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ITEM 1 COVER PAGE Waterstone Advisors, LLC Firm Brochure (Form ADV Part 2A) 10 Brook Street Walpole, MA 02081 978-828-2188 [email protected] March 18, 2014 This brochure provides information about the qualifications and business practices of Waterstone Advisors LLC (“Waterstone”). If you have any questions about the contents of this brochure, please contact V. Henry Astarjian at 978-828- 2188 or by email at [email protected] . 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. Registration with securities authorities does not imply a certain level of skill or training.

Waterstone Advisors, LLC · Waterstone Advisors, LLC Page 2 ITEM 2 – MATERIAL CHANGES The Firm has not made any material changes since the filing of its last ADV Part 2 of February

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ITEM 1 – COVER PAGE

Waterstone Advisors, LLC

Firm Brochure (Form ADV Part 2A)

10 Brook Street

Walpole, MA 02081 978-828-2188

[email protected]

March 18, 2014

This brochure provides information about the qualifications and business practices of Waterstone Advisors LLC (“Waterstone”). If you have any questions about the contents of this brochure, please contact V. Henry Astarjian at 978-828-2188 or by email at [email protected]. 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. Registration with securities authorities does not imply a certain level of skill or training.

Waterstone Advisors, LLC Page 2

ITEM 2 – MATERIAL CHANGES

The Firm has not made any material changes since the filing of its last ADV Part 2 of February

28, 2013. The Firm will review and update its brochure annually, or more frequently, if there is

a material change, in order to keep it current. This brochure may be requested by calling V.

Henry Astarjian at 978-828-2188 or by email, [email protected].

Waterstone Advisors, LLC Page 3

ITEM 3 – TABLE OF CONTENTS

Item 1 – Cover Page (p. 1)

Item 2 – Material Changes (p. 2)

Item 3 – Table of Contents (p. 3)

Item 4 – Advisory Business (p. 4)

Item 5 – Fees and Compensation (p. 5)

Item 6 – Performance-Based Fees and Side-by-Side Management (p. 6)

Item 7 – Types of Clients (p. 6)

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss (p. 6)

Item 9 – Disciplinary Information (p. 8)

Item 10 – Other Financial Industry Activities and Affiliations (p. 8)

Item 11 – Code of Ethics, Participation or Interest in Client Transactions and

Personal Trading (p. 8)

Item 12 – Brokerage Practices (p. 9)

Item 13 – Review of Accounts (p. 10)

Item 14 – Client Referrals and Other Compensation (p. 10)

Item 15 – Custody (p. 10)

Item 16 – Investment Discretion (p. 11)

Item 17 – Voting Client Securities (p. 11)

Item 18 – Financial Information (p. 11)

Item 19 – Requirements for State-Registered Advisers (p. 11)

Brochure Supplement Cover Page (p. 12)

Supplement Item 2 – Educational Background and Business Experience (p. 13)

Waterstone Advisors, LLC Page 4

ITEM 4 – ADVISORY BUSINESS

Waterstone Advisors, LLC (“Waterstone”, “We”, “Our”, “Us”) was formed by V. Henry Astarjian,

to offer investment management services to individuals, families, and businesses. In addition,

Waterstone offers investment research and portfolio consulting services. The firm became a

Massachusetts registered investment advisor in 2012. V. Henry Astarjian is currently the

company’s sole managing member and employee.

Our objective is to grow the value of your account (“portfolio”) over time in accordance with

your investment goals. When you engage us to be your investment advisor, we will meet with

you to formulate an investment plan that will act as our guide in making investment decisions

for your portfolio.

This investment plan, also known as an investment policy statement (IPS), will take into

consideration your particular needs and goals and will be mindful of the appropriate level of

risk for your portfolio. We will review and update your investment policy statement with you at

least once a year, or more frequently if needed, to adjust for changes in your tax status, life

circumstances, or investment objectives.

We manage portfolios on a discretionary basis. This means that after we have agreed on an

investment strategy that is suitable for you, we will buy or sell securities without asking your

approval for each trade, prior to, or at the time it takes place. Such an arrangement allows us

to act in a timely manner in making investment decisions that comply with your IPS.

Waterstone will not assign your account to other parties without your consent.

You may make additions to, or request withdrawals from your investment account at any time

during normal business hours, and you may terminate your relationship with Waterstone

Advisors LLC for any reason at any time.

Waterstone Advisors, LLC Page 5

ITEM 5 – FEES AND COMPENSATION

Our portfolio management fees are based on a percentage of assets managed and our fee

structure offers tiered discounts for progressively larger accounts.

Our fee schedule for portfolio management is:

1.25% of the value of the account, up to the first $1,000,000, plus

1.00% of the value of the account, from $1,000,001 to $2,000,000, plus

0.75% of the value of the account, from $2,000,001 to $3,000,000, plus

0.50% of the value of the account over $3,000,001.

The following is an example of an annual fee calculation for an account with an average

balance of $5,000,000:

1.25% of the first $1,000,000 = $12,500.00

1.00% of the next $ 999,999 = $ 9,999.99

0.75% of the next $ 999,999 = $ 7,499.99

0.50% of the next $1,999,999 = $10,000.00

Total Fee $39,999.98

The overall effective annual fee rate is 0.80% in this example.

Our fees are negotiable for related accounts, large accounts, or for accounts which anticipate

substantially increased asset inflows.

Our management fees are based on the market value of your account at the end of each

calendar quarter and are debited directly from your account by your custodian on our behalf

quarterly, in arrears. We do not require advance payment for any of our services. All fees and

authorizations are agreed upon in advance and are detailed in our engagement letter with you.

Our investment management fees exclude, and are in addition to, commissions paid to brokers

from your account. Exchange-traded funds and mutual funds also carry fees that are exclusive

of and are in addition to our fees.

You have the option to purchase investment products or services through brokers other than

the ones we use or recommend.

Our minimum account size requirement for our portfolio management service is $200,000. We

Waterstone Advisors, LLC Page 6

may waive this requirement at our sole discretion, particularly if we anticipate future inflows of

assets, or if we manage related accounts.

If you wish to engage us only for investment research on individual stocks, mutual funds,

exchange traded funds (ETFs), or other investment vehicles or topics, we charge a fee of $250

per hour with a one hour minimum charge.

If you wish to engage us only for consulting services related to your current or future portfolio,

we charge a fee of $250 per hour with a one hour minimum charge.

We do not currently participate in any wrap fee programs.

ITEM 6 – PERFORMANCE-BASED FEES AND SIDE BY SIDE MANAGEMENT

Waterstone does not charge performance-based fees for any of its services and does not

manage any accounts that charge such fees. Performance-based fees are those that are

charged on a percentage of capital appreciation or capital gains.

ITEM 7 – TYPES OF CLIENTS

Waterstone provides portfolio management, investment research, and portfolio consulting

services to individuals, families, and businesses. Clients can engage us to manage either all or a

portion of their investment assets on a discretionary basis. We do not manage non-

discretionary accounts.

ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Methods of Analysis Waterstone’s proprietary research process is based on fundamental analysis that focuses on a

company’s long-term prospects for growth and profitability. We believe that share prices are

driven over time by earnings expectations that, in turn, are shaped by company-specific factors

and influenced by economic, political, legislative, and industry trends. Our research objective is

to understand relevant factors on multiple levels and to help our clients benefit from them.

There may be times when we may not achieve this objective.

Waterstone Advisors, LLC Page 7

In selecting individual stocks, we favor companies that are leaders in their industries, are run by

capable management teams, have clear-cut growth strategies, promising prospects for

increased profitability, strong or improving balance sheets, and competitive advantages that

allow for pricing power.

We pay particular attention to share valuations as a barometer of investors’ interest in a

company and of their expectations for the company’s future prospects. We select stocks that

we believe are valued sensibly relative to their companies’ fundamental prospects. We favor

dividend paying stocks.

We do not have a market capitalization or industry bias in our selections, but seek the most

attractive investment opportunities which our research process identifies.

We utilize numerous sources of information which act as the raw materials for our investment

decisions. These sources include, but are not limited to, corporate regulatory filings, press

releases, earnings conference calls, industry conferences, news articles, proprietary screens,

and online financial news and data sites. While we make every reasonable effort to verify the

reliability of the data we use in our fundamental analyses, we cannot guarantee the accuracy of

such data in all cases.

We draw our investment ideas from a wide range of U.S.-listed stocks, mutual funds, exchange-

traded funds (ETFs), American Depository Receipts (ADRs), and cash instruments.

Investment Strategies Waterstone generally manages portfolios of up to 50 investment positions which may include

stocks, bonds, mutual funds, and exchange-traded funds (ETFs). We believe that this range of

investment positions is generally sufficient to achieve our clients’ investment objectives while

simultaneously reducing company-specific or issuer-specific risk in their portfolios. This number

of positions, however, may not completely eliminate broad market (systematic) risk.

Our research process is designed to identify attractive stocks and investments without regard

to sector classification. Therefore, at times we may overweight or underweight certain sectors

of the economy depending on the outcome of our research. Such an approach may outperform

or underperform the S&P 500 or other broad market indices during certain time periods. Such

an approach may also increase sector-specific or industry-specific risk.

Waterstone Advisors, LLC Page 8

We deploy cash methodically and with regard to market conditions rather than solely on its

availability in our clients’ accounts. Therefore, there may be times when cash levels are high as

we anticipate future investment opportunities or as we protect portfolios from an expected

decline in asset values. We regard this approach as part of our asset allocation responsibilities

for our clients’ portfolios.

Waterstone does not participate in IPOs, initial public offerings, of securities.

Risk of Loss Our investment process places considerable emphasis on risk management as we work to meet

your objectives.

To mitigate risk, we conduct in-depth research and analysis on each security; monitor and

manage portfolios on an ongoing basis; maintain small position sizes; pay significant attention

to valuations; hedge portfolios with index ETFs, if necessary; maintain appropriate cash levels;

buy securities which are liquid under normal market conditions; and generally maintain

upwards of 50 securities to offer what we believe is sufficient diversification against company-

specific or issuer-specific risks.

While we employ a variety of risk reduction measures, investing in securities carries a risk of

loss which you should be prepared to bear. The value of your account can decrease.

ITEM 9 – DISCIPLINARY INFORMATION

Neither Waterstone Advisors LLC, nor its principal, has been the subject of legal or disciplinary

action by the Commonwealth of Massachusetts or any other governing body.

ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS

Waterstone Advisors LLC does not engage in any additional financial industry activities beyond

those discussed in this Firm Brochure.

Waterstone Advisors, LLC Page 9

ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING

We have adopted a Code of Ethics which is designed to ensure that we maintain ethical

practices at all times, with paramount emphasis on our fiduciary duties to you, our client. Each

principal and employee of Waterstone Advisors LLC is required to annually review and sign the

Code of Ethics affirming that they understand and agree to its provisions. You may obtain a

copy of our Code of Ethics by contacting V. Henry Astarjian at 978-828-2188 or

[email protected].

At times, Waterstone Advisors, its principals or its employees may buy or sell in the open

market, for their own accounts, the same investments that we place in your portfolio. Our

Code of Ethics ensures that the interests of our clients are placed ahead of our own interests

when making such transactions.

All personal trading is subject to the provisions of our Code of Ethics and is monitored by V.

Henry Astarjian.

As part of our focus on ethical practices, we are committed to maintaining the confidentiality of

the personal information you have entrusted to us. We use such information to determine the

suitability of certain investments for you and to help us to formulate an investment plan and

objectives for your account. We do not sell or otherwise share your personal and confidential

information with third party marketers. With your permission, we may disclose limited

amounts of your information to your attorneys, financial planners, accountants, or brokerage

firms when your objectives require it, or when it is required by law. We maintain a secure office

where your information is kept, and we utilize electronic firewall and password protected

brokerage links.

ITEM 12 – BROKERAGE PRACTICES

Waterstone Advisors does not maintain custody of the assets in your account. Clients are

encouraged to open investment accounts at our preferred broker-dealer, Scottrade Advisor

Services (“Scottrade”). Scottrade provides institutional level trading services for independent

investment advisors and is a qualified custodian, able to maintain custody of your investment

assets.

If you wish to keep your current brokerage and custodial relationship, we will endeavor to work

with your current broker-dealer and custodian to manage your account. However, we cannot

Waterstone Advisors, LLC Page 10

guarantee that we will be able to do so, or that you will receive better pricing or lower fees

than might be available to our other clients who use Scottrade Advisor Services.

Waterstone does not engage in “soft dollar” arrangements by which we receive research, goods

or other services from Scottrade or any other broker-dealer.

ITEM 13 – REVIEW OF ACCOUNTS

We review and monitor your portfolio on an ongoing basis to ensure that it conforms to your

investment plan and meets your investment goals.

We recommend that we meet personally with you at least once each year to review and update

your investment goals and to discuss your portfolio.

If you choose to open an account with Scottrade Advisor Services, they will send an account

statement to you each month or each quarter, depending on the level of activity in your

account. Whether you choose to custody with Scottrade or with another custodian, we suggest

that you carefully review each of your brokerage statements as you receive them and direct any

questions you may have to us.

ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION

Waterstone Advisors LLC does not have any compensation arrangements beyond the ones

which have been previously detailed in this Firm Brochure.

We do not receive compensation for referring you to other service providers such as lawyers,

accountants, and insurance agents. While we welcome all client referrals to us, and our

practice relies on word-of-mouth introductions, we do not pay compensation to any third

parties for their referrals.

ITEM 15 – CUSTODY

Waterstone Advisors does not maintain custody of the assets in your account. We currently

use our preferred qualified broker-dealer and custodian Scottrade Advisor Services to custody

our clients’ investment assets. Some clients may choose to have their own custodians. We will

endeavor to work with your custodian to manage your account. Scottrade will send account

Waterstone Advisors, LLC Page 11

statements to you monthly or quarterly, depending on the level of activity in your account.

As part of our attempt to maintain the integrity and transparency of your account, we

recommend that you review your statements thoroughly and direct any questions that you may

have to us.

ITEM 16 – INVESTMENT DISCRETION

Waterstone Advisors LLC accepts only discretionary accounts.

After we agree to an investment policy statement with you for your portfolio, our normal

practice is to transact purchases and sales in your portfolio without further prior approval from

you.

Our discretion over your portfolio extends to the type of securities and specific names to be

transacted, as well as their quantities and the general timing of those transactions.

ITEM 17 – VOTING CLIENT SECURITIES

Waterstone Advisors LLC does not request proxy voting authority from its clients for securities

held in their portfolios. Clients retain that responsibility and will receive proxies directly from

their custodian. Clients may contact us with questions they may have about voting, although

we cannot be considered to have voting authority as a result of the clarifications we may

provide to them for their questions.

ITEM 18 – FINANCIAL INFORMATION

Waterstone Advisors LLC has no financial commitments that impair our ability to meet our

contractual and fiduciary commitments to you or other clients. We have not been the subject

of bankruptcy proceedings.

ITEM 19 – REQUIREMENT FOR STATE-REGISTERED ADVISERS

Waterstone Advisors LLC is a Massachusetts registered investment advisor. Please see the

Brochure Supplement for further details about its Managing Director.

Waterstone Advisors, LLC Page 12

ITEM 1 – COVER PAGE

Waterstone Advisors, LLC

Firm Brochure (Form ADV Part 2B)

Supplement

10 Brook Street

Walpole, MA 02081 978-828-2188

[email protected]

March 18, 2014

This brochure supplement provides information about V. Henry Astarjian that supplements the Brochure for Waterstone Advisors, LLC (“Waterstone”). You should have received a copy of that brochure. Please direct your questions to V. Henry Astarjian at 978-828-2188 or by email at [email protected]. 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. Registration with securities authorities does not imply a certain level of skill or training.

Waterstone Advisors, LLC Page 13

ITEM 2 – EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE

V. Henry Astarjian is the Managing Director of Waterstone Advisors, LLC. Prior to founding

Waterstone Advisors, Mr. Astarjian held a number of securities analyst and portfolio

management roles at several companies including Fidelity Investments, Gannett Welsh &

Kotler, MFM International, Detwiler Mitchell Fenton and Graves, American International Group,

the New York Stock Exchange, and most recently, Choate Investment Advisors.

While at Choate, Mr. Astarjian managed diversified portfolios for a number of Choate’s clients

while contributing equity recommendations to Choate’s model portfolio. Before Choate, he

was a medical device analyst at Detwiler Mitchell Fenton and Graves, and prior to that, a senior

analyst at MFM International, a major U.K.-based fund manager. At MFM he headed a team of

U.S. equity analysts and contributed investment recommendations to the firm’s portfolio

managers in London, Dublin, and Boston. At Gannett, Welsh & Kotler, Mr. Astarjian was

responsible for contributing recommendations on healthcare stocks for two of the Boston-

based firm’s equity strategies. As a healthcare sector analyst at Fidelity, he followed and

analyzed high level developments in the healthcare field related to economic, legislative, and

sector-specific trends.

Mr. Astarjian started his investment career in 1986 as a research associate for the Options and

Index Products Division of the New York Stock Exchange, where he worked with senior

managers at the Exchange to help design derivative products intended for both institutional

and retail markets. He subsequently joined American International Group’s Overseas Finance

division as a European equity analyst where he also co-managed equity and derivatives

portfolios. During his investment career, he has had extensive experience helping to manage

diversified portfolios over many market cycles for a wide range of clients including individuals,

families and institutions.

Mr. Astarjian was born in 1958. He holds a bachelor’s degree in philosophy from Boston

College and an M.B.A. in finance from Pace University in New York.