written periodic report summarizing account activity and
performance.
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To the extent that the Registrant provides clients with periodic account statements or
reports, the client is urged to compare any statement or report provided by the Registrant
with the account statements received from the account custodian.
The account custodian does not verify the accuracy of the Registrant’s advisory fee
calculation.
Item 16
Investment Discretion
The client can determine to engage the Registrant to provide investment advisory services
on a discretionary basis. Prior to the Registrant assuming discretionary authority over a
client’s account, the client shall be required to execute an Investment Advisory Agreement,
naming the Registrant as the client’s attorney and agent in fact, granting the Registrant full
authority to buy, sell, or otherwise effect investment transactions involving the assets in
the client’s name found in the discretionary account.
Clients who engage the Registrant on a discretionary basis may, at any time, impose
restrictions, in writing, on the Registrant’s discretionary authority (i.e. limit the
types/amounts of particular securities purchased for their account, exclude the ability to
purchase securities with an inverse relationship to the market, limit or proscribe the
Registrant’s use of margin, etc.).
Item 17
Voting Client Securities
A. Except for client assets managed by Independent Manager(s) that maintain proxy voting
authority, the Registrant does not vote client proxies. Clients maintain exclusive
responsibility for: (1) directing the manner in which proxies solicited by issuers of
securities owned by the client shall be voted, and (2) making all elections relative to any
mergers, acquisitions, tender offers, bankruptcy proceedings or other type events
pertaining to the client’s investment assets.
B. Clients will receive their proxies or other solicitations directly from their custodian. Clients
may contact the Registrant to discuss any questions they may have with a particular
solicitation.
Item 18
Financial Information
A. The Registrant does not solicit fees of more than $500, per client, six months or more in
advance.
B. The Registrant is unaware of any financial condition that is reasonably likely to impair its
ability to meet its contractual commitments relating to its discretionary authority over
certain client accounts.
C. The Registrant has not been the subject of a bankruptcy petition.
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Item 19
Requirements for State Registered Advisors
A. 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.
Lisa Osofsky is the Registrant’s Chief Compliance Officer. Ms. Osofsky graduated from the
University of Hartford in 1984 with a Bachelor of Science degree in Accounting and from Seton
Hall University in 1991 with a Master of Science degree in Taxation. Ms. Osofsky has been the
Chief Compliance Officer of Mazars Wealth Advisors since July 2024 and a Partner of Forvis
Mazars LLP since June 2024. She was previously a Partner of Mazars USA LLP from February
1987 to May 2024.
B. The Registrant is not engaged in any business other than as set forth in this brochure.
C. Neither the Registrant nor any supervised person accepts performance-based fees.
D. Neither the Registrant nor any management person has any reportable disciplinary information.
E. Neither the Registrant nor any management person has any relationship or arrangement with any
issuer of securities.
The Registrant’s Chief Compliance Officer remains available to address any questions that a client
or prospective client may have regarding the above disclosures and arrangements.
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