Overview
- Headquarters
- Dallas, TX
- Average Client Assets
- $2.2 million
- Minimum Account Size
- $10,000,000
- SEC CRD Number
- 132162
Fee Structure
Primary Fee Schedule (WESTWOOD ADVISORS FORM ADV PART 2A)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $5,000,000 | 0.80% |
| $5,000,001 | $10,000,000 | 0.65% |
| $10,000,001 | $20,000,000 | 0.50% |
| $20,000,001 | $50,000,000 | 0.35% |
| $50,000,001 | and above | 0.20% |
Minimum Annual Fee: $50,000
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | Below minimum client size | |
| $5 million | Below minimum client size | |
| $10 million | $72,500 | 0.72% |
| $50 million | $227,500 | 0.46% |
| $100 million | $327,500 | 0.33% |
Clients
- HNW Share of Firm Assets
- 13.12%
- Total Client Accounts
- 467
- Discretionary Accounts
- 445
- Non-Discretionary Accounts
- 22
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Pooled Investment Vehicles, Portfolio Management for Institutional Clients, Pension Consulting, Investment Advisor Selection
Regulatory Filings
Additional Brochure: WESTWOOD ADVISORS FORM ADV PART 2A (2026-04-02)
View Document Text
Investment Adviser Brochure
Westwood Advisors, L.L.C.
200 Crescent Court
Suite 1200
Dallas, Texas 75201
(214) 756-6900
www.westwoodgroup.com
March 31, 2026
This brochure provides information about the qualifications and business practices of Westwood
Advisors, L.L.C. If you have any questions about the contents of this brochure, please contact us
at (214) 756-6900 or complianceapproval@westwoodgroup.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 Westwood Advisors, L.L.C. also is available on the SEC’s website
at .www.adviserinfo.sec.gov. Westwood Advisors, L.L.C. is an SEC registered investment
adviser. Registration does not imply a certain level of skill or training.
Item 2 - Material Changes
The following material changes have been made to this brochure since the annual update dated
March 31, 2025. Those changes include:
•
Item 14 – Client Referrals and Other Compensation
o Updated the disclosure regarding placement agent arrangements for the Salient
MLP Total Return Fund, L.P. and the Salient MLP Total Return TE Fund, L.P., and
certain West Energy Secondaries vehicles. These arrangements create potential
conflicts of interest because Westwood and its affiliates may pay or receive
placement-related compensation in connection with the distribution or promotion
of these funds.
•
Item 4 - Advisory Business; Item 5 - Fees and Compensation; Item 7 - Types of
Clients; and Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
o Updated those sections to reflect the removal of the WealthCoach program and
employer sponsored retirement plan services, the move away from the "Retail
Account Program" label, the current private fund structure and governance
disclosures, and placeholders where filing-period data is still being confirmed.
•
Item 12 - Brokerage Practices; and Item 13 - Review of Accounts
o Updated the brokerage disclosure for wealth management services and revised the
review of accounts disclosure to reflect current wealth and private fund review
practices.
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Item 3 - Table of Contents
Investment Adviser Brochure .......................................................................................................... i
Item 2 - Material Changes ............................................................................................................... ii
Item 3 - Table of Contents ............................................................................................................. iii
Item 4 - Advisory Business ............................................................................................................. 1
Item 5 - Fees and Compensation ..................................................................................................... 3
Item 6 - Performance-Based Fees and Side-By-Side Management ................................................ 5
Item 7 - Types of Clients ................................................................................................................ 6
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ......................................... 7
Item 9 - Disciplinary Information ................................................................................................. 28
Item 10 - Other Financial Industry Activities and Affiliations ..................................................... 28
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 30
Item 12 - Brokerage Practices ....................................................................................................... 32
Item 13 - Review of Accounts ...................................................................................................... 34
Item 14 - Client Referrals and Other Compensation .................................................................... 34
Item 15 - Custody .......................................................................................................................... 35
Item 16 - Investment Discretion ................................................................................................... 36
Item 17 - Voting Client Securities and Other Legal Notices ........................................................ 36
Item 18 - Financial Information .................................................................................................... 37
- iii -
Item 4 - Advisory Business
Westwood Advisors, LLC (“Westwood Advisors,” “Westwood,” “Advisor”, “we” or “us”)
(formerly known as McCarthy Group Advisors, LLC) is an investment advisory firm that has been
in business since 1986. In November 2010, Westwood Advisors was acquired by Westwood
Holdings Group, Inc. (“WHG”), a publicly held company listed on the New York Stock Exchange
since July 1, 2002. WHG is also the owner of Westwood Management Corp. (“Westwood
Management”), a registered investment advisor that has been in business since 1983; Salient
Advisors, LP, a registered investment advisor and Westwood Trust, a Texas-chartered Trust
company headquartered in Dallas, Texas. Westwood Advisors, Westwood Management, Salient
Advisors, LP, and Westwood Trust are wholly owned by WHG.
On November 18, 2022, Westwood Holdings Group, Inc. completed its acquisition of the business
of Salient Partners, LP (“Salient”) and its subsidiaries (“Westwood Salient Transaction”). Pursuant
to the Westwood Salient Transaction, oversight and management of the Salient MLP Total Return
Fund, L.P. and Salient MLP Total Return TE Fund, LP was transferred to Westwood through the
approval of the limited partners of the funds of WHG PF Holdco, LLC as the General Partner for
the funds and the assignment of the advisory agreement to Westwood Advisors. Westwood
Advisors has delegated investment management responsibilities of the Salient MLP Total Return
Fund, LP and the Salient MLP Total Return TE Fund, LP to its affiliate, Westwood Management.
Salient, based in Houston, Texas, which had an office in San Francisco, California, provided
investment advisory services through Salient Capital Advisors, LP and Forward Securities, LLC
(“Forward”), both SEC-registered investment advisors. Pursuant to the Westwood Salient
Transaction, WHG and its subsidiaries acquired substantially all of the assets of Salient and its
subsidiaries. Generally, investment advisory agreements with Salient Capital Advisors, LLC, and
Forward were assigned to Westwood Management upon client notice and consent. In addition,
WHG purchased all equity ownership in Salient Capital Advisors, LLC, Salient Capital, LP, and
Forward, as well as Salient’s equity ownership in The Salient Zarvona Energy Fund GP, LP.
Forward ceased substantially all operations shortly after the Westwood Salient Transaction.
Forward was subsequently deregistered in June of 2023 and officially dissolved in August of 2023.
As a result of the Westwood Salient Transaction, WHG purchased all of Salient’s minority interest
in Broadmark Asset Management, LLC. WHG purchased additional equity ownership in January
2023, giving WHG a majority ownership stake in Broadmark Asset Management LLC.
As of December 31, 2025, Westwood Advisors managed approximately 455 accounts on a
discretionary basis with an aggregate value of approximately $945,929, 526 discretionary AUM.
We market our services as Westwood Wealth Management. Westwood Wealth Management is a
division of WHG, which offers trust and fiduciary services through Westwood Trust and
investment advisory services through Westwood Advisors.
Wealth Management Services
Westwood Advisors provides discretionary wealth management services to individuals, families,
trusts, family offices, charitable organizations, foundations, endowments and other institutional or
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fiduciary relationships. These services may include portfolio construction, implementation of
client guidelines and restrictions, trading, monitoring, rebalancing, performance reporting, and
coordination with custodians and other service providers.
Westwood Advisors no longer offers the Westwood WealthCoach program and no longer uses the
term "Retail Account Program" to describe its core wealth offering. References in this brochure to
wealth management services mean Westwood Advisors’ current discretionary portfolio
management and related advisory services.
Client assets are generally maintained at Schwab, Fidelity or another approved unaffiliated
custodian, and Westwood Advisors uses internal systems and approved third-party platforms,
including Orion where applicable, to implement trades, monitor allocations and support reporting
and billing.
Investment Process
Westwood Advisors may manage assets directly, use one or more internally approved allocation
approaches, or implement strategies and model sleeves sponsored by its affiliate Westwood
Management, depending on the client’s objectives, restrictions, liquidity needs and risk profile.
Investment and portfolio construction decisions are supported by internal investment, allocation,
trading and oversight personnel and committees, including the review of affiliated and unaffiliated
strategies, managers and products where relevant.
Private Investment Funds
When appropriate, Westwood Advisors may recommend unaffiliated private investment funds to
certain qualified clients on a non-discretionary basis. Separately, Westwood Advisors serves as
investment adviser to certain affiliated private funds, including Westwood Energy Secondaries
("WES") vehicles, which are generally closed-end, and the Salient MLP Total Return Fund, L.P.
and Salient MLP Total Return TE Fund, L.P., which have different strategy and liquidity terms.
Westwood Advisors provides or oversees sourcing, diligence, investment selection, monitoring
and related advisory services for those vehicles pursuant to the governing documents and
applicable affiliate arrangements.
Current private fund activities include WES flagship funds and related co-investment or series
vehicles, which historically have been organized through series LLC structures and are expected
to include standalone limited partnership structures for newer commingled offerings, as well as
the MLP Funds, which are standalone limited partnerships. Certain WES vehicles contemplate
LPACs or similar governance bodies comprised of investor representatives to review conflicts,
affiliate relationships, strategic matters and other approvals identified in the governing documents.
Westwood is in the process of appointing the LPAC for WES II and expects to use a similar
governance framework for newer flagship limited partnership vehicles where required by the
governing documents.
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Westwood ETFs
Westwood Advisors may recommend or allocate client assets to ETFs advised by its affiliate
Westwood Management. This creates a conflict of interest because an affiliate receives
management fees from the ETFs, and Westwood Advisors addresses this conflict through
disclosure and by evaluating the use of affiliated ETFs in light of the client’s objectives and
portfolio construction needs.
Item 5 - Fees and Compensation
Wealth Management Services
Westwood Advisors generally charges asset-based fees for ongoing wealth management services.
The firm maintains several fee schedules depending on the client relationship, service model and
account type. Legacy accounts may remain on prior fee arrangements where permitted by contract
or amendment.
The applicable fee schedule, breakpoints, billing method and any negotiated deviations are set
forth in the client's advisory agreement or related documentation. Current fee schedules are as
follows:
Wealth Management
Asset Value
Annual Fee
First $5,000,000
0.800%
Next $5,000,000
0.650%
Next $10,000,000
0.500%
Next $30,000,000
0.350%
Above $50,000,000
0.200%
Westwood Advisors generally applies a minimum annual fee of $25,000 or $50,000, depending
on the client relationship and service model.
Foundations and Endowments
Asset Value
Annual Fee
First $5,000,000
0.750%
Next $5,000,000
0.600%
Next $10,000,000
0.500%
Next $30,000,000
0.350%
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Over $50,000,000
0.200%
No minimum annual fee.
When more than one account is established, accounts are combined for purposes of determining
fees. Westwood affiliated products are excluded from the fee schedules above.
Fees are collected quarterly in advance and are calculated based upon the market value of the assets
held in the account(s) as of the last business day of the prior quarter. Prorations apply for new or
terminated relationships where appropriate. Fees typically are deducted from the client's account
by the custodian where authorized. Fees are subject to change at any time.
The fee schedules above include all of the following services:
Investment Management
• Asset Allocation Guidance
• Access to multiple asset classes
• Assistance with Investment Policy Statement
•
• Assistance with contributions and distributions through the client's custodian
• ACH -- Direct Deposit (including Participant Distributions for Foundation & Endowment
accounts)
• Comprehensive Year-End Tax Reporting
Clients also may pay custodial, brokerage, ticket, wire, transfer, mutual fund, ETF, IRA, trust or
other third-party fees that are separate from Westwood Advisors' advisory fee.
Westwood Advisors may waive or negotiate fees, including for legacy relationships, related
accounts, employee accounts, charitable accounts or other special circumstances.
Clients also may pay custodial, brokerage, ticket, wire, transfer, mutual fund, ETF, IRA, trust or
other third-party fees that are separate from Westwood Advisors' advisory fee.
Westwood Advisors may waive or negotiate fees, including for legacy relationships, related
accounts, employee accounts, charitable accounts or other special circumstances.
Wealth management fees typically are deducted from the client’s account by the custodian where
authorized.
Clients may incur brokerage and transaction costs charged by the custodian or broker-dealer in
addition to Westwood Advisors’ advisory fee.
The use of affiliated products may create additional conflicts of interest, as described elsewhere in
this brochure.
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Private Investment Funds
Westwood Advisors may recommend unaffiliated private investment funds, including Blackstone
products currently made available to certain wealth clients, on a non-discretionary basis. Fees for
wealth clients investing in such unaffiliated private funds generally are governed by the same
wealth management fee schedule applicable to the client’s account or relationship, unless
otherwise disclosed in writing, and the client will also bear the fees and expenses charged by the
underlying private fund.
Affiliated private funds managed or advised by Westwood Advisors or its affiliates may charge
management fees, carried interest or other performance-based compensation, organizational or
offering expenses, and operating expenses as described in the applicable offering documents and
the separate Private Funds Advisory Services Brochure. Current affiliated closed-end secondaries
vehicles generally contemplate management fees based on committed capital during the
investment period and carried interest subject to the applicable preferred return, catch-up,
distribution waterfall and claw back provisions, although terms may vary by vehicle and investor,
including co-investment vehicles or investments made above related commitment levels.
Westwood or the applicable sponsor also may waive, reduce or vary fees or other economic terms
for certain investors through side letters or other arrangements.
The Use of Westwood ETFs
Westwood Advisors may recommend or include one or more Westwood ETFs in client portfolios.
Westwood Advisors does not generally charge a separate account-level advisory fee on assets
invested directly in affiliated ETFs beyond the client’s applicable wealth management fee, but the
client indirectly bears the fees charged at the ETF level.
This arrangement creates a conflict of interest because an affiliate receives management fees from
the ETF. Westwood Advisors addresses the conflict through disclosure and by evaluating the use
of affiliated ETFs in light of client objectives and portfolio construction.
Minimum account sizes and other eligibility criteria for strategies that use affiliated ETFs are
described in the applicable client agreement or investment guidelines.
Item 6 - Performance-Based Fees and Side-By-Side Management
Westwood Advisors does not generally charge performance-based fees at the individual wealth
management account level. However, Westwood Advisors and its affiliates may manage client
accounts and pooled vehicles, including private funds and ETFs, that create side-by-side
management conflicts.
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Wealth Management Services
Westwood Advisors does not receive performance-based compensation in connection with its
standard wealth management services or financial planning engagements.
Private Investment Funds
Certain affiliated private funds pay Westwood Advisors or its affiliates management fees and
carried interest or other performance-based compensation. For current flagship secondaries
vehicles, carried interest generally becomes payable only after investors receive their contributed
capital and the applicable preferred return, subject to the governing documents’ catch-up,
clawback and related provisions. Additional information regarding private fund compensation
arrangements is contained in the separate Private Funds Advisory Services Brochure.
These arrangements create conflicts because Westwood Advisors and its affiliates have a
financial incentive to recommend or devote greater attention to vehicles that generate higher
compensation, and because an investment opportunity may be suitable for more than one
private fund, co-investment vehicle or other client account.
Westwood Advisors seeks to address these conflicts through investment committee review,
allocation and documentation practices, disclosure, compliance oversight, and the terms of the
applicable offering and governing documents. Wealth clients are not automatically invested in
private funds; subscriptions to private funds are made separately and are subject to client approval
and investor qualification requirements.
Westwood ETFs
Westwood Advisors may recommend affiliated ETFs advised by Westwood Management.
Although no performance-based fee is charged at the wealth account level because an affiliated
ETF is used, Westwood Advisors has a financial incentive to recommend affiliated ETFs because
an affiliate receives management fees from the fund.
Item 7 - Types of Clients
Wealth Management Services
Wealth management services are generally provided to individuals, families, trusts, family offices,
charitable organizations, foundations, endowments, and other institutional or fiduciary
relationships.
For new discretionary wealth management relationships, Westwood Advisors generally
expects a minimum relationship size of $10,000,000, although the firm may accept smaller
or larger relationships in its discretion, including for legacy relationships, related accounts
or special circumstances.
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Private Investment Funds
Access to private investment funds generally is limited to investors who satisfy the eligibility
requirements of the applicable vehicle, which may include accredited investor, qualified client
and/or qualified purchaser standards. Westwood reviews subscription materials, investor
questionnaires and related representations, and may require additional supporting information or
verification where appropriate. Additional information regarding private fund advisory services is
contained in the separate Private Funds Advisory Services Brochure.
Westwood ETFs
Westwood Advisors may recommend affiliated ETFs to the same categories of wealth and
institutional clients described above, subject to the client’s objectives, guidelines, and account
type.
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
Investing in securities and pooled investment vehicles involves risk of loss, including the possible
loss of principal, and clients should be prepared to bear those risks.
Wealth Management Services
Methods of Analysis and Investment Strategies
Westwood Advisors uses a combination of fundamental research, third-party manager evaluation,
asset allocation analysis, portfolio construction, and ongoing monitoring in managing wealth
accounts. Depending on the client’s objectives, Westwood Advisors may implement internally
approved allocations, strategy sleeves, model portfolios, or strategies sponsored by its affiliates.
The adviser’s wealth management services may include active cash management, value-oriented
equity strategies, multi-asset and balanced strategies, income-oriented strategies, fixed income
strategies, concentrated or select equity strategies, thematic strategies, affiliated ETFs and, where
appropriate, private fund allocations.
Active Cash Management
Active cash management strategies generally invest in short-duration cash equivalents, U.S.
government securities, municipal securities and investment-grade corporate bonds. Principal
risks may include fixed income, interest rate, credit, liquidity and U.S. government securities
risks.
U.S. Value Equity Strategies
U.S. value equity strategies generally invest in U.S. equities across market capitalizations using a
valuation-driven fundamental research process. Principal risks vary by mandate and are
identified in the strategy descriptions below.
Multi-Asset and Balanced / Income Strategies
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Multi-asset, balanced and income-oriented strategies combine equity, fixed income, cash and
other exposures based on client objectives, liquidity needs and risk tolerance. Principal risks vary
by mandate and are identified in the strategy descriptions below.
Suitability and Client Guidelines
Westwood Advisors consider client objectives, risk tolerance, liquidity needs, tax circumstances,
restrictions and other relevant information when determining whether a strategy, product or vehicle
is appropriate for a client account.
Wealth Management Services Investment Strategies
The adviser offers a range of investment strategies directly and through affiliated strategies.
Additional information regarding specific strategies is available upon request and, where
applicable, in separate fund or product disclosures.
Westwood Advisors offers a subset of the investment strategies of its affiliate Westwood
Management together with internally managed allocations and strategies appropriate for wealth
accounts.
Active Cash Management
Short-duration and liquidity management mandates focused on capital preservation, cash flow
management and incremental yield.
• Adding additional yield on cash while taking minimal risk.
• Focused on purchasing short term treasuries, investment grade corporate bonds, and
investment grade municipal bonds that with higher yields than rates provided by money
market accounts.
• Managing client cash flow needs by laddering bond maturities to take advantage of higher
yields in the yield curve and active security selection on short term investment grade
corporate bonds and investment grade municipal bonds.
If active cash management is included as part of account management, this will be clearly
indicated within the client's Investment Advisory Agreement.
U.S. Value Investment Strategies
Equity strategies that emphasize valuation discipline, fundamental research, quality and downside
risk management across all-cap, large-cap, mid-cap, small-cap and SMid-cap mandates.
•
Investing in undervalued, high-quality businesses can generate a return premium resulting
in lower absolute downside risk and superior risk-adjusted returns.
• Superior business models have sustainable competitive advantages that can consistently
generate returns on capital in excess of the cost of capital.
• High quality businesses have better opportunities to reinvest cash flows, pursue M&A and
return capital to investors, creating long-term value for shareholders.
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• Quality performs better during periods of volatility resulting in lower downside risk.
•
Identifying the intersection of quality and value requires a fundamental active, multifaceted
approach analyzing profitability and financial strength specific across industries.
• Valuation methods using cash flows and earnings is essential to determine intrinsic value
making valuation critical to realizing the return premium.
Private Fund and Other External Vehicle Disclosure
Investment strategy and other important information regarding the Salient MLP Total Return Fund,
L.P., the Salient MLP Total Return TE Fund, L.P., affiliated private funds and other external
vehicles is contained in the applicable offering documents and the adviser’s separate Private Funds
Advisory Services Brochure.
AllCap Value Strategy
A U.S. value equity strategy investing across market capitalizations. Principal risks include cyber
security, equity, ETF, foreign currency, foreign securities, IPO, investment style, MLP, portfolio
turnover, REIT, royalty trust, small & mid-cap, and small-cap.
Alternative Income
An income-oriented multi-asset strategy that may invest in fixed income, income-producing equity
and related instruments. Principal risks generally include cyber security, equity, ETF, fixed
income, foreign currency, foreign securities, high yield bond, IPO, MLP, portfolio turnover, REIT,
royalty trust, small & mid-cap, and U.S. government securities.
Custom Asset Allocation Strategy
A multi-asset strategy tailored to client objectives, constraints, liquidity needs and risk tolerance.
Principal risks include dividend paying stocks, emerging markets, equity, ETF, fixed income,
foreign currency, foreign securities, high yield bond, IPO, investment style, liquidity, MLP,
portfolio turnover, preferred stock, REIT, small & mid-cap, small-cap, and U.S. government
securities.
Dividend Select
A dividend-oriented equity strategy that invests primarily in dividend-paying equities. Principal
risks include equity, foreign company, foreign currency, investment style, non-diversified,
portfolio turnover, REIT, and small & mid-cap.
Enhanced Balanced®
A balanced strategy combining equity and fixed income exposures and, where appropriate,
affiliated or unaffiliated funds. Principal risks include cyber security, dividend paying stocks,
emerging markets, equity, ETF, fixed income, foreign company, foreign currency, foreign
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securities, high yield bond, IPO, investment style, liquidity, MLP, portfolio turnover, preferred
stock, REIT, royalty trust, small & mid-cap, small-cap, and U.S. government securities.
Income Opportunity Strategy
A multi-asset income strategy investing across fixed income and income-producing sectors.
Principal risks include cyber security, equity, ETF, fixed income, foreign currency, foreign
securities, high yield bond, IPO, MLP, portfolio turnover, REIT, royalty trust, small & mid-cap,
and U.S. government securities.
LargeCap Value Strategy
A U.S. large-cap value equity strategy. Principal risks include cyber security, equity, ETF, foreign
currency, foreign securities, IPO, investment style, MLP, portfolio turnover, REIT, and royalty
trust.
MidCap Value Strategy
A U.S. mid-cap value equity strategy. Principal risks include cyber security, energy sector, equity,
IPO, investment style, MLP, mid-cap company, portfolio turnover, and REIT.
Platinum Strategy
A concentrated equity strategy focused on larger-cap issuers. Principal risks include cyber security,
dividend paying stocks, equity, ETF, foreign currency, foreign securities, IPO, investment style,
liquidity, MLP, portfolio turnover, REIT, royalty trust, and small & mid-cap.
Real Estate Income Strategy
A strategy focused on real estate-related securities, including REITs and related issuers. Principal
risks include cyber security, equity, ETF, foreign currency, foreign securities, IPO, investment
style, MLP, portfolio turnover, REIT, royalty trust, small & mid-cap, and small-cap.
Select Equity
A concentrated equity strategy selecting securities from the adviser's approved research universe.
Principal risks include equity, foreign company, foreign currency, investment style, non-
diversified, portfolio turnover, REIT, small & mid-cap, and small-cap.
SmallCap Value Strategy
The strategy invests primarily in a focused portfolio of approximately 50 to 70 small-cap equity
securities. Westwood Advisors uses a fundamental, bottom-up process to identify companies it
believes have strong business fundamentals and are trading below their estimated intrinsic value.
- 10 -
Factors considered include profitability, financial strength, and valuation based on earnings and
cash flows. Principal risks include cyber security, equity, ETF, foreign currency, foreign securities,
IPO, investment style, MLP, portfolio turnover, REIT, royalty trust, small & mid-cap, and small-
cap.
SMidCap Value Strategy
The strategy invests primarily in a focused portfolio of approximately 50 to 70 small- and mid-cap
equity securities. Westwood Advisors uses a fundamental, bottom-up process to identify
companies it believes have strong business fundamentals and are trading below their estimated
intrinsic value. Factors considered include profitability, financial strength, and valuation based on
earnings and cash flows. Principal risks include cyber security, equity, ETF, foreign currency,
foreign securities, IPO, investment style, MLP, portfolio turnover, REIT, royalty trust, small &
mid-cap, and small-cap.
Taxable Intermediate Fixed Income Strategy
A taxable fixed income strategy investing primarily in U.S. government, agency and investment-
grade corporate bonds. Principal risks include cyber security, equity, ETF, foreign currency,
foreign securities, IPO, investment style, MLP, portfolio turnover, REIT, royalty trust, small &
mid-cap, and small-cap.
Tax-Exempt Fixed Income Strategy
A municipal fixed income strategy focused on federally tax-exempt obligations. Principal risks
include cyber security, equity, ETF, foreign currency, foreign securities, IPO, investment style,
MLP, portfolio turnover, REIT, royalty trust, small & mid-cap, and small-cap.
Thematic Innovation and Growth Strategy
A thematic equity strategy focused on innovation-related issuers and sectors. Principal risks
include cyber security, equity, ETF, foreign currency, foreign securities, IPO, investment style,
MLP, portfolio turnover, REIT, royalty trust, small & mid-cap, and small-cap.
Risk of Loss in Wealth Management Services
Market risk applies to all strategies and is not repeated in each strategy-specific description. The
strategy-specific risk summaries above are not exhaustive, and the definitions below apply where
relevant.
Selected Risk Definitions Applicable to Wealth Management Services
Investment Personnel and Operational Risk
Changes in personnel, investment processes, systems or service providers may adversely affect
portfolio management, trading, oversight, reporting or client servicing.
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Mutual Fund, ETF and Affiliated Product Risk
Investments made through mutual funds, ETFs and other pooled vehicles add the risks of the
underlying investments, fund-level fees and expenses, trading and liquidity issues, and conflicts
where an affiliate receives compensation.
Management Risk
The strategies are actively managed and depend heavily on Westwood Advisors’ analyses of
markets, interest rates or the attractiveness, relative values, liquidity, or potential appreciation of
particular investments made for the strategy’s portfolio. The strategies could experience losses if
these judgments prove to be incorrect. Additionally, legislative, regulatory, or tax developments
may adversely affect management of the strategies and, therefore, the ability of the strategies to
achieve its investment objective
Cyber Security Risk
Westwood Advisors, its affiliates, custodians and service providers rely on technology and data
systems that are subject to cybersecurity, business continuity and operational risks.
Selected Asset Class and Strategy Risks
Different asset classes and strategies present different risk profiles. Westwood Advisors considers
those risks in portfolio construction, but clients should understand that not all risks can be
eliminated.
Type of Asset Class
Asset Class
US Equities
International Equities
Bonds
LargeCap
MidCap
SmallCap
AllCap Growth
REITs
MLP & Energy
International Equity
Global Equity
Emerging Markets
Investment Grade Bonds
International Bonds
High Yield Bonds
Convertibles
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Selected Risk Definitions
Market Risk – Securities prices may decline due to company-specific developments, market
conditions, economic events or investor sentiment.
AllCap Value Strategy
Equity Risk
REIT Risk
Small-and Mid-Capitalization
Company Risk
Foreign Securities Risk
Portfolio Turnover Risk
Royalty Trust Risk
MLP Risk
ETF Risk
Cyber Security Risk
Investment Style Risk
Small-Capitalization
Company Risk
Foreign Currency Risk
Initial Public Offering
(IPO) Risk
Custom Asset Allocation Strategy
Liquidity Risk
MLP Risk
REIT Risk
Small- and Mid-Capitalization
Company Risk
Small-Capitalization Company
Risk
Dividend Paying Stocks Risk
Emerging Markets Securities
Risk
Equity Risk
Foreign Currency Risk
Foreign Securities Risk
Investment Style Risk
Government
Initial Public Offering
(IPO) Risk
Portfolio Turnover Risk
ETF Risk
Fixed Income Risk
Preferred Stock Risk
U.S.
Securities Risk
High Yield Bond Risk
Dividend Select Strategy
Small- and Mid-Capitalization
Company Risk
•
Equity Risk
Foreign Company Risk
Foreign Currency Risk
Investment Style Risk
Non-Diversified
Investment Risk
Portfolio Turnover Risk
REIT Risk
- 13 -
Enhanced Balanced®
Preferred Stock Risk
REIT Risk
Small- and Mid-Capitalization
Company Risk
U.S. Government Securities
Risk
Foreign Currency Risk
High Yield Bond Risk
Investment Style Risk
Liquidity Risk
MLP Risk
Portfolio Turnover Risk
Dividend Paying Stocks Risk
Emerging Markets Risk
Equity Risk
ETF Risk
Fixed Income Risk
Foreign Company Risk
Portfolio Turnover Risk
MLP Risk
U.S. Government
Securities Risk
Cyber Security Risk
Income Opportunity Strategy
Royalty Trust Risk
Small- and Mid-Capitalization
Company Risk
ETF Risk
REIT Risk
Equity Risk
Fixed Income Risk
High Yield Bond Risk
Foreign Securities Risk
Foreign Currency Risk
Initial Public Offering (IPO)
Risk
Equity Risk
REIT Risk
Foreign Currency Risk
Portfolio Turnover Risk
MLP Risk
Foreign Securities Risk
Cyber Security Risk
LargeCap Value Strategy
Investment Style Risk
Royalty Trust Risk
ETF Risk
Initial Public Offering (IPO)
Risk
MidCap Value Strategy
MLP Risk
Portfolio Turnover Risk
Equity Risk
Energy Sector Risk
Mid-Capitalization
Company Risk
Initial Public Offering (IPO)
Risk
Investment Style Risk
REIT Risk
Cyber Security Risk
Platinum Strategy
REIT Risk
Royalty Trust Risk
Small- and Mid-Capitalization
Company Risk
Dividend Paying Stocks Risk
Public Offering
Benchmark Risk
Cyber Security Risk
Liquidity Risk
Portfolio Turnover Risk
Foreign Securities Risk
Foreign Currency Risk
Equity Risk
ETF Risk
Investment Style
Initial
(IPO) Risk
- 14 -
MLP Risk
Real Estate Income Strategy
MLP Risk
Portfolio Turnover Risk
ETF Risk
Small-Capitalization
Company Risk
Equity Risk
Small- and Mid-Capitalization
Company Risk
Foreign Securities Risk
Initial Public Offering (IPO) Risk
Investment Style Risk
REIT Risk
Royalty Trust Risk
Foreign Currency Risk
Cyber Security Risk
Equity Risk
Foreign Company Risk
Foreign Currency Risk
Investment Style Risk
Select Equity Strategy
Non-Diversified Investment
Risk
Portfolio Turnover Risk
REIT Risk
Small- and Mid-Capitalization
Company Risk
Small-Capitalization Company
Risk
Equity Risk
REIT Risk
Small- and Mid-Capitalization
Company Risk
Foreign Securities Risk
Portfolio Turnover Risk
Royalty Trust Risk
MLP Risk
ETF Risk
Cyber Security Risk
SmallCap Value Strategy
Investment Style Risk
Small-Capitalization
Company Risk
Foreign Currency Risk
Initial Public Offering
(IPO) Risk
MLP Risk
Portfolio Turnover Risk
ETF Risk
Small-Capitalization
Company Risk
Equity Risk
Small- and Mid-Capitalization
Company Risk
Foreign Securities Risk
Initial Public Offering (IPO) Risk
SMidCap Value Strategy
Investment Style Risk
REIT Risk
Royalty Trust Risk
Foreign Currency Risk
Cyber Security Risk
- 15 -
Taxable Intermediate Fixed Income Strategy
MLP Risk
Portfolio Turnover Risk
ETF Risk
Small-Capitalization
Company Risk
Equity Risk
Small-and Mid-Capitalization
Company Risk
Foreign Securities Risk
Initial Public Offering (IPO) Risk
Investment Style Risk
REIT Risk
Royalty Trust Risk
Foreign Currency Risk
Cyber Security Risk
Taxable Exempt Fixed Income Strategy
MLP Risk
Portfolio Turnover Risk
ETF Risk
Small-Capitalization
Company Risk
Equity Risk
Small- and Mid-Capitalization
Company Risk
Foreign Securities Risk
Initial Public Offering (IPO) Risk
Investment Style Risk
REIT Risk
Royalty Trust Risk
Foreign Currency Risk
Cyber Security Risk
Thematic Innovation and Growth Strategy
MLP Risk
Portfolio Turnover Risk
ETF Risk
Small-Capitalization
Company Risk
Equity Risk
Small- and Mid-Capitalization
Company Risk
Foreign Securities Risk
Initial Public Offering (IPO) Risk
Investment Style Risk
REIT Risk
Royalty Trust Risk
Foreign Currency Risk
Cyber Security Risk
Interest Rate / Credit / Liquidity Risk – Fixed income and cash management investments can
decline as interest rates rise, credit quality deteriorates or market liquidity becomes constrained.
Bank Loans Risk – Investments in bank loans (through both assignments and participations) are
generally subject to the same risks as investments in other types of debt instruments, including, in
many cases, investments in junk bonds. There may be limited public information available
regarding bank loans and bank loans may be difficult to value. If the portfolio holds a bank loan
through another financial institution or relies on a financial institution to administer the loan, its
receipt of principal and interest on the loan may be subject to the credit risk of that financial
institution. It is possible that any collateral securing a loan may be insufficient or unavailable, and
that the portfolio’s rights to collateral may be limited by bankruptcy or insolvency laws. In
addition, the secondary market for bank loans may be subject to irregular trading activity, wide
bid/ask spreads, and extended trade settlement periods, which may cause the portfolio to be unable
to realize the full value of its investment in a bank loan. Bank loans may not be considered
“securities,” and purchasers therefore may not be entitled to rely on the anti-fraud protections of
the federal securities laws.
Borrowing Risk - Borrowing for investment purposes creates leverage, which will exaggerate the
effect of any increase or decrease in the market price of securities in the portfolio and, therefore,
may increase the volatility of the portfolio. Money borrowed will be subject to interest and other
costs (that may include commitment fees and/or the cost of maintaining minimum average
balances). These costs may exceed the gain on securities purchased with borrowed funds.
Increased operating costs, including the financing cost associated with any leverage, may reduce
- 16 -
the portfolio’s total return. Unless the income and capital appreciation, if any, on securities
acquired with borrowed funds exceed the cost of borrowing, the use of leverage will diminish the
investment performance of the portfolio.
Cash and Cash Equivalents Risk – It is part of a portfolio’s investment strategy to, at times, hold
a substantial portion of its assets in cash and/or cash equivalents, including money market
instruments. Under certain market conditions, such as during a rising stock market, this strategy
may negatively impact the portfolio’s ability to achieve its investment objectives. To the extent
that the portfolio invests in a money market fund, the portfolio will indirectly bear a proportionate
share of the money market fund’s expenses.
Concentration / Sector Risk – Accounts with significant exposure to particular issuers, sectors,
styles or geographies may experience greater volatility and loss when those exposures
underperform.
Convertible Securities Risk – The value of a convertible security is influenced by changes in
interest rates (with investment value declining as interest rates increase and increasing as interest
rates decline) and the credit standing of the issuer. The price of a convertible security will also
normally vary in some proportion to changes in the price of the underlying common stock because
of the conversion or exercise feature.
Corporate Bond Risk – Corporate bonds respond to economic developments, especially changes
in interest rates, as well as perceptions of the creditworthiness and business prospects of individual
issuers.
Credit Risk – The risk that the issuer of a security or the counterparty to a contract will default or
otherwise become unable to honor a financial obligation. The credit rating or financial condition
of an issuer may affect the value of a fixed income debt security. Generally, the lower the credit
quality of a security, the greater the perceived risk that the issuer will fail to pay interest fully and
return principal in a timely manner. If an issuer defaults or becomes unable to honor its financial
obligations, the security may lose some or all of its value. The issuer of an investment-grade
security is considered by the rating agency to be more likely to pay interest and repay principal
than an issuer of a lower quality bond. Adverse economic conditions or changing circumstances
may weaken the capacity of the issuer to pay interest and repay principal.
Cyber and Operational Risk – Technology failures, data issues, service-provider disruptions or
cybersecurity events may impair trading, valuation, reporting or other advisory functions.
Debt Instruments Risk – Debt instruments are generally subject to credit risk and interest rate
risk. Credit risk refers to the possibility that the issuer of a security will be unable to make interest
payments and/or repay the principal on its debt. Interest rate risk refers to fluctuations in the value
of a fixed-income security resulting from changes in the general level of interest rates. When the
general level of interest rates goes up, the prices of most fixed-income securities go down. When
the general level of interest rates goes down, the prices of most fixed-income securities go up.
Derivatives related to debt instruments may be exposed to similar risks for individual securities,
groups of securities or indices tracking multiple securities or markets. Both debt securities and
debt-related derivative instruments may be exposed to one or more of the following risks:
Credit Risk - Credit risk refers to the possibility that the issuer of the security will not be able to
make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s
perception of an issuer’s creditworthiness may also affect the value of the portfolio’s investment
- 17 -
in that issuer. The degree of credit risk depends on both the financial condition of the issuer and
the terms of the obligation. Securities rated by the rating agencies in the four highest categories
(Fitch, Inc. (“Fitch”) (AAA, AA, A, and BBB), Moody’s Investors Service, Inc. (“Moody’s”)
(Aaa, Aa, A, and Baa) or S&P® Global Ratings (“S&P”) (AAA, AA, A, and BBB)) are considered
investment grade, but they may also have some speculative characteristics, meaning that they carry
more risk than higher rated securities and may have problems making principal and interest
payments in difficult economic climates. Investment grade ratings do not guarantee that bonds will
not lose value.
Extension Risk - Extension risk is the risk that, when interest rates rise, certain obligations will
be paid off by the issuer (or obligor) more slowly than anticipated, causing the value of these
securities to fall. Rising interest rates tend to extend the duration of securities, making them more
sensitive to changes in interest rates. The value of longer-term securities generally changes more
in response to changes in interest rates than shorter-term securities. As a result, in a period of rising
interest rates, securities may exhibit additional volatility and may lose value.
Interest Rate Risk - The yields for certain securities are susceptible in the short-term to
fluctuations in interest rates, and the prices of such securities may decline when interest rates rise.
Interest rate risk in general is the risk that prices of fixed-income securities generally increase
when interest rates decline and decrease when interest rates increase. The Portfolio may decline in
value or suffer losses if short-term or long-term interest rates rise sharply or otherwise change in
a manner not anticipated by the Advisor.
Prepayment Risk - Prepayment risk is the risk that certain debt securities with high interest rates
will be prepaid by the issuer before they mature. When interest rates fall, certain obligations will
be paid off by the obligor more quickly than originally anticipated, and an investor may have to
invest the proceeds in securities with lower yields. In periods of falling interest rates, the rate of
prepayments tends to increase (as does price fluctuation) as borrowers are motivated to pay off
debt and refinance at new lower rates. During such periods, reinvestment of the prepayment
proceeds by the management team will generally be at lower rates of return than the return on the
assets that were prepaid. Prepayment reduces the yield to maturity and the average life of the
security.
Derivatives Risk – A strategy’s use of futures contracts, options and swaps is subject to market
risk, leverage risk, correlation risk, hedging risk and liquidity risk. Market risk is the risk that the
market value of an investment may move up and down, sometimes rapidly and unpredictably.
Leverage risk is the risk that the use of leverage may amplify the effects of market volatility on
the Strategy’s share price and may also cause the Strategy to liquidate portfolio positions when it
would not be advantageous to do so in order to satisfy its obligations. Correlation risk is the risk
that changes in the value of the derivative may not correlate perfectly or at all with the underlying
asset, rate or index. Hedging risk is the risk that derivative instruments used for hedging purposes
may also limit any potential gain that may result from the increase in value of the hedged asset. To
the extent that the strategy engages in hedging strategies, there can be no assurance that such
strategy will be effective or that there will be a hedge in place at any given time. Liquidity risk is
described elsewhere in this section. The strategy’s use of forwards and swaps is also subject to
credit risk and valuation risk. Credit risk is the risk that the counterparty to a derivative contract
will default or otherwise become unable to honor a financial obligation. Valuation risk is the risk
that the derivative may be difficult to value. Each of these risks could cause the Strategy to lose
more than the principal amount invested in a derivative instrument.
- 18 -
Dividend Paying Stocks Risk – A strategy’s emphasis on dividend-paying stocks involves the
risk that such stocks may fall out of favor with investors and underperform the market. Also, a
company may reduce or eliminate its dividend.
Emerging Markets Securities Risk – Investments in emerging markets securities are considered
speculative and subject to heightened risks in addition to the general risks of investing in foreign
securities. Unlike more established markets, emerging markets may have governments that are less
stable, markets that are less liquid and economies that are less developed. In addition, the securities
markets of emerging market countries may consist of companies with smaller market
capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions
on foreign investment; and possible restrictions on repatriation of investment income and capital.
Furthermore, foreign investors may be required to register the proceeds of sales, and future
economic or political crises could lead to price controls, forced mergers, expropriation or
confiscatory taxation, seizure, nationalization or creation of government monopolies.
Equity Risk – Any investment in an equity security is subject to the risk that stock prices will fall
over short or extended periods of time. Historically, the equity markets have moved in cycles, and
the value of the investment’s equity securities may fluctuate drastically from day to day. Individual
companies may report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a decline in
response. These factors contribute to price volatility, which is the principal risk of investing in any
equity security.
ETF / Mutual Fund / Pooled Vehicle Risk – Investments made through pooled vehicles are
subject to the risks, expenses and management decisions of the underlying vehicle as well as the
risks of the assets they hold.
Exchange-Traded Notes (“ETNs”) Risk – The value of an ETN may be influenced by time to
maturity, level of supply and demand for the ETN, volatility and lack of liquidity in the underlying
market, changes in applicable interest rates, and changes in the issuer’s credit rating. A portfolio
that invests in ETNs will bear its proportionate share of any fees and expenses associated with
investment in such securities, which will reduce the amount of return on investment at maturity or
redemption. There may be restrictions on a portfolio’s right to redeem its investment in an ETN
meant to be held to maturity. There are no periodic interest payments for ETNs and principal is
not protected. It may be difficult for a portfolio to sell its ETN holdings due to limited availability
of a secondary market.
Fixed Income Risk – Fixed income securities are subject to multiple risks, including credit and
interest rate risks. Credit risk is the risk that the issuer or obligor will not make timely payments
of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an
issuer’s creditworthiness may also affect the value of the strategy’s investment in that issuer. The
account is subject to greater levels of credit risk to the extent it holds below investment grade debt
securities, or “junk bonds.” Interest rate risk is the risk that the value of a fixed income security
will fall when interest rates rise. In general, the longer the maturity and the lower the credit quality
of a fixed income security, the more likely its value will decline.
Foreign Currency Risk – As a result of the investments in securities or other investments
denominated in, and/or receiving revenues in foreign currencies, the strategy will be subject to
currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the
- 19 -
U.S. dollar, in which case, the value of an account managed in the strategy would be adversely
affected.
Foreign Securities Risk – Investing in foreign companies, including direct investments and
through American Depositary Receipts (“ADRs”) and Global Depository Receipts (“GDRs”),
which are traded on U.S. exchanges and represent an ownership interest in a foreign company,
poses additional risks since political and economic events unique to a country or region will affect
those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar
issuers located in the United States. Securities of foreign companies may not be registered with
the SEC and foreign companies are generally not subject to the regulatory controls imposed on
U.S. issuers and, as a consequence, there is generally less publicly available information about
foreign securities than is available about domestic securities. Income from foreign securities may
be reduced by a withholding tax at the source, which tax would reduce income received from the
securities comprising a client’s portfolio. Foreign securities may also be more difficult to value
than securities of U.S. issuers. While ADRs provide an alternative to directly purchasing the
underlying foreign securities in their respective national markets and currencies, investments in
ADRs continue to be subject to many of the risks associated with investing directly in foreign
securities.
Geographic Focus Risk – To the extent that it focuses its investments in a particular country or
geographic region, the account may be more susceptible to economic, political, regulatory or other
events or conditions affecting issuers within that country or geographic region. As a result, the
account may be subject to greater price volatility and risk of loss than a fund holding more
geographically diverse investments.
Growth Investing Risk – Growth stocks tend to be more expensive relative to the issuing
company’s earnings or assets compared with other types of stocks, reflecting investors’
expectations of future earnings and assets. As a result, they tend to be more sensitive to changes
in, or investors’ expectations of, the issuing company’s earnings and can therefore be more
volatile.
High Yield Bond Risk – High yield bonds (often called “junk bonds”) are debt securities rated
below investment grade. Junk bonds are speculative, involve greater risks of default, downgrade,
or price declines and are more volatile and tend to be less liquid than investment-grade securities.
Companies issuing high yield bonds are less financially strong, are more likely to encounter
financial difficulties, and are more vulnerable to adverse market events and negative sentiments
than companies with higher credit ratings.
Energy / MLP and Related Sector Risk – Strategies with exposure to energy, midstream or
related sectors may be affected by commodity prices, regulation, capital market conditions and
other sector-specific events.
• Fluctuations in commodity prices may impact the volume of commodities transported,
processed, stored or distributed.
• Reduced volumes of natural gas or other energy commodities available for transporting,
processing, storing or distributing may affect the profitability of a company or MLP.
• Slowdowns in new construction and acquisitions can limit growth potential.
• A sustained reduced demand for crude oil, natural gas and refined petroleum products that
could adversely affect revenues and cash flows.
- 20 -
• Depletion of the natural gas reserves or other commodities if not replaced, which could impact
the ability of an Energy Infrastructure Company or MLP to make distributions.
• Changes in the regulatory environment could adversely affect the profitability of Energy
Infrastructure Companies and MLPs.
• Extreme weather or other natural disasters could impact the value of Energy Infrastructure
Company and MLP securities.
• Rising interest rates which could result in a higher cost of capital and divert investors into other
investment opportunities.
• Threats of attack by terrorists on energy assets could impact the market for Energy
Infrastructure and MLP securities.
• Global events, including Russia, Ukraine, Western Europe and the Middle East and including
government stability specifically, could have significant adverse effects on the U.S. economy,
and financial and commodities markets.
Initial Public Offering (“IPO”) Risk – The market value of shares in an IPO may fluctuate
considerably or decline shortly after the IPO, due to factors such as the absence of a prior public
market, unseasoned trading, the small number of shares available for trading and limited
information about the issuer. In addition, there is also a risk that participation in IPOs may have
an outsized effect on performance of strategies with lower assets under management that may not
be replicable as the assets in such strategies increase.
Inflation-Linked Securities Risk – The value of inflation-linked securities is expected to change
in response to changes in real interest rates (the market rate of interest less the anticipated rate of
inflation). Real interest rates change over time as a result of many factors, such as currency
exchange rates, central bank monetary policies and general economic conditions. In general, the
price of an inflation-linked security tends to decrease when real interest rates increase and can
increase when real interest rates decrease. Interest payments on inflation-linked securities are
unpredictable and will fluctuate as the principal and interest are adjusted for inflation. Any increase
in the principal amount of an inflation-linked debt security will be considered taxable ordinary
income, even though a fund will not receive the principal until maturity. Repayment of the original
bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of treasury
inflation-protected securities (“TIPS”). For bonds that do not provide a similar guarantee, the
adjusted principal value of the bond repaid at maturity may be less than the original principal.
There can also be no assurance that the inflation index used will accurately measure the real rate
of inflation in the prices of goods and services. Account’s investments in inflation-linked securities
may lose value in the event that the actual rate of inflation is different than the rate of the inflation
index. In addition, inflation-linked securities are subject to the risk that the consumer price index
(“CPI”) or other relevant pricing index may be discontinued, fundamentally altered in a manner
materially adverse to the interests of an investor in the securities, altered by legislation or Executive
Order in a materially adverse manner to the interests of an investor in the securities or substituted
with an alternative index.
Interest Rate Risk – Changes in interest rates are a factor that could affect the value of an
investment. Rising interest rates tend to cause the prices of fixed income securities (especially
those with longer maturities) to fall. The concept of duration is useful in assessing the sensitivity
of a fixed income investment to interest rate movements, which are usually the main source of risk
- 21 -
for most fixed income investments. Duration measures price volatility by estimating the change in
price of a debt security for a 1% change in its yield. For example, a duration of five years means
the price of a debt security will change about 5% for every 1% change in its yield. Thus, the longer
the duration, the more volatile the security. Fixed income debt securities have a stated maturity
date when the issuer must repay the principal amount of the bond. Some fixed income debt
securities, known as callable bonds, may repay the principal earlier than the stated maturity date.
Fixed income debt securities are most likely to be called when interest rates are falling because the
issuer can refinance at a lower rate.
Investment in Money Market Mutual Funds Risk – The portfolio invests in money market
mutual funds. While government money market funds seek to transact at a $1.00 per share stable
net asset value, certain other money market funds transact at a fluctuating net asset value, and it is
possible to lose money by investing in money market funds. Further, money market funds may
impose a fee upon redemption or may temporarily suspend redemptions if the fund’s liquidity falls
below a required minimum because of market conditions or other factors. Investments in money
market funds are not insured or guaranteed by the FDIC or any other government agency.
Investment Style Risk – Westwood pursues a “value style” of investing. Value investing focuses
on companies with stocks that appear undervalued in light of factors such as the company’s
earnings, book value, revenues or cash flow. If Westwood’s assessment of market conditions, or a
company’s value or its prospects for exceeding earnings expectations is inaccurate, the client could
suffer losses or produce poor performance relative to other investment strategies and products. In
addition, “value stocks” can continue to be undervalued by the market for long periods of time.
Large-Capitalization Company Risk – The large capitalization companies in which the account
may invest may lag the performance of smaller capitalization companies because large
capitalization companies may experience slower rates of growth than smaller capitalization
companies and may not respond as quickly to market changes and opportunities
Leverage Risk – If a portfolio makes investments in futures contracts, forward currency contracts
and other derivative instruments, the futures contracts and certain other derivatives provide the
economic effect of financial leverage by creating additional investment exposure, as well as the
potential for greater loss. If a portfolio uses leverage through activities such as borrowing, entering
into short sales, purchasing securities on margin or on a “when-issued” basis or purchasing
derivative instruments in an effort to increase its returns, the portfolio has the risk of magnified
capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation
of liabilities, that exceeds the net assets of the portfolio. The net asset value of a portfolio when
employing leverage will be more volatile and sensitive to market movements. Leverage may
involve the creation of a liability that requires a portfolio to pay interest. A portfolio may also be
required to pay fees in connection with borrowings (such as loan syndication fees or commitment
and administrative fees in connection with a line of credit) and it might be required to maintain
minimum average balances with a bank lender, either of which would increase the cost of
borrowing over the stated interest rate.
Liquidity Risk – Certain securities may be difficult or impossible to sell at the time and the price
that the strategy would like. The strategy may have to accept a lower price to sell a security, sell
other securities to raise cash instead or give up an investment opportunity, any of which could have
a negative effect on strategy management or performance.
- 22 -
Market Risk – Market risk is the risk that the markets on which the Fund’s investments trade will
increase or decrease in value. Prices may fluctuate widely over short or extended periods in
response to company, market or economic news. Markets also tend to move in cycles, with periods
of rising and falling prices. If there is a general decline in the securities and other markets, your
investment in the Fund may lose value, regardless of the individual results of the securities and
other instruments in which the Fund invests.
Market Events Risk – Events in the U.S. and global financial markets, including actions taken
by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth,
may at times, and for varying periods of time, result in unusually high market volatility, which
could negatively impact the account’s performance and cause the account to experience illiquidity,
shareholder redemptions, or other potentially adverse effects. Reduced liquidity in credit and
fixed-income markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions deteriorate.
Master Limited Partnerships (“MLP”) Risk – MLPs are limited partnerships in which the
ownership units are publicly traded. MLPs often own several properties or businesses (or own
interests) that are related to oil and gas industries or other natural resources, but they also may
finance other projects. To the extent that an MLP’s interests are all in a particular industry or
industries, such as the energy industries, the MLP will be negatively impacted by economic events
adversely impacting that industry or industries. Additional risks of investing in an MLP also
include those involved in investing in a partnership as opposed to a corporation, such as limited
control of management, limited voting rights or tax risks. In addition, MLPs may be subject to
state taxation in certain jurisdictions which will have the effect of reducing the amount of income
paid by the MLP to its investors. Investment in MLPs may result in the layering of expenses, such
that clients will indirectly bear a proportionate share of the MLPs’ operating expenses, in addition
to paying asset management fees and expenses. Energy companies are affected by worldwide
energy prices and costs related to energy production. These companies may have significant
operations in areas at risk for natural disasters, social unrest and environmental damage. These
companies may also be at risk for increased government regulation and intervention, energy
conservation efforts, litigation and negative publicity and perception.
Model and Data Risk: Given the complexity of the investments and strategies of the portfolio,
Westwood and/or the Sub-Advisor, as appropriate, rely heavily on quantitative models (both
proprietary models developed by Westwood and/or Sub-Advisor, and those supplied by third-party
vendors) and information and data supplied by third-party vendors (“Models and Data”). Models
and Data are used to construct sets of transactions and investments and to provide risk management
insights.
When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon
expose the portfolio to potential risks. The success of relying on such models may depend on the
accuracy and reliability of historical data supplied by third party vendors.
All models rely on correct market data inputs. If incorrect market data is entered into even a well-
founded model, the resulting information will be incorrect. However, even if market data is input
correctly, “model prices” will often differ substantially from market prices, especially for
securities with complex characteristics, such as derivative securities.
Mortgage-Backed Securities Risk – Mortgage-backed securities are affected by, among other
things, interest rate changes and the possibility of prepayment of the underlying mortgage loans.
- 23 -
Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to
meet their obligations.
Mutual Fund Risk – Mutual funds involve risk of loss, and there is no guarantee that a mutual
fund will achieve its goals. The mutual fund advisor’s (and/or subadvisor’s) judgments about the
markets, the economy, or companies may not anticipate actual market movements, economic
conditions, or company performance, and these judgments may affect the return on the investment.
The value of an investment in a mutual fund is based on the value of the securities the fund holds.
These prices change daily due to economic and other events that affect particular companies and
other issuers. These price movements, sometimes called volatility, may be greater or lesser
depending on the types of securities the fund owns and the markets in which they trade. The effect
on a fund of a change in the value of a single security will depend on how widely the fund
diversifies its holdings.
Options Risk – Investments in options may be subject to the risk that the adviser does not correctly
predict the movement of an option’s underlying stock. Option purchases may result in the loss of
part or all of the amount paid for the option plus commission costs. Option sales may result in a
forced sale or purchase of a security at a price higher or lower than its current market price.
Overseas Exchanges Risk – A portfolio may engage in transactions on a number of overseas
stock exchanges. Market practices relating to clearance and settlement of securities transactions
and custody of assets can potentially pose an increased risk to a portfolio and may involve delays
in obtaining accurate information on the value of securities. A portfolio may engage in transactions
in the stock markets of emerging market countries. Emerging market country stock markets, in
general, are less liquid, smaller, and less regulated than stock markets in many of the developed
countries. Purchases and sales of investments may take longer than would otherwise be expected
on developed stock markets and transactions may need to be conducted at unfavorable prices.
Portfolio Turnover Risk – Due to its investment strategy, the strategy may buy and sell securities
frequently. Such a strategy often involves higher expenses, including brokerage commissions, and
may increase the amount of capital gains (in particular, short-term gains) realized by the strategy.
Shareholders may pay tax on such capital gains.
Preferred Stock Risk – Preferred stocks are sensitive to interest rate changes and are also subject
to equity risk, which is the risk that stock prices will fall over short or extended periods of time.
The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation
are generally subordinate to the rights associated with a company’s debt securities.
Regional Focus Risk – To the extent that it focuses its investments in a particular geographic
region, the strategy may be more susceptible to economic, political, regulatory or other events or
conditions affecting issuers and countries within that region. As a result, the strategy may be
subject to greater price volatility and risk of loss than a strategy holding more geographically
diverse investments.
Real Estate Investment Trust (“REIT”) Risk – REITs are pooled investment vehicles that own,
and usually operate, income-producing real estate. REITs are susceptible to the risks associated
with direct ownership of real estate, such as the following: declines in property values; increases
in property taxes, operating expenses, interest rates or competition overbuilding; zoning changes;
and losses from casualty or condemnation. REITs typically incur fees that are separate from asset
management fees and expenses. Accordingly, investment in REITS will result in the layering of
- 24 -
expenses such that investors will indirectly bear a proportionate share of the REITs’ operating
expenses in addition to asset management fees and expenses. Some REITs may have limited
diversification and may be subject to risks inherent in financing a limited number of properties.
REITs depend generally on their ability to generate cash flow to make distributions and may be
subject to defaults by borrowers and to self-liquidations. In addition, a REIT may be affected by
its failure to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986,
as amended (the “Code”), or its failure to maintain exemption from registration under the 1940
Act.
Restricted and Illiquid Securities Risk - Certain securities generally trade in lower volume and
may be less liquid than securities of large established companies. These less liquid securities could
include securities of small- and mid-sized non-U.S. companies, high-yield securities, convertible
securities, unrated debt and convertible securities, securities that originate from small offerings,
and foreign securities, particularly those from companies in emerging markets. If a security is
illiquid, a portfolio may not be able to sell the security at a time and/or price at which the Advisor
and/or the Sub-Advisor, as appropriate, might wish to sell, which means that the portfolio could
lose money. In addition, the security could have the effect of decreasing the overall level of the
portfolio’s liquidity. Further, the lack of an established secondary market may make it more
difficult to value illiquid securities, which could vary from the amount a portfolio could realize
upon disposition.
Restricted securities are securities that are subject to legal or contractual restrictions on resale and
include equity or fixed-income securities of U.S. and non-U.S. issuers that are issued through
private offerings without registration with the SEC, including offerings outside the United States.
Restricted securities may be illiquid. However, some restricted securities may be treated as liquid,
although they may be less liquid than registered securities traded on established secondary
markets.
Renewable Energy Companies Risk – Renewable energy companies may be more volatile than
companies operating in more established industries. Renewable energy companies are subject to
specific risks, including, among others: fluctuations in commodity prices and/or interest rates;
changes in governmental or environmental regulation; reduced availability of renewable energy
sources or other commodities for transporting, processing, storing or delivering; slowdowns in
new construction; seasonal weather conditions, extreme weather or other natural disasters; and
threats of attack by terrorists on certain renewable energy assets. Certain investments may be
dependent on U.S. and foreign government policies, including tax incentives and subsidies. The
above factors could also impact the ability of renewable energy companies to pay dividends
comparable to those paid by other Energy Infrastructure Companies. Certain valuation methods
used to value renewable energy companies have not been in widespread use for a significant period
of time and may further increase the volatility of certain renewable energy company share prices.
Royalty Trust Risk – Westwood may invest in royalty trusts on behalf of client accounts. A
royalty trust generally acquires an interest in natural resource companies and distributes the income
it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural
gas and refined petroleum products could adversely affect income and royalty trust revenues and
cash flows. Factors that could lead to a decrease in market demand include a recession or other
adverse economic conditions, an increase in the market price of the underlying commodity, higher
taxes or other regulatory actions that increase costs, or a shift in consumer demand for such
products. A rising interest rate environment could adversely impact the performance of royalty
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trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the
increased availability of alternative investments at more competitive yields. Investing in royalty
trust may lead to layered expenses, causing investors to indirectly bear a proportionate share of the
trusts’ operating costs in addition to asset management fees and expenses. These operating
expenses are not reflected in the fee table or example provided in the prospectus.
Short Sale Risk – The portfolio may take a short position in a derivative instrument, such as a
future, forward or swap. A short position on a derivative instrument involves the risk of a
theoretically unlimited increase in the value of the underlying instrument. The portfolio may also
from time to time sell securities short, which involves borrowing and selling a security and
covering such borrowed security through a later purchase. A short sale creates the risk of an
unlimited loss, in that the price of the underlying security could theoretically increase without
limit, thus increasing the cost of buying those securities to cover the short position. There can be
no assurance that the securities necessary to cover a short position will be available for purchase.
Small- and Mid-Capitalization Company Risk – The small- and mid-capitalization companies
in which Westwood may invest may be more vulnerable to adverse business or economic events
than larger, more established companies. In particular, investments in these small- and mid-sized
companies may pose additional risks, including liquidity risk, because these companies tend to
have limited product lines, markets and financial resources, and may depend upon a relatively
small management group. Therefore, small- and mid-cap stocks may be more volatile than those
of larger companies. These securities may be traded over-the-counter or listed on an exchange.
Small-Capitalization Company Risk – The small-capitalization companies in which Westwood
may invest may be more vulnerable to adverse business or economic events than larger, more
established companies. In particular, investments in these small-sized companies may pose
additional risks, including liquidity risk, because these companies tend to have limited product
lines, markets and financial resources, and may depend upon a relatively small management group.
Therefore, small-cap stocks may be more volatile than those of larger companies. These securities
may be traded over-the-counter or listed on an exchange.
Sub-Advisor Risk - The portfolio is subject to management risk because it relies on the Sub-
Advisor’s ability to pursue the portfolio’s objective. The Sub-Advisor will apply investment
techniques and risk analyses in making investment decisions for the fund, but there can be no
guarantee that these will produce the desired results.
Tax Law Change Risk – Changes in tax laws or regulations, or interpretations thereof in the
future, could adversely affect the portfolio or the MLPs and Energy Infrastructure Companies in
which the portfolio invests. Any such changes could negatively impact the portfolio. Legislation
could also negatively impact the amount and tax characterization of distributions received by the
client.
To-Be-Announced (“TBA”)/Dollar Roll Risk – Although the securities that are delivered in
TBA transactions must meet certain standards, there is a risk that the actual securities received by
the account may be less favorable than what was anticipated when entering into the transaction.
Default by or bankruptcy of a counterparty to a TBA transaction would expose the account to
possible loss because of adverse market action, expenses or delays in connection with the purchase
or sale of the pools of mortgage pass-through securities specified in the TBA transaction. Whether
or not the account takes delivery of the securities at the termination date of a TBA transaction, it
will nonetheless be exposed to changes in the value of the underlying investments during the term
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of the agreement. Also, the account’s portfolio turnover rate and transaction costs are increased
when the account enters into dollar roll transactions.
U.S. Government Securities Risk – Investments in U.S. government obligations may include
securities issued or guaranteed as to principal and interest by the U.S. government, or its agencies
or instrumentalities. Payment of principal and interest on U.S. government obligations may be
backed by the full faith and credit of the U.S. or may be backed solely by the issuing or
guaranteeing agency or instrumentality itself. There can be no assurance that the U.S. government
would provide financial support to its agencies or instrumentalities (including government
sponsored enterprises) where it is not obligated to do so. In addition, U.S. government securities
are not guaranteed against price movements due to changing interest rates.
Volatility Risk: The account may have investments that appreciate or depreciate significantly in
value over short periods of time. This may cause the account’s value to experience significant
appreciations or depreciations in value over short periods of time.
Warrants Risk – Warrants are instruments that entitle the holder to buy an equity security at a
specific price for a specific period of time. Warrants may be more speculative than other types of
investments. The price of a warrant may be more volatile than the price of its underlying security,
and an investment in a warrant may offer greater potential for capital loss than an investment in
the underlying security. A warrant ceases to have value if it is not exercised prior to its expiration
date.
Objectives and Certain Risks Related to Private Fund Investments
For certain qualified clients, Westwood Advisors may recommend unaffiliated private funds on a
non-discretionary basis and may provide advisory and related services to certain affiliated private
funds through separate governing and offering documents.
Private fund recommendations and subscriptions are separate from a client’s standard wealth
management account and are subject to client approval, investor qualification requirements, and
the terms of the applicable fund documents.
Westwood Advisors and the applicable fund sponsor monitor private fund investments through
investment committee processes, underlying manager and portfolio reporting, periodic valuation
review, capital account reporting and other oversight procedures appropriate to the structure of the
vehicle.
Private fund investments are speculative, illiquid and subject to complete loss of capital.
Additional information regarding private fund strategies, fees, expenses, conflicts, custody,
governance rights and risks is contained in the adviser’s separate Private Funds Advisory Services
Brochure and the applicable offering documents.
Objectives and Certain Risks Related to the Westwood ETFs
Westwood Advisors may recommend or allocate client assets to one or more Westwood ETFs
where appropriate for the client’s objectives and account guidelines.
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Risks Related to ETF Investments
ETF investments involve market, liquidity, tracking, sector concentration and affiliated-product
risks, and clients invested in affiliated ETFs indirectly bear the management fee charged at the
fund level.
• Market Risk: The value of an ETF may fluctuate based on overall market conditions and
the value of the underlying securities.
• Market Risk: The value of an ETF may fluctuate based on overall market conditions and
the value of the underlying securities.
• Sector Concentration Risk: An ETF focused on particular sectors or industries may be more
volatile when those sectors underperform.
• Liquidity Risk: ETF market liquidity can be affected by trading volumes and market
conditions, potentially widening bid-ask spreads.
• Affiliated Fund Conflict Risk: When an affiliated ETF is used, Westwood Advisors has a
financial incentive to recommend the fund because an affiliate receives management fees.
Clients should understand that all investments involve risk and there is no guarantee that any
strategy, including strategies using ETFs, will be successful or prevent loss of capital.
Item 9 - Disciplinary Information
Westwood Advisors and its management persons have not been involved in any legal or
disciplinary events.
Item 10 - Other Financial Industry Activities and Affiliations
Westwood Advisors is affiliated with Westwood Management, Salient Advisors, LP, Westwood
Trust, Salient Capital, LP and other subsidiaries of Westwood Holdings Group, Inc. that provide
investment management, broker-dealer, trust, distribution and related services.
Certain affiliates act as adviser, sub-adviser, general partner, managing member, distributor,
placement agent, administrator, custodian or service provider for investment products that may be
recommended to clients or with which Westwood Advisors otherwise interacts.
Westwood Advisors serves as investment adviser to the Salient MLP Total Return Fund, L.P. and
Salient MLP Total Return TE Fund, L.P., and Westwood Management provides delegated
investment management services to those funds. Current and anticipated West Energy Secondaries
vehicles have been or are expected to be structured through series LLC and limited partnership
vehicles, with affiliated general partner or managing member entities and related sponsor
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economics as described in the applicable governing documents and the adviser’s separate Private
Funds Advisory Services Brochure.
Certain Westwood Advisors personnel also provide services to Westwood Trust or other affiliates.
These overlapping roles create conflicts involving allocation of time, compensation and
information, although the relevant entities maintain separate compliance obligations and controls.
Westwood Advisors also may recommend strategies, funds or ETFs managed by affiliates,
including Westwood Management strategies and affiliated ETFs, which creates a financial
incentive to favor affiliated products over unaffiliated alternatives.
Broadmark Asset Management, LLC is an SEC-registered investment adviser and CFTC-
registered commodity trading advisor. Broadmark acts as sub-adviser to Westwood Management
or Salient Advisors for certain of the Westwood Funds as well as to other investment advisory
clients whose accounts are managed in the Tactical Growth or Tactical Plus strategies. Broadmark
is based in Dallas, Texas.
The Salient Zarvona Energy Fund GP, LP is an SEC-registered investment adviser and joint
venture owned 50% by Westwood Holdings Group, Inc. and 50% by Zarvona Energy, LP. The
Salient Zarvona Energy Fund GP, LP is the investment adviser and sponsor to certain private funds
managed by Zarvona Energy and its affiliates. Neither Westwood Management nor any of its
affiliates provide investment advice for these funds. Certain Westwood Management employees
are members of the investment committee of the Salient Zarvona Energy Fund GP.
Clients are Solicited to Invest in Affiliated Partnerships: Affiliated persons of Westwood
Advisors may solicit clients to invest in affiliated partnerships, pooled vehicles or other
products managed by Westwood Advisors or its affiliates. Certain investment personnel also
may participate on advisory boards or LPACs of underlying investments or portfolio
companies, which creates conflicts because those individuals may receive non-public
information while participating in investment decisions for Westwood-managed vehicles.
These activities are subject to outside activity, conflicts, information handling and
compliance review procedures.
Energy Investment Team Revenue Sharing Program: Certain members of Westwood
Advisors’s energy investment team participate in compensation arrangements tied in part to
revenues generated from private fund and related activities, including management fees,
carried interest and placement-related revenues received by Westwood Advisors or its
affiliates. This creates an incentive to favor structures, offerings or opportunities that
generate greater compensation.
Westwood Sales Bonus Compensation Program: Westwood compensates its sales employees
through a sales compensation program that is based on a combination of new sales and ongoing
revenue received by Westwood and its affiliates across all investment products and services. New
sales typically included new advisory assets and sales of affiliated mutual funds, affiliated private
funds and unaffiliated private funds.
Clients should be aware that the receipt of additional compensation itself creates a conflict of
interest and may affect the judgment of Westwood and these individuals when making
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recommendations and when determining when and how to provide portfolio management services.
Further, more detailed disclosure of such conflicts of interest is contained in Part 2A of Form ADV
of the relevant adviser affiliate and the private placement memorandum of the relevant fund or
other fund disclosure materials, if applicable.
Use of Westwood Management Strategies in Wealth Management Services: Westwood Advisors
may recommend strategies or products managed by Westwood Management as part of wealth
management services. This creates a conflict because an affiliate receives fees from those
strategies or products.
Certain Westwood employees are licensed as Registered Representatives of Salient Capital, LP,
an affiliated broker-dealer, and may receive sales compensation in connection with certain
investments, including investments in Westwood funds or private offerings, when acting in their
separate broker-dealer capacities.
Certain employees of Westwood Advisors, including Greg Reid, President of Real Assets, may
serve on limited partner advisory committees (“LPACs”) of private funds in which client accounts
invest or may serve on the boards of portfolio companies held by such private funds. These roles
are generally undertaken in connection with Westwood Advisors’ management of client assets and
its responsibilities with respect to such investments.
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Westwood Advisors has adopted Code of Ethics applicable to all WHG sub-subsidiaries (the
“Code”) adopted by the Board of Directors of WHG pursuant to SEC Rule 204A-1 expressing the
firm’s commitment to ethical conduct. The Code is applicable to all officers, directors, employees
(“Affiliated Persons”) of WHG and its subsidiaries and is administered on a group-wide basis. The
Code is based on the principle that Affiliated Persons owe a fiduciary duty to clients to conduct
their personal securities transactions in a manner that does not interfere with client portfolio
transactions or otherwise take advantage of their relationship with clients, and which reflects the
principle referenced above. The Code requires Affiliated Persons to pre-clear all personal
securities transactions (with certain exceptions described below), political contributions, and
outside business activities, and to report gifts and entertainment through the Chief Compliance
Officer (“CCO”).
The Code generally requires Affiliated Persons to pre-clear their personal securities transactions.
However, pre-clearance is not required for: (a) participation in an ongoing automatic investment
plan or an issuer’s dividend reinvestment or stock purchase plan, (b) participation in any
transaction over which the Affiliated Persons had no influence or control (mergers, inheritances,
gifts, etc.), (c) share of registered open-end investment companies other than shares of investment
companies advised or sub-advised by Westwood or its affiliates.
The Code generally prohibits Westwood Affiliated Persons from purchasing or selling individual
securities for their own account that are owned in a Westwood or its affilates’ strategy, with a
limited exception for de minimis trades. For purposes of the Code, Westwood strategies do not
include Custom Asset Allocation accounts. The exception allows Affiliated Persons to personally
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transact in securities that are owned in a Westwood or its affiliates’ strategy, if the security has a
market cap greater than $5 billion and the value of the trade is no more than $10,000 or 100 shares,
whichever is larger. Affliated Persons limited to a maximum of three such de minimis trades per
month; de minimis bond trades may be consolidated within a calendar month, with approval. While
allowing Westwood Affiliate Persons the ability to transact in individual securities that are owned
in Westwood or affiliates’ strategy has the potential to create a conflict of interest for Westwood
clients, Westwood actively addresses the conflict through the use of the above referenced de
minimis trading rule as well as enforcing a minimum holding period for Affiliated Persons.
Affiliated Person who purchase a security under the de minimis exception are prohibited from
selling that security for a profit within 60-days of purchasing the security. The Code provides for
“black-out periods” during which Affiliated Persons may not purchase or sell a stock that
Westwood or its affiliates is in the process of purchasing or selling for Westwood or its affilitates
strategies unless such trade qualifies for the de minimis exception. To monitor compliance with its
Code , the firm’s CCO receives duplicate brokerage statements and transaction confirmations for
every Affiliated Persons with personal brokerage accounts, and all employees must certify on a
quarterly basis that they have reported all relevant securities transactions in compliance with the
Code . The firm’s Compliance department reviews all pre-clearance requests, all initial, quarterly
and annual disclosure certifications and the trading activities on behalf of all Westwood or its
affiliates strategies with a view to ensuring that all Affiliated Persons are complying with the Code.
The Compliance department periodically reviews confirmations from brokers to assure that all
transactions effected for Affiliated Persons are affected in compliance with the Code.
Westwood’s Code establishes a category of Limited Access Persons applicable to some part time
employees, independent contractors or services providers who have limited access to Westwood
information and who, with CCO approval, are not subject to the preclearance requirement under
the Code of Ethics except for IPOs but whose securities transactions are reviewed by CCO.
The Code also requires certain Affiliated Persons to obtain pre-clearance for all political
contributions and outside business activities. The firm’s CCO must approve any political
contribution before it is made and any outside business activity before the Affiliated Person has
engaged in such activity. On an annual basis, Affiliated Persons must submit disclosure
certifications regarding their political contributions and outside business activities.
The Code prohibits Affiliated Persons from accepting or giving any gift or other item valued at
more than $100 from any client, competitor, or any person or entity that does business with or on
behalf of any client. Affiliated Persons also must report any gift or other item that is given to any
client, competitor, vendor or any person or entity that does business with or on behalf of any client.
In addition, Affiliated Persons must report accepted offers of entertainment from all such persons
or entities. The Code requires Affiliated Persons to certify quarterly that they have reported all
gifts and entertainment.
The Code permits the CCO to delegate duties under the Code to other members of the Legal and
Compliance department.
Westwood also has an Insider Trading Policy that, along with the Code , prohibits the use of
material non-public information in a personal or professional capacity. Westwood requires that all
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Affiliated Persons act in compliance with all applicable Federal and State regulations governing
registered investment advisory practices. Any Affiliated Person not in observance of the above
may be subject to disciplinary action, up to and including termination. Throughout the year,
Westwood’s Legal and Compliance department is responsible for, among other things, reviewing
employee accounts, personal trading, Code exceptions, and employee and director transactions of
WHG stock.
Upon request, Westwood will provide a complete copy of its Code to any client or prospective
client. Clients can submit requests by contacting their Westwood representative or the firm’s CCO.
It is also posted on Westwood’s website.
Westwood does not invest client funds in the securities of its parent company, WHG.
Affiliated Persons may invest in affiliated private funds alongside clients, subject to review and
approval by the CCO and, where applicable, broker-dealer compliance. Affiliated Persons
investments generally are expected to be made on the same terms available to other investors,
except for sponsor, carried interest or other affiliated arrangements disclosed in the governing
documents. The Compliance Team monitors employee co-investment through pre-clearance,
account reporting and compliance oversight, although conflicts relating to timing, allocation,
capital calls, valuations and distributions cannot be eliminated. Additional information regarding
private fund conflicts is contained in the adviser’s separate Private Funds Advisory Services
Brochure.
Mr. Reid’s participation on LPACs or boards of portfolio companies presents potential conflicts
of interest. In such roles, Mr. Reid may have fiduciary or other duties to the applicable private fund
or portfolio company that differ from, or may conflict with, the interests of Westwood Advisors’
clients. For example, Mr. Reid may receive confidential information regarding a portfolio
company or fund that may restrict Westwood Advisors’ ability to transact in related securities or
may create differing incentives in connection with fund-level decisions (e.g., valuations, liquidity
events, or conflicts among investors).
Westwood Advisors seeks to mitigate these conflicts through its policies and procedures, including
allocation and trade practices, information barrier controls, and oversight by its compliance
function. In addition, any compensation received by Mr. Reid in connection with such roles is
subject to review and approval in accordance with Westwood Advisors’ policies.
Item 12 - Brokerage Practices
Westwood does not direct client wealth management trades to Salient Capital, L.P.
Wealth Management Services
Wealth management accounts are generally held at Schwab, Fidelity or another approved
unaffiliated custodian, and Westwood Advisors places trades through those custodial brokerage
platforms or other approved execution venues while seeking best execution based on the totality
of the circumstances.
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Research and Other Benefits
Westwood Advisors does not use client commissions to obtain soft dollar benefits. Custodians and
brokerage platforms may, however, provide technology, operations, reporting or practice-
management services that benefit Westwood Advisors and create an incentive to recommend those
platforms.
Brokerage for Client Referrals
Westwood Advisors does not receive client brokerage commissions or other trade-based
compensation for referring wealth management clients to a broker-dealer.
Trade Allocation
Trades for wealth managemtn accounts may be aggregated where Westwood Advisors determines
aggregation is appropriate and consistent with client objectives, strategy implementation and
operational considerations.
Accounts may be traded separately when aggregation is not practicable, when accounts have
different restrictions or cash needs, or when accounts participate in different models or strategies.
Agency or Internal Cross Trading
Westwood Advisors does not generally engage in internal cross trades for wealth management
accounts absent applicable authority, documentation and controls.
Best Execution and Custodial Platforms
In evaluating custodians and brokerage platforms, Westwood Advisors considers execution
capability, custody and reporting services, breadth of available products, operational support,
technology, responsiveness, pricing, and the overall service relationship.
Schwab and Fidelity are unaffiliated broker-dealers and custodians commonly used for wealth
management accounts.
Research and Other Soft Dollar Benefits
Custodial and brokerage platforms may make available services, data, systems and other benefits
that assist Westwood Advisors in managing accounts and operating its business. These benefits
create an incentive to recommend or maintain those platforms, although Westwood Advisors seeks
to act in the client’s best interest when selecting or recommending a custodian.
The fact that Westwood Advisors and clients receive these benefits from Schwab is an incentive
for Westwood Advisors to recommend the use of Schwab rather than making such a decision
based exclusively on client’s interest in receiving the best value in custody services and the most
favorable execution of client’s transactions. This creates a conflict of interest. In some cases, the
services that Schwab pays for may have some pecuniary, financial, or other interests to
Westwood Advisors. This creates an additional conflict of interest. Westwood Advisors believes,
however, that taken in the aggregate, if Westwood Advisors recommends the use of Schwab as
custodian and broker, the recommendation is in the best interest of client.
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Westwood ETFs
Westwood Advisors may recommend affiliated ETFs for client accounts. Brokerage commissions
on ETF trades are not shared with Westwood Advisors or Salient Capital merely because the ETFs
are affiliated.
Because an affiliate receives management fees at the ETF level, Westwood Advisors has a
financial incentive to recommend affiliated ETFs over unaffiliated alternatives.
Westwood Advisors addresses this conflict through disclosure and by evaluating ETF use based
on client suitability and portfolio objectives.
Item 13 - Review of Accounts
Wealth Management Services
Westwood Advisors expects wealth management accounts to be reviewed by the responsible
advisory personnel at least annually and more frequently as needed based on client circumstances,
investment activity, cash flows, restrictions or strategy changes. The firm is formalizing a
documented review process that includes periodic account lists, advisor sign-off and supervisory
oversight.
Private Investment Funds
Private funds are monitored through investment committee processes, underlying manager and
portfolio reporting, quarterly investor reports, review of fund administrator work product, and
annual audits. The MLP Funds generally involve weekly and month-end NAV review packages
prepared by the third-party fund administrator and reviewed by the Private Capital Operations
team before investor reporting. WES funds and related co-investment vehicles generally follow a
quarterly valuation and reporting cadence. Additional information regarding private fund advisory
services is contained in the adviser's separate Private Funds Advisory Services Brochure.
Item 14 - Client Referrals and Other Compensation
Wealth Management Services
Westwood Advisors does not currently maintain a general solicitor or promoter program for wealth
management client referrals, except as may be disclosed in a separate agreement or otherwise
required by applicable law.
Clients may be invested in products, including mutual funds, ETFs or private funds, for which
Westwood or its affiliates receive fees as described elsewhere in this brochure.
Custodial Platform Benefits
Westwood Advisors may receive economic or service benefits from custodial and brokerage
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platforms as described in Item 12.
Private Investment Funds Placement Arrangements
Westwood Advisors or another affiliated sponsor may enter into placement arrangements in
connection with the Salient MLP Total Return Fund, L.P., the Salient MLP Total Return TE Fund,
L.P., and certain Westwood Energy Secondaries vehicles. Under these arrangements, Westwood
or an affiliated sponsor generally receives management or sponsor compensation under the
applicable fund documents and may pay placement-related compensation to affiliated or
unaffiliated broker-dealers pursuant to the applicable placement agreement. Affiliated personnel
also may participate in the marketing of these funds in their separate broker-dealer capacities. This
creates a conflict of interest because Westwood and its affiliates have a financial incentive to
recommend or promote these funds to clients and prospective investors.
Placement activity may involve the MLP Funds and certain West Energy Secondaries vehicles and
may include affiliated or unaffiliated broker-dealers. Additional information regarding private
fund advisory services is contained in the adviser’s Private Funds Advisory Services Brochure.
Westwood ETFs
Other compensation related to Westwood ETFs is described in Items 5, 10 and 12 above.
Item 15 - Custody
Other than with respect to the debiting of fees or authority arising under private fund structures,
Westwood Advisors does not have custody of client funds or assets in connection with its standard
wealth management services.
Wealth Management Services
Wealth management accounts are established by clients at an approved unaffiliated custodian, such
as Schwab or Fidelity. Westwood Advisors may be authorized to deduct advisory fees from those
accounts but does not otherwise maintain custody of those assets.
Clients should compare the account statements they receive from the custodian with any statements
or reports they receive from Westwood Advisors.
Private Investment Funds
Westwood Advisors and/or its affiliates are deemed to have custody of private fund assets because
Westwood Advisors or an affiliate serves as investment adviser, general partner or managing
member of certain affiliated private funds, including the Salient MLP Total Return Fund, L.P., the
Salient MLP Total Return TE Fund, L.P., and certain West Energy Secondaries and related co-
investment or series vehicles. Additional information regarding private fund advisory services is
contained in the adviser’s Private Funds Advisory Services Brochure. Private fund investors
generally do not receive separate account statements directly from a qualified custodian; instead,
the applicable funds rely on the annual audit provision under the Custody Rule and are expected
to distribute audited financial statements prepared by an independent public accountant registered
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with, and subject to regular inspection by, the PCAOB within the period applicable to the particular
vehicle, which may be 120 days or, for certain fund-of-funds structures, up to 180 days after fiscal
year-end. Certain private funds may also use Westwood Trust or another custodian for custody or
related services, which creates an affiliation-based conflict addressed through disclosure, service-
provider oversight and the audit process.
Item 16 - Investment Discretion
Wealth Management Services
Westwood Advisors generally has discretion to manage wealth management accounts within the
scope of the client’s advisory agreement, including discretion to select, buy and sell securities,
rebalance accounts, implement model changes, and otherwise manage the account subject to
client-imposed restrictions.
Westwood Advisors exercises this discretion in accordance with the client’s advisory agreement,
investment guidelines and any restrictions communicated by the client.
Private Investment Funds
Westwood Advisors does not generally cause a wealth client to subscribe to a private or alternative
fund without the client’s separate approval. Once an investor commits capital to an affiliated
private fund, the fund’s governing documents allocate portfolio management authority among
Westwood Advisors and the applicable affiliated general partner, managing member or other
sponsor entities as described in the offering documents and the separate Private Funds Advisory
Services Brochure. The scope of authority applicable to private funds may include fund-specific
investment committee approvals, LPAC rights, investor eligibility requirements and other
governance or structural limitations.
Item 17 - Voting Client Securities and Other Legal Notices
Westwood Advisors generally may vote proxies for wealth management accounts unless the client
retains proxy authority in writing or the advisory agreement provides otherwise.
Westwood Advisors implements proxy voting for applicable wealth management accounts through
shared service personnel of WHG and third-party proxy service providers, including Broadridge
Financial Solutions, Inc. for proxy processing and Glass Lewis & Co., LLC for proxy research and
voting recommendations. Westwood personnel review proxy matters and may override a third-
party recommendation in accordance with the firm's proxy voting policies.
Westwood Advisors maintains records relating to proxy voting for accounts over which it exercises
voting authority and seeks to vote proxies in a manner believed to be in the client’s best interest.
When Westwood Advisors identifies a material conflict of interest in connection with a proxy vote,
it follows its proxy voting policies and may disclose the conflict to the affected client, seek client
direction, follow predetermined guidelines or take other action permitted under the policy.
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Clients and investors may request a copy of Westwood Advisors’ proxy voting policies and
procedures by contacting their representative or the firm’s CCO.
For accounts managed using strategies of Westwood Management, proxy voting responsibility
may be delegated to Westwood Management pursuant to the applicable advisory arrangements.
For wealth management accounts, the advisory agreement generally authorizes Westwood
Advisors to vote proxies but not to pursue class actions, bankruptcies or other legal proceedings
unless separately agreed. That authority is distinct from the consent, governance, advisory board,
LPAC and similar rights that Westwood Advisors or its affiliates may exercise in connection with
private funds or underlying private investments under the relevant fund documents and conflict
management procedures.
Item 18 - Financial Information
Westwood Advisors does not require or solicit prepayment of advisory fees of more than $1,200
per client six months or more in advance in a manner that it believes would require additional
financial statement disclosure under Item 18. Capital commitments and capital calls for private
funds are investment obligations under the applicable fund documents and are not treated by
Westwood Advisors as traditional prepayments of advisory fees.
Westwood Advisors is not aware of any financial condition reasonably likely to impair its ability
to meet contractual commitments to clients or investors.
Westwood Advisors has not been the subject of a bankruptcy petition.
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Additional Brochure: WESTWOOD WEALTH MANAGEMENT FORM ADV PART 2A (PRIVATE EQUITY) (2026-04-02)
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Private Funds Advisory Services Brochure
Westwood Advisors, L.L.C.
200 Crescent Court, Suite 1200 | Dallas, Texas 75201
(214) 756-6900
www.westwoodgroup.com
March 31, 2026
This brochure provides information about the qualifications and business practices of Westwood
Advisors, L.L.C. If you have any questions about the contents of this brochure, please contact us
at (214) 756-6900 or complianceapproval@westwoodgroup.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 Westwood Advisors, L.L.C. also is available on the SEC’s website at
www.adviserinfo.sec.gov.
Westwood Advisors, L.L.C. is an SEC registered investment adviser. Registration does not imply a
certain level of skill or training.
Item 2 - Material Changes
The following material changes have been made to this brochure since the last annual
update dated March 31, 2025. Those changes include:
• Updated the brochure to describe Westwood Advisor's current private funds platform,
including West Energy Secondaries flagship funds, affiliated co-investment vehicles,
deal-specific or series structures, and continuing advisory services to the MLP Funds.
• Expanded disclosure regarding management fees, carried interest, fee waivers, side
letters, placement arrangements, and categories of expenses that may be charged to
private funds beginning in 2026.
• Added disclosure regarding LPAC governance, co-investment allocation, employee
co-investment, affiliated custody, quarterly reporting, and the adviser's exercise of
governance rights in underlying private investments.
• Updated investor qualification, investment discretion, risk, audit/custody, and conflict
disclosures, and inserted placeholders where filing-period data or fund-specific
information remains pending.
Table of Contents
Item 4 - Advisory Business ............................................................................................................................. 4
Item 5 - Fees and Compensation .................................................................................................................... 5
Item 6 - Performance-Based Fees and Side-By-Side Management ............................................................ 6
Item 7 - Types of Clients .................................................................................................................................. 6
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ..................................................... 6
Item 9 - Disciplinary Information .................................................................................................................... 8
Item 10 - Other Financial Industry Activities and Affiliations ...................................................................... 8
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........... 9
Item 12 - Brokerage Practices ...................................................................................................................... 12
Item 13 - Review of Accounts ....................................................................................................................... 13
Item 14 - Client Referrals and Other Compensation .................................................................................. 13
Item 15 - Custody ........................................................................................................................................... 14
Item 16 - Investment Discretion .................................................................................................................... 14
Item 17 - Voting Client Securities ................................................................................................................. 14
Item 18 - Financial Information ..................................................................................................................... 15
Item 4 - Advisory Business
Westwood Advisors, L.L.C. ("Westwood Advisors," "we" or "us") is an SEC-registered investment
adviser and a wholly owned subsidiary of Westwood Holdings Group, Inc. ("WHG"). WHG also
owns Westwood Management Corp., Salient Advisors, LP, Westwood Trust and other affiliated
entities that provide investment management, broker-dealer, trust, administrative and related
services.
Following WHG's November 18, 2022 acquisition of the business of Salient Partners, L.P. and its
affiliates, Westwood Advisors assumed advisory responsibility for the Salient MLP Total Return
Fund, LP and Salient MLP Total Return TE Fund, LP. Westwood Advisors has delegated certain
day-to-day investment management responsibilities for those MLP Funds to its affiliate, Westwood
Management, pursuant to sub-advisory arrangements. Westwood Advisors currently sponsors or
advises several categories of private funds: (i) West Energy Secondaries flagship funds, which are
generally closed-end drawdown vehicles focused on energy-sector secondary opportunities; (ii)
affiliated co-investment vehicles and deal-specific or series structures formed to pursue specific
investments or provide eligible investors with related co-investment opportunities; and (iii) the
Salient MLP Total Return Fund, LP and Salient MLP Total Return TE Fund, LP, which pursue a
different strategy and have different liquidity terms.
As of December 31, 2025, Westwood Advisors managed approximately $516,417,168.89 on a
discretionary basis across 14 private fund advisory relationships.
For the closed-end West Energy Secondaries funds and related co-investment vehicles, Westwood
Advisors generally serves as investment adviser and exercises investment discretion over sourcing,
diligence, investment selection, allocations among vehicles, portfolio construction, follow-on
investments, and dispositions, subject to the applicable governing documents and internal approvals.
These vehicles generally invest in private investment funds, secondary purchases of limited partner
interests, direct co-investments, and other privately negotiated energy-related investments.
Depending on the vehicle, an affiliate of Westwood Advisors serves as the general partner or
managing member, and a separate affiliate may hold the carried interest or other sponsor economics.
Certain closed-end vehicles also contemplate LPACs or similar investor governance bodies to
review matters such as conflicts, related-party transactions, leverage or other approvals described in
the governing documents. The applicable adviser, general partner or managing member, and key
economic terms are described in the governing and offering documents for each vehicle.
Investor eligibility varies by fund. Current private funds generally are offered in transactions exempt
from registration under Section 4(a)(2) of the Securities Act and Regulation D, and the applicable
fund exemption under the Investment Company Act generally is Section 3(c)(1) or Section 3(c)(7).
Depending on the vehicle, investors may be required to qualify as accredited investors, qualified
clients, qualified purchasers, or satisfy other investor-specific standards set forth in the fund
documents.
Westwood Advisors reviews subscription materials, investor questionnaires, representations and
supporting documentation to confirm eligibility, and may use additional verification procedures
where required by the applicable offering exemption or where Westwood Advisors determines
further review is appropriate. Westwood Advisors also may restrict access to confidential materials
until required threshold representations, confidentiality undertakings or diligence steps have been
completed.
The MLP Funds are Delaware limited partnerships that rely on the Section 3(c)(7) exemption under
the Investment Company Act and are offered in private placements under Regulation D. The West
Energy Secondaries flagship funds and related co-investment vehicles are generally closed-end and
illiquid, and investors should expect capital to remain committed for the duration of the applicable
vehicle absent the limited transfer, withdrawal or redemption rights described in the governing
documents.
Item 5 - Fees and Compensation
Fees and compensation vary by vehicle and investor. Current closed-end West Energy Secondaries
flagship funds generally contemplate a 1.5% annual management fee during the investment period
and 15% carried interest payable to an affiliate after investors receive a return of contributed capital
and the applicable preferred return, subject to the specific waterfall, catch-up, claw back, and
calculation provisions in the governing documents. Certain co-investment opportunities may be
offered on reduced-fee or no-fee/no-carry terms up to related commitment levels, while amounts
invested above those levels or in stand-alone co-investment vehicles may bear different vehicle-
specific economics. The MLP Funds and other vehicles may have different management and
performance-based compensation arrangements, all of which are described in the applicable offering
documents.
In addition to management fees and carried interest, Private Funds may bear or reimburse
organizational, offering, audit, tax, administration, legal, investor reporting, data room or investor
portal, banking, transaction, custody, valuation and other operating expenses permitted by the
governing documents. Westwood Advisors historically charged primarily direct fund expenses;
beginning in 2026, certain additional categories, including specified travel, marketing and deal-
sourcing expenses, may be allocated to the funds where permitted by the applicable documents and
consistent with Westwood Advisor's expense allocation practices. Westwood Advisors or the
applicable general partner also may waive, reduce or vary fees or expense terms for certain investors
or vehicles, including by side letter. If Westwood Advisors retains Westwood Management or
another affiliate to perform services, compensation to that affiliate generally is paid from the
adviser's or fund's existing fee arrangements and will not result in a duplicative advisory fee unless
disclosed in the applicable fund documents.
Item 6 - Performance-Based Fees and Side-By-Side Management
Certain Private Funds pay Westwood Advisors or its affiliates performance-based compensation
in the form of carried interest or other incentive allocations. For current flagship closed-end
secondaries vehicles, carried interest generally becomes payable only after investors have received
their contributed capital and the applicable preferred return, and any catch-up, tax-distribution,
waiver or claw back provisions are administered in accordance with the governing documents.
Performance-based compensation creates an incentive to favor investments or outcomes that
increase such compensation, including by taking greater risk, accelerating realizations or
preferring vehicles with carried interest economics over vehicles that pay only management fees.
Westwood Advisors seeks to address these conflicts through deal-level diligence, Investment
Committee review and documentation, approval records for investment and allocation decisions,
compliance oversight of conflicts, and where applicable the consent, review or information rights
of investors, LPAC members or other governance bodies described in the fund documents. Side-
by-side management of Private Funds alongside any WHG Affiliated Advisers’ clients, affiliated
funds or co-investment vehicles also creates allocation, liquidity, governance and best execution
conflicts, particularly when the same opportunity could fit more than one vehicle. Westwood
Advisors addresses these matters using the applicable investment allocation process, review
protocols and governing document restrictions, but conflicts cannot be eliminated.
Item 7 - Types of Clients
Westwood Advisor's private fund clients and investors generally include high-net-worth individuals,
family offices, private trust clients, institutional investors, endowments, foundations, and, in certain
cases, benefit plan investors or other sophisticated investors that satisfy the standards applicable to
the relevant vehicle.
Minimum commitment or subscription amounts vary by fund, closing and investor category. For
current closed-end vehicles, typical commitments are expected to exceed $250,000, although
Westwood Advisors or the applicable general partner may accept smaller commitments in its
discretion. Certain funds seek to remain below applicable ERISA plan asset thresholds or
otherwise monitor benefit plan investor participation, and investors may be asked to provide
additional representations, updates or transfer restrictions for these purposes.
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
Westwood Advisors methods of analysis and investment strategies are summarized below.
Additional strategy-specific terms, limitations and risk factors appear in the applicable offering
documents. All investing involves risk of loss, and an investment in a Private Fund is suitable only
for investors who can bear the economic risk of a complete loss of capital and a long holding
period.
Methods of Analysis
Our private funds investment process generally begins with sourcing opportunities through
industry relationships, intermediaries, sponsors, sellers and other market participants. The
investment team prepares materials for the Private Equity Investment Committee, which currently
consists of senior investment personnel and other designated representatives and may include
legal, compliance or operations personnel as observers or reviewers. The Committee reviews
diligence materials, assumptions, structure, valuation, conflicts, and proposed allocations;
meetings are documented through memos, minutes and approval records. Westwood Advisors may
rely in part on information received from sellers, sponsors, banks, administrators and underlying
managers, particularly in secondary transactions where Westwood Advisors is one step removed
from the underlying portfolio companies.
Investment Strategies
Westwood Advisor’s principal private equity strategy currently focuses on energy-sector secondary
investments, including purchases of limited partner interests in private investment funds, direct or
indirect co-investments, preferred or other privately negotiated investments, and related transactions
pursued through flagship and co-investment vehicles. Westwood Advisors may allocate
opportunities among flagship funds, co-investment vehicles and other eligible accounts in
accordance with the applicable governing documents and its allocation processes. The MLP Funds
pursue a separate strategy and therefore have different portfolio characteristics, liquidity profiles and
risks than the closed-end secondaries vehicles.
Risk of Loss
Investments in the Private Funds involve a high degree of risk. The risks below are not exhaustive
and are supplemented by the fund-specific risk factors in the applicable offering documents.
The most significant risks associated with the Private Funds include management, key person,
structure, concentration, valuation, cybersecurity, illiquidity, capital call, leverage, regulatory,
conflict and fund-of-funds risks.
- Management / Key Person Risk - The success of the Private Funds depends substantially on
the judgment and continued services of a small number of investment professionals and
related personnel. If key personnel depart, become unavailable or fail to perform effectively,
sourcing, underwriting, monitoring and realization activities may be negatively affected.
- Structure / Conflict Risk - Investors in limited partnerships, limited liability companies and
similar pooled vehicles generally have limited control over day-to-day management.
Westwood Advisors and its affiliates may serve in multiple roles for the same vehicle,
including adviser, general partner or managing member, carried interest recipient, placement-
related affiliate, administrative service provider or affiliated custodian, which creates
conflicts of interest. Certain investors may receive different terms through side letters or
other arrangements.
Westwood Advisors, L.L.C.
Concentration Risk - The West Energy Secondaries business is concentrated in energy-
related investments and counterparties. Commodity prices, credit conditions, regulatory
developments, geopolitical events, capital markets activity and sector-specific downturns
may adversely affect portfolio companies, underlying funds, exit opportunities and
valuations.
- Valuation / Cybersecurity Risk - Many portfolio positions are illiquid and valued using
estimates, practical expedients or
information supplied by underlying managers,
administrators or other third parties. In certain cases, Westwood must apply internal fair
value judgments where underlying reporting is not prepared on a GAAP basis or where direct
investments require additional analysis. Valuation judgments may prove inaccurate and may
affect performance, fees, capital accounts, and distributions. Westwood Advisors, its funds
and their service providers also face cybersecurity, business continuity and information
security risks that could disrupt operations or expose sensitive data.
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Illiquidity / Capital Call / Leverage Risk - Interests in the closed-end Private Funds generally
are not redeemable and are not expected to have an active secondary market. Investors may
be required to fund capital calls on relatively short notice, and failure to do so can result in
interest charges, dilution, forced sale, forfeiture or other remedies under the governing
documents. To the extent a fund, an underlying fund or a portfolio company uses subscription
facilities, leverage or other financing, gains and losses may be magnified.
Fund-of-Funds / Regulatory / Additional Risks - To the extent a Private Fund invests through
underlying funds or other pooled vehicles, investors bear a layered fee structure and are exposed
to the decisions, reporting practices and operational risks of underlying managers over which
Westwood has limited control. Changes in law, tax rules, regulatory requirements, custody or audit
standards, or the economics of private markets may adversely affect a fund. Additional risks,
including risks associated with LPAC governance, direct investments, transfer restrictions, tax
matters and fund wind-downs, are described in the applicable offering documents.
Item 9 - Disciplinary Information
Not applicable.
Item 10 - Other Financial Industry Activities and Affiliations
Westwood Advisors is affiliated with Westwood Management, and Salient Advisors, each an SEC-
registered investment adviser, with Westwood Trust, a Texas-chartered trust company, and with
Salient Capital, an affiliated broker-dealer. These affiliations are material because private fund
investors may receive services from more than one affiliated adviser, which may receive
compensation from or in connection with the Private Funds.
For the MLP Funds, WHG PF Holdco, LLC serves as general partner, and Westwood Advisors has
delegated certain portfolio management responsibilities to Westwood Management under sub-
advisory arrangements. For the West Energy Secondaries flagship funds, co-investment vehicles
and other affiliated private funds, an affiliate of Westwood Advisors generally serves as the
applicable general partner or managing member and another affiliate may hold carried interest or
similar sponsor economics, as described in the governing documents for the applicable vehicle.
Westwood Management also provides services to other affiliated advisers products, including certain
Westwood Trust commingled funds. Westwood Trust may provide custody or other fiduciary or
administrative services to certain Private Funds or investors, and many affiliated persons perform
services for more than one affiliate. These overlapping relationships create incentives to favor
affiliated products or service providers over unaffiliated alternatives.
Certain WHG’s affiliated persons perform functions across multiple affiliates. These employees may
be involved in advisory, trust, operational, accounting, investor relations or administrative activities
relating to the Private Funds and other client accounts, which can create allocation of time,
compensation and information-sharing conflicts.
Westwood Advisors and its affiliates also may provide administrative or support services to the
Private Funds, including investor relations, reporting coordination, capital call or distribution
oversight, operational support, valuation oversight, or coordination with fund administrators,
auditors, tax preparers, custodians and other service providers. Third-party administrators
currently perform important accounting, investor servicing and reporting functions, and certain
affiliated persons reviews or approves their work product before investor distribution.
Salient Capital acts or may act as placement agent for certain private funds sponsored or advised by
Westwood Advisors or its affiliates, including placement activity relating to the MLP Funds and
potentially other private funds or co-investment vehicles. Placement-related compensation generally
is paid to the broker-dealer pursuant to the applicable placement agreement and may be based on
capital raised or other agreed terms.
Westwood Advisors does not use Salient Capital to execute portfolio trades for client accounts
merely because of the affiliation. However, certain affiliated persons are licensed representatives of
Salient Capital and, in that separate capacity, may participate in the marketing or sale of private fund
interests for which Salient Capital receives compensation. This creates a conflict because
recommendations or capital-raising activities may benefit an affiliate.
Certain members of Westwood's energy investment team may participate in compensation
arrangements that reflect revenues generated from private fund activities, including management
fees, carried interest, placement-related compensation or other revenues received by Westwood
Advisors or its affiliates. These arrangements create incentives to favor investments, structures or
vehicles that generate greater compensation.
Westwood Advisors and its affiliates also may sponsor or manage affiliated funds that pursue
similar or overlapping opportunities, may participate on advisory boards or LPACs of underlying
investments, may have commercial relationships with portfolio companies, and may maintain
affiliated custody or service relationships. Westwood Advisors addresses these conflicts through
disclosure, Investment Committee review, governing document restrictions, compliance oversight,
and where applicable approvals, consents or information rights of investors or LPAC members;
however, conflicts cannot be eliminated.
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Code of Ethics
Westwood Advisors has adopted a Code of Ethics (the "Code") applicable to WHG and its
subsidiaries, including its affiliated advisers, pursuant to SEC Rule 204A-1. The Code applies to
all officers, directors and employees ("Affiliated Persons") of WHG and its subsidiaries and is
administered on a group-wide basis.
The Code addresses personal trading, outside business activities, political contributions, gifts and
entertainment, confidentiality, material non-public information and conflicts of interest. The Code
is administered on a group-wide basis by Westwood's Legal and Compliance department.
The Code generally requires Affiliated Persons to pre-clear personal securities transactions, subject
to limited exceptions such as certain automatic plans, transactions over which the Affiliated Person
has no control, and shares of unaffiliated registered open-end funds. Affiliated Persons also are
subject to reporting, certification and account monitoring requirements.
In addition to the Code's restrictions on personal securities trading, outside business activities and
political contributions require pre-clearance or approval, and the Code is intended to restrict
Affiliated Persons from trading in securities held in Westwood or its affiliates’ strategies or
otherwise misusing knowledge of client holdings, pending transactions or material non-public
information.
The firm's CCO and other designated compliance personnel review pre-clearance requests,
employee certifications and available transaction data, and may delegate certain monitoring
functions within the Legal and Compliance department. The Compliance department periodically
tests and enhances these processes, including processes applicable to private fund holdings and
Affiliated Persons attestations.
Affiliated Persons may invest in affiliated Private Funds alongside outside investors, subject to
the Code, applicable pre-clearance, approval and reporting requirements, and any additional
conditions Westwood Advisors may impose. Westwood Advisors generally expects such
investments to be made on the terms established for the relevant vehicle, although sponsor
entities, carried interest entities, waived-fee arrangements or other affiliate economics described
in the governing documents may apply to certain affiliated persons or entities.
Affiliated person co-investment creates conflicts because an affiliated person's financial interest in
a fund may influence, or appear to influence, investment decisions, capital call timing,
distributions, valuations or other fund actions. Westwood Advisors addresses these conflicts
through pre-clearance, disclosure, supervisory review, restrictions on personal investments in
underlying portfolio holdings where appropriate, and ongoing compliance monitoring.
Westwood Advisors also maintains policies designed to prevent the misuse of material non-public
information, including information received through diligence on private transactions, service on
advisory boards or LPACs, relationships with portfolio companies, and interactions with
placement agents, sellers, banks and other market participants.
Westwood Advisors may prohibit or condition personal investments in portfolio companies,
underlying private funds or other investments being considered for, or held by, the Private Funds
or other client accounts. In particular, Westwood Advisors has objected to personal investments by
personnel in holdings being acquired for client private funds where such investments would
conflict with the firm's duties to clients.
Westwood Advisors does not invest client funds in the securities of its parent company, WHG,
solely by reason of the affiliation.
Upon request, Westwood will provide a copy of its Code to any current or prospective client or
investor.
Direct Investment in Portfolio Companies
WHG,its affiliates or Affiliated Persons may hold direct or indirect interests in companies, funds
or other investments in which a Private Fund also invests, and WHG or its affiliates may have
commercial relationships with those issuers or managers. These relationships create a conflict
because Westwood Advisors may have an incentive to favor the interests of WHG or another
affiliate over the interests of a Private Fund. Westwood Advisors seeks to address these matters
through disclosure, deal review, Investment Committee processes, outside activity approvals,
information handling protocols, recusal where appropriate, and any LPAC or investor approval
rights applicable under the governing documents.
Westwood Advisors, Westwood Trust and Affiliated Clients
To the extent a client of Westwood Advisors, Westwood Trust or another affiliated adviser is
presented with an investment in a Private Fund through Westwood Advisors or an affiliated
person, the client should review the fund documents carefully and should understand that a Private
Fund investment differs materially from a traditional separate account or trust relationship.
Capital committed to a Private Fund will be used in part to pay management fees,
●
carried interest, placement-related compensation, organizational or operating expenses,
and other costs payable to Westwood Advisors or its affiliates or third-party service
providers. These fees and expenses may be higher than the fees paid for other advisory
relationships and generally cannot be terminated at the investor's option during the term of
the fund.
● A Private Fund's term may extend for many years, redemptions or transfers may be
restricted or unavailable, and investors may be required to fund additional capital when
called. An investment therefore may be illiquid for an extended period and may expose the
investor to layered fees, portfolio concentration and valuation uncertainty.
● To the extent a client of Westwood Advisors, Westwood Trust or another affiliated adviser
is presented with an investment in a Private Fund through Westwood Advisors or an
affiliated person, the client should review the fund documents carefully and should
understand that a Private Fund investment differs materially from a traditional separate
account or trust relationship.
● Westwood Advisors, L.L.C.
Investors also should understand that Westwood Advisors may exercise governance,
consent, voting or information rights on behalf of a Private Fund and that those rights may
be affected by conflicts involving Westwood Advisors, its affiliates, other clients or
underlying managers.
● Related Parties may provide advice or services to other funds or accounts that differ from
the advice or services provided to a Private Fund, and Westwood Advisors may have
greater financial interests in some accounts or vehicles than in others. As a result, conflicts
may arise in allocating opportunities, time, governance attention or service-provider
relationships among Private Funds and other accounts.
● Unlike a separate account with Westwood Advisors or any WHG’s affiliates, an investment
in a Private Fund ordinarily cannot be terminated at will and an investor normally cannot
withdraw its capital except as provided in the governing documents. Investors therefore
should invest only capital they can afford to lock up for the life of the vehicle.
Item 12 - Brokerage Practices
Traditional brokerage is often not a material component of the Private Funds' activities because
many investments are acquired through privately negotiated secondary transactions, direct co-
investments, private company securities, subscription facilities or other non-exchange-traded
arrangements. When a Private Fund uses a broker, intermediary, dealer, bank or other transaction
facilitator, Westwood Advisors seeks overall terms it believes are most favorable under the
circumstances, taking into account the facts relevant to the particular transaction.
•
Relevant considerations may include execution capability, access to the investment or
seller, confidentiality protections, and the ability to facilitate diligence or closing.
•
Westwood Advisors also considers the likelihood and timing of execution, including
whether the intermediary can support a competitive or negotiated process.
•
Availability and usefulness of information, market color, structuring assistance or diligence
support may also be considered, although Westwood does not seek to receive soft dollar
benefits in connection with private fund transactions.
•
Overall quality of services, responsiveness, operational support and experience with
similar transactions are additional considerations.
•
Westwood Advisors evaluates economic terms, including price, fees, spreads, expenses and
other transaction costs, in light of the overall opportunity.
•
Westwood Advisors may consider reputation, financial strength, stability, conflicts,
regulatory history and any existing relationship with Westwood Advisors, its affiliates or
other clients.
•
Salient Capital, LP is not used to execute portfolio trades for the Private Funds merely
because it is affiliated with Westwood Advisors, although affiliated placement activity may
occur in connection with capital raising for certain funds and is disclosed elsewhere in this
brochure.
Item 13 - Review of Accounts
Westwood Advisors' Private Funds Investment Committee generally reviews each Private Fund on
at least a quarterly basis, and certain investments, events or more liquid strategies may be reviewed
more frequently. Review activities may include monitoring portfolio exposures, underlying
manager reporting, capital activity, liquidity needs, financing arrangements, valuations,
compliance matters, conflicts, and developments affecting exits or realizations.
Westwood Advisors also coordinates with fund administrators, auditors, tax preparers, custodians
and other service providers, and reviews or approves investor communications before distribution.
Private Funds typically provide investors with quarterly reporting that may include performance
and portfolio commentary, key drivers of results, capital account statements and unaudited
financial information, followed by annual audited financial statements. Current quarterly reports
are drafted internally and reviewed by legal and compliance before posting to the investor portal
or data room alongside administrator-prepared materials.
Review and reporting practices differ by vehicle. Closed-end secondaries and co-investment
vehicles may focus on capital deployment, valuations, realizations, LP governance rights and
capital account activity, while the MLP Funds may involve more frequent monitoring because of
their strategy and liquidity profile. Additional reporting rights and standards are set forth in the
applicable fund documents.
Item 14 - Client Referrals and Other Compensation
Salient Capital or other placement agents may receive compensation in connection with the
solicitation of investors for certain Private Funds, including the MLP Funds and, where applicable,
other current or future private funds or co-investment vehicles. Such compensation generally is
paid pursuant to the applicable placement agreement, may be based on capital raised or other
agreed terms, and creates a conflict because affiliated or third-party solicitors have an incentive to
recommend investments that generate compensation. Westwood Advisors addresses these
arrangements through disclosure, use of the affiliated broker-dealer or other permitted placement
agent, legal and compliance review, and the restrictions contained in the applicable fund
documents and offering materials.
Item 15 - Custody
Westwood Advisors and/or its affiliates are deemed to have custody of Private Fund assets because
Westwood Advisors or an affiliate generally serves as investment adviser, general partner or
managing member of a Private Fund and may have authority with respect to the funds' assets.
Private Fund investors generally will not receive separate account statements directly from a
qualified custodian. Instead, each Private Fund is expected to undergo an annual audit by an
independent public accountant registered with, and subject to regular inspection by, the PCAOB,
and audited financial statements are distributed to investors in accordance with applicable law. For
most funds, this generally means within 120 days after fiscal year-end, although certain fund-of-
funds or similar vehicles may rely on the 180-day period where permitted.
Certain Private Funds may retain Westwood Trust, an affiliate of Westwood Advisors, to maintain
custody accounts or provide related custody services, while other vehicles may use unaffiliated
custodians or other holding arrangements appropriate to the asset type. The use of an affiliated
custodian creates a conflict of interest because an affiliate receives fees or other benefits from the
relationship.
Westwood Advisors seeks to address custody-related conflicts through disclosure, the annual audit
process, service-provider oversight, and internal review of investor reporting and audit timing.
Investors and their advisers should carefully review audited financial statements, capital account
statements and other materials distributed by or on behalf of the Private Funds and promptly raise
any discrepancies with Westwood.
Item 16 - Investment Discretion
As described in the applicable fund documents, Westwood Advisors generally has broad discretion
to manage Private Fund assets, including authority to source opportunities, select investments,
determine transaction timing and sizing, negotiate and execute documentation, call capital, make
follow-on investments, arrange or repay permitted financing, exercise governance rights, value
holdings in accordance with the applicable procedures, and dispose of investments. This discretion
is subject to the applicable governing documents, internal approval processes, and any investor,
LPAC or other consent rights required for specific actions.
Item 17 - Voting Client Securities
Westwood Advisors general proxy voting policies for traditional securities accounts do not fully
describe the governance activity undertaken for the Private Funds. Because many Private Fund
investments are privately negotiated or held through underlying funds or portfolio companies, the
more relevant governance rights often involve consents, waivers, amendments, extensions,
removals, LP votes, advisory board participation, LPAC matters, and similar private governance
actions rather than public-company proxies.
Where the applicable fund documents authorize Westwood Advisors to act on behalf of a Private
Fund, Westwood Advisors may exercise those governance rights in the manner it believes is in the
best interests of the relevant fund and its investors, taking into account the nature of the investment,
the terms of the governing documents, and the potential conflicts involved. Governance decisions
may be made by the responsible investment professionals, the Investment Committee, or other
authorized personnel depending on the matter.
Investment personnel or Affiliated Persons may from time to time serve on advisory boards or
LPACs of underlying investments or otherwise receive non-public information in connection with
such governance roles. These activities create conflicts and information-handling issues that
Westwood Advisors seeks to manage through its Code, outside activity approvals, disclosure,
information controls, recusal where appropriate, and any LPAC or investor approval rights
contained in the governing documents.
Item 18 - Financial Information
Westwood Advisors does not currently require or solicit prepayment of advisory fees of more than
$1,200 per client six months or more in advance in a manner that Westwood believes triggers
additional Item 18 financial statement disclosure obligations. Capital commitments, capital calls
and fee billing mechanics under private fund governing documents are investment obligations of
the applicable vehicles and investors, not traditional separate-account fee prepayments. Westwood
is not aware of any financial condition that is reasonably likely to impair its ability to meet
contractual commitments to clients or investors under this brochure.