Types of Services and Fee Schedules
VFM is a wholly-owned subsidiary of Valley National Bank (“Valley Bank”), a national banking
association. Valley Bank is a wholly-owned subsidiary of Valley National Bancorp, a company
whose shares are traded on the NASDAQ. Banking products and services are provided through
Valley Bank. Brokerage products and services, including the investment advisory business, are
provided by VFM. VFM has a clearing arrangement with Pershing LLC for its brokerage and
advisory businesses.
This Brochure describes and discloses the services, fees, potential conflicts of interest, and
other necessary information clients should consider before becoming a VFM client in one or
more of its investment advisory programs covered in this Brochure.
VFM offers the following discretionary programs: (1) VFM Strategic Portfolios (VSP);
(2) Separately Managed Accounts (SMA); and (3) Unified Managed Accounts (UMA). VFM also
offers two non-discretionary programs, VFM Client Advisor (VCA) and VFM Excess Liquidity
Advisor (VELA). Depending on the program, clients can select various portfolio managers,
mutual funds, exchange-traded products, and individual securities, based on strategies from
capital preservation to aggressive growth.
The discretionary and non-discretionary programs (collectively, the “Programs”) are provided to
clients in a “wrap fee” arrangement. A wrap fee arrangement is one in which a single fee is
charged based on the market value of assets in the client’s account, rather than on the
transactions in the account as in a commission (“Brokerage”) account. The wrap fee covers
investment advice provided by VFM and other portfolio managers, the execution of the client’s
transactions, account servicing, and performance reporting, in addition to other standard
services.
VSP, SMA, and UMA Programs are discretionary programs where a client appoints VFM or one
or more other parties to make investment decisions with respect to the assets in the client’s
account. VCA and VELA are non-discretionary programs, where the client’s investment adviser
representative (“IAR”) makes recommendations to the client, who then approves or disapproves
them. To assist VFM with VSP, SMA, UMA, and VCA, VFM uses Envestnet Asset Management,
Inc. (“Envestnet”), which provides, among other things, overlay portfolio management services,
tax overlay management services, research information on hundreds of different portfolio
managers, reporting services, and technological and online services to assist VFM in managing
portfolios. In the future, VFM anticipates that the advisory services of one of its investment
adviser affiliates, Hallmark Capital Management, Inc. (“HCM”), will be offered through
Envestnet’s platform and, therefore, available to VFM’s clients. If HCM is offered to such
clients, VFM will have a conflict of interest arising from its incentive to recommend clients invest
with an affiliate over third-party managers. Please refer to the Envestnet Asset Management,
Inc. Form ADV Part 2A as provided to clients for additional information.
VFM and its IARs do not have discretionary authority to manage securities accounts that
comprise the Programs, except for VSP. VSP is a firm discretion advisory program that uses
risk-adjusted and objective-based models comprised of exchanged traded funds (“ETFs”) and
mutual funds. The VFM Investment Committee is responsible for setting strategic and tactical
asset allocations to guide the Programs. The VFM Investment Committee includes VFM
investment professionals with different areas of expertise in asset allocation and specific asset
classes. The VFM Investment Committee meets on scheduled monthly dates and on an ad hoc
basis, as necessary. The VFM Investment Committee also produces client letters and market
commentary on both a scheduled and ad hoc basis.
In the advisory relationship between the client and VFM, a client will typically work with an IAR
to determine the client’s overall investment situation, needs, goals, risk tolerance, and time
horizon for the assets being invested. To assist in identifying these factors, the client completes
an Investment Profile Questionnaire and provides investment profile information on the VFM
new account application (collectively referred to as the “Questionnaire”). An IAR will use the
information provided by the client, among other considerations, to assist the client in selecting
the appropriate Program(s) and subsequent investment strategy. If the client wishes to proceed
with the Program(s), the client will execute an advisory agreement that contains specific terms
applicable to the Program(s) selected, advisory services to be offered, fees payable by the
client, and other terms applicable to the client’s advisory relationship with VFM. Not all
Programs discussed in this Brochure may be appropriate for a client.
Each Program is designed to meet differing investment needs of clients. The Programs offered
have different levels of services, administration, structure, fees and expenses. The particular
investment advisory services that VFM provides in connection with each Program are described
in detail below. Please review this Brochure carefully and in its entirety.
VFM Strategic Portfolios (VSP)
The VSP Program offers clients discretionary investment management based on proprietary
strategic asset allocation models developed by VFM’s Investment Committee. The models vary
in exposure to different asset classes (such as equities, fixed income and alternative
investments), as well as different styles within asset classes, paired together to achieve
diversification that seeks to meet a variety of investment objectives. The models use mutual
funds and/or ETFs – which must have at least three years of investment history and assets
under management of at least $100 million – to gain these exposures. In limited circumstances,
a fund may have less than three years of investment history in which case a fund with similar
characteristics will be evaluated in its place, and the fund with less than three years investment
history will be added to the VSP platform based on the record of the proxy’s investment history.
VFM’s Investment Committee uses both qualitative and quantitative measures in selecting these
mutual funds and ETFs.
With the professional advice and guidance of an IAR, the client will select one of the models
based on the information provided by the client. VFM has engaged Envestnet to provide
investment model management services. The IAR will provide the client with an investment
proposal or strategy that identifies the portfolio model recommended and details the underlying
mutual funds and/or ETFs as well as the overall asset and style allocation of the model. VFM’s
Investment Committee will monitor each strategy to ensure adherence to the original investment
selection requirements and for performance, among other things.
Because the VSP Program models are discretionary, VFM constructs the model portfolios and
will from time to time, and without notice or approval from the client, adjust the asset allocations
of the models. VFM also determines the mutual funds and/or ETFs that comprise the models
and in its sole discretion will from time to time adjust the percentages allocated to those
investments and/or will add or remove a mutual fund or ETF as it deems appropriate. Other
services offered in the VSP include periodic rebalancing of the client's portfolio (at least annually
or upon a movement of +/-5 percentage points from its targeted weighting) to maintain the
desired asset allocation and quarterly performance reporting.
Separately Managed Accounts (SMA)
The SMA Program offers clients discretionary investment management services from portfolio
managers other than VFM (“SMA”). In the future, is anticipated that HCM’s advisory services will
also be offered as an available SMA. Based on information in the client’s Questionnaire, an IAR
presents the client with one or more appropriate investment strategies from an Envestnet list of
approved SMAs that Envestnet selects based on its proprietary due diligence process.
Envestnet employs a proprietary “Q-Score model” when conducting due diligence on SMAs This
model emphasizes consistent active value, effective and consistent risk control, and an efficient
risk return profile.
VFM has engaged Envestnet to maintain the SMA platform. The client enters an advisory
agreement with VFM for advisory, brokerage and administrative services. The client grants
discretion to the SMA (not VFM), who actively manages the client’s portfolio. VFM has no
influence over the SMA’s investment decisions. The SMAs offered have varying investment
objectives, styles, and strategies and they also employ varying securities to achieve those
objectives. In addition, a SMA’s strategy may change in response to market conditions. If the
client decides to participate in the SMA Program, the client will receive each SMA’s Form ADV
brochure that describes in detail the manager’s strategy. The SMA’s Form ADV brochure is also
available upon request. Other services offered in the SMA Program include monthly custodial
account statements and quarterly performance reporting.
Certain SMAs execute trades through broker-dealers not participating in the Envestnet wrap fee
platform (“trading away”). By doing so, these SMAs cause clients to pay an additional fee not
included in the wrap program fee. This additional fee will not be shown in trade confirmations or
account statements. Please review the SMA’s Form ADV brochure and contact your IAR for
more information regarding trading away, including the frequency with which an SMA may trade
away from Envestnet.
Unified Managed Accounts (UMA)
The UMA Program offers a client multiple investment strategies representing various asset
classes combined in a single account. A UMA consists of one or more sub-accounts or
“sleeves” that invest in mutual funds, exchange traded funds (“ETFs”), and/or individual
securities recommended by SMAs that provide model portfolios to Envestnet. VFM has
engaged Envestnet to maintain the UMA platform and manage the client’s accounts by
implementing the model portfolios in a client’s account. The client enters an advisory agreement
with VFM for advisory, brokerage and administrative services.
Based on information in the client’s Questionnaire, an IAR presents the client with one or more
appropriate investment strategies fitting the client’s profile and investment
goals. The client must
approve in writing the initial investment selections and subsequent changes to the strategies
employed for his or her account. VFM does not exercise investment discretion in the selection of
the asset allocation or the specific, underlying investment vehicles and investment strategies
used in each sleeve of the UMA portfolio. VFM will provide the client with recommendations
regarding the appropriate asset allocation and the underlying investment vehicles or investment
strategies to meet the client’s objectives.
For those portions of the client’s UMA portfolio allocated to SMAs, VFM has hired Envestnet to
maintain the client’s account consistent with his or her investment strategy model allocations.
Envestnet has discretion to place trades in client accounts using these models. VFM does not
have influence over the SMA’s investment recommendations.
If it chooses, VFM, in its role as Program sponsor, may add mutual funds and ETFs on
Envestnet’s approved list available in the UMA Program, through varying degrees of initial and
ongoing due diligence. VFM has sole discretion to remove a mutual fund or ETF from the
available investment options.
Other services offered in the UMA Program include periodic rebalancing of the client's portfolio
(at least annually or upon a movement of +/-5 percentage points from its targeted weighting) to
maintain the desired asset allocation and quarterly performance reporting.
VFM Client Advisor (VCA)
VCA is a non-discretionary advisory program in which a client receives advice from an IAR
regarding the client’s assets (mutual funds, ETFs, and individual securities) in his or her
account. Neither VFM nor the client’s IAR has investment discretion and may not buy or sell
securities for the account without the client’s consent.
Clients may opt to add a tax-preferred service to their account, which seeks to optimize taxes in
a client’s portfolio in each tax year.
The client enters an advisory agreement with VFM for the provision of advisory, brokerage and
administrative services. Leveraging VFM’s Portfolio Strategy team’s research, and based on
information in the client’s Questionnaire, an IAR advises the client on an appropriate investment
strategy, which includes security selection and general asset allocation, and, upon request,
includes advice on financial planning and other wealth management topics. The client has sole
discretion and makes the final decision whether to accept or reject an investment strategy or
any specific recommendation to purchase or sell securities.
The IAR will be alerted if any portfolio is not within acceptable ranges against target allocations.
Any rebalancing decisions must be authorized by the client. The IAR also is responsible for
periodically reviewing the account to assess whether the investment strategy employed by the
client and investments made for the client’s account are in the client’s best interest.
VFM Excess Liquidity Advisor (VELA)
VELA is a non-discretionary advisory program in which a client receives advice from an IAR
regarding the client’s assets (ETFs and institutional share classes of mutual funds) in his or her
account. Neither VFM nor the client’s IAR has investment discretion and may not buy or sell
securities for the account without the client’s consent.
VELA is designed for high net worth clients that are seeking alternatives to low-interest,
traditional deposit products and want to increase yields while preserving liquidity in their
accounts. The ETFs and mutual funds in this Program focus on fixed income, preferred stocks,
and dividend paying equities.
The client enters into an advisory agreement with VFM for the provision of advisory, brokerage
and administrative services. Leveraging VFM’s Portfolio Strategy team’s research, and based
on information in the client’s Questionnaire, an IAR advises the client on an appropriate
investment strategy. The client has sole discretion and makes the final decision whether to
accept or reject an investment strategy or any specific recommendation to purchase or sell
securities.
The IAR will be alerted if any portfolio is not within acceptable ranges against target allocations,
and the client must authorize any rebalancing decisions. The IAR also is responsible for
periodically reviewing the account to assess whether the investment strategy and investments in
the client’s account are in the client’s best interest.
Cost for Clients
The Programs may cost the client more or less than purchasing such services separately,
depending on the cost of the services if provided separately, the amount of trading activity in the
client's account, and the amount, if any, of additional commissions paid by a client when trades
are conducted using a broker-dealer other than one participating in the client’s selected
Program.
Compensation
Clients agree to pay an annualized, asset-based fee based on the value of assets in the
account (“Total Client Fee”). The Total Client Fee for each account includes, as applicable, (1)
fees paid to VFM for on-going advice, asset management, and due diligence (“Advisory Fee”),
(2) fees paid to platform providers for trading, custody, platform and overlay services, and (3)
fees paid to portfolio managers other than VFM (“Manager Fees”). The compensation an IAR
receives is based on the amount of revenue VFM generates from client assets. At times, the
amount of compensation VFM and its IARs receive if a client participates in a Program is more
than what VFM and/or its IARs would receive if the client participated in another Program or paid
separately for investment advice, brokerage, and other services. VFM and its IARs, therefore,
have a financial incentive to recommend one Program over another, or recommend the
Programs over other financial products or services that provide less or no compensation to VFM
and its IARs.
The maximum Total Client Fee a client can be charged on any Program is 2.50%. Fees are
negotiable. The table below indicates the fees by Program.
* In addition to the fees in the table above, clients are charged clearing and custody costs up to
0.14%, which vary depending on the types of securities in which a client invests.
** Minimum annual per account fee: $120
*** Minimum annual per account fee: $75
**** Minimum annual per account fee: $75
***** Minimum annual per account fee: $75
A written confirmation of the client’s selected Program and associated fees will be delivered to the
client. The written confirmation will include estimated Total Client Fees for each account.
Estimates based on the current recommended allocation of assets within each account vary with
changes in SMA selection as SMAs charge different fees. Because VFM does not set an SMA’s
fees, each SMA has its own fee schedule. Hence, when selecting or changing an SMA, the
client may pay more or less in total fees than it would for selecting a different SMA or changing
from the original SMA. Depending on the timing of an SMA change; the client may be entitled to
a rebate or refund of a prepaid fee.
Manager
Fees
Advisory Fee
Platform Fee*
($0- $250mm)
Platform Fee*
(Over $250mm)
Max Total
Client Fee
SMA/UMAs**
First $500k .20-.60 .74-2.17 .16 .13 2.50
$500k-$1mm .20-.60 .51-1.99 .14 .11 2.30
$1mm-$3mm .20-.60 .28-1.70 .12 .10 2.00
$3mm-$5mm .20-.60 .29-1.46 .11 .09 1.75
Above $5mm .20-.60 .26-1.22 .09 .08 1.50
VSP***
First $500k N/A 1.11 – 1.63 .14 .12 1.75
$500k-$1mm N/A .88 – 1.65 .12 .10 1.75
$1mm-$3mm N/A .64 – 1.41 .11 .09 1.50
$3mm-$5mm N/A .55 - .92 .10 .08 1.00
Above $5mm N/A .46 - .93 .09 .07 1.00
VCA****
First $500k N/A 1.18 - 1.70 .07 .05 1.75
$500k-$1mm N/A .94 - 1.71 .06 .04 1.75
$1mm-$3mm N/A .69 - 1.46 .06 .04 1.50
$3mm-$5mm N/A .60 - .97 .05 .03 1.00
Above $5mm N/A .51 - .98 .04 .02 1.00
VELA*****
First $5mm N/A .10 – 1 1.00
$5mm-$10mm N/A .10 – 1
1.00
Above $10mm N/A .10 – 1
1.00
Internal expenses associated with individual mutual funds or ETFs are not included in the Total
Client Fee. Please refer to the applicable prospectus or disclosure document for information
regarding these fees. For additional details on the Total Client Fees, please contact your IAR.
The table and total fees stated above are inclusive of non-discretionary strategy proposals
relating to particular sectors, regions or industries.
Fees payable to VFM for these services are, with the client’s prior written acknowledgement,
automatically deducted from the client’s account when due. The client will receive account
statements from the account's custodian, showing the fee amounts debited. In discretionary
Programs, VFM will sell money market shares to pay the fee and, if money market shares or cash
value are not available, other investments will be sold. In non-discretionary Programs, VFM will
not sell a client’s money market shares or other investments to raise cash to pay fees without
prior authorization from such client.
Should a deposit of $10,000 or more be made to an account after a quarterly fee assessment
has been made, the account may be billed pro-rata for that deposit. Similarly, if a withdrawal of
$10,000 or more is made, the account may be credited pro-rata for the fee that was previously
billed. In the event of contract termination, which can occur upon 30 days advance written
notice from either the client or VFM, prepaid fees will be pro-rated and the unearned portion
returned to the client.
Other Fees and Expenses
The Total Client Fee does not include the following: (a) charges for services provided by VFM,
its affiliates or third parties which are outside the scope of the service agreement (e.g.,
retirement plan administration fees, trustee fees, wire transfer fees, etc.); (b) any taxes for fees
imposed by exchanges or regulatory bodies; (c) brokerage commissions and other transaction-
related fees and charges other than those included in a wrap fee; and (d) internal operating
expenses on mutual funds, exchange traded funds or alternative investments. Each of these
additional charges may be separately charged to the client or reflected in the price paid or
received for a given security.