A. Nordwand Advisors, LLC (the “Registrant”) is a limited liability company formed in the
state of Delaware in July 2022. The Registrant became registered with the U.S. Securities
and Exchange Commission in September 2022. The Registrant is principally owned by
Nordwand Capital, LLC, its Managing Member.
B.
INVESTMENT ADVISORY SERVICES
The Registrant provides discretionary and non-discretionary investment advisory services
on a
fee basis. Registrant’s annual investment advisory fee may include investment
advisory services, and, to the extent specifically requested by the client, financial planning
and consulting services. In the event that the client requires extraordinary planning and/or
consultation services (to be determined in the sole discretion of the Registrant), the
Registrant may determine to charge for such additional services, the dollar amount of
which shall be set forth in a separate written notice to the client.
The Registrant provides investment advisory services specific to the needs of each client.
Before providing investment advisory services, an investment adviser representative will
ascertain each client’s investment objectives. Thereafter, the Registrant will recommend
that the client allocate investment assets consistent with the designated investment
objectives. The Registrant primarily recommends that clients allocate investment assets
among various individual equity (stocks), debt (bonds) and fixed income securities, mutual
funds and/or exchange traded funds (“ETFs”), and alternative investments in accordance
with the client’s designated investment objective(s). Once allocated, the Registrant
provides ongoing monitoring and review of account performance, asset allocation and
client investment objectives.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in their financial situation or investment objectives for the purpose of reviewing,
evaluating or revising Registrant’s previous recommendations and/or services.
Important Disclosures
Limitations of Financial Planning and Non-Investment Consulting/Implementation
Services: As indicated above, to the extent requested by a client, Registrant may provide
financial planning and related consulting services inclusive of its advisory fee as set forth
at Item 5 below (exceptions may occur based upon assets under management, special
projects, etc., for which the Registrant may charge a separate fee). However, neither the
Registrant nor its investment adviser representatives assist clients with the implementation
of any financial plan, unless they have agreed to do so in writing. The Registrant does not
monitor a client’s financial plan, unless specifically engaged to do so, and it is the client’s
responsibility to revisit the financial plan with the Registrant, if desired.
Furthermore, although the Registrant may provide recommendations regarding non-
investment related matters, such as estate planning, tax planning and insurance, the
Registrant does not serve as an attorney or accountant, and no portion of its services should
be construed as legal or accounting services. Accordingly, the Registrant does not prepare
estate planning documents or tax returns.
To the extent requested by a client, the Registrant may recommend the services of other
professionals for certain non-investment implementation purposes (i.e., attorneys,
accountants, insurance, etc.). The client is under no obligation to engage the services of
any such recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from
Registrant and/or its representatives.
If the client engages any recommended unaffiliated professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional(s)
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
Non-Discretionary Service Limitations: Clients that determine to engage the Registrant
on a non-discretionary investment advisory basis must be willing to accept that the
Registrant cannot affect any account transactions without obtaining prior consent to any
such transaction(s) from the client. Therefore, Registrant will be unable to affect any
account transactions (as it would for its discretionary clients) without first obtaining the
client’s consent.
Independent Managers: Registrant may recommend that the client allocate a portion of a
client’s investment assets among unaffiliated independent investment managers
(“Independent Manager(s)”) in accordance with the client’s designated investment
objective(s). In such situations, the Independent Manager(s) will have day-to-day
responsibility for the active discretionary management of the allocated assets. Registrant
will continue to render investment supervisory services to the client relative to the ongoing
monitoring and review of account performance, asset allocation, and client investment
objectives. The Registrant generally considers the following factors when recommending
Independent Manager(s): the client’s designated investment objective(s), management
style, performance, reputation, financial strength, reporting, pricing, and research. The
investment management fees charged by the designated Independent Manager(s) are
exclusive of, and in addition to, Registrant’s ongoing investment advisory fee. Registrant’s
advisory fee is set forth in the fee schedule at Item 5 below.
Dynasty Network: Registrant has entered into a contractual relationship with Dynasty
Financial Partners, LLC (“Dynasty”), which provides Registrant with operational and
back-office support including access to a network of service providers. Through the
Dynasty network of service providers, Registrant may receive preferred pricing on trading
technology, reporting, custody, brokerage, compliance and other related services. Dynasty
charges a “Platform Fee,” for which, unless otherwise disclosed, the client will be charged,
separate from and in addition to such client’s annual investment advisory fee, as described
in Item 5 below. In addition, Dynasty’s subsidiary, Dynasty Wealth Management, LLC
(“DWM”) is an SEC registered investment adviser, that provides access to a range of
investment services including: separately managed accounts (“SMA”), mutual fund and
ETF asset allocation strategies, and unified managed accounts (“UMA”) managed by
external third party managers (collectively, the “Investment Programs”). Registrant may
separately engage the services of Dynasty and/or its subsidiaries to access the Investment
Programs. Under the SMA and UMA programs, Registrant will maintain the ability to
select the specific, underlying third party managers that will, in turn, have day-to-day
discretionary trading authority over the requisite client assets.
DWM sponsors an investment management platform (the “Platform” or the “TAMP") that
is available to the advisers in the Dynasty Network, such as Registrant. Through the
Platform, DWM and Dynasty collectively provide certain technology, administrative,
operations and advisory support services that allow advisers to manage their own portfolios
and access independent third-party managers that provide discretionary services in the form
of traditional managed accounts and investment models. Registrant can allocate all or a
portion of client assets among the different independent third-party managers via the
Platform. Registrant may also use the model management feature of the TAMP by creating
their own asset allocation model and underlying investments that comprise the model.
Registrant may also utilize the overlay management feature of the TAMP by creating their
own asset allocation model and underlying investments that comprise the model. Through
the model management feature, the Registrant may be able to outsource the implementation
of trade orders and periodic rebalancing of the model when needed.
Registrant will maintain the direct contractual relationship with each client and obtain,
through such agreements, the authority to engage independent third-party managers, DWM
and/or Dynasty, as applicable, for services rendered through the Platform in service of such
client. Registrant may delegate discretionary trading authority to DWM and/or independent
third-party managers to effect investment and reinvestment of client assets with the ability
to buy, sell or otherwise effect investment transactions and allocate client assets. If a client
is participating in certain Investment Programs, DWM or the designated manager, as
applicable, is also authorized without prior consultation of Registrant or the client to buy,
sell, trade or allocate such client’s assets in accordance with the client’s designated
portfolio and to deliver instructions to the designated broker-dealer and/or custodian of
such client’s assets.
Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange traded
funds are available directly to the public. Therefore, a prospective client can obtain many
of the funds that may be utilized by Registrant independent of engaging Registrant as an
investment advisor. However, if a prospective client determines to do so, they will not
receive Registrant’s initial and ongoing investment advisory services.
In addition to Registrant’s investment advisory fee described below, and transaction and/or
custodial fees discussed below, clients will also incur, relative to all mutual fund and
exchange traded fund purchases, charges imposed at the fund level (e.g., management fees
and other fund expenses).
Affiliated Private Funds. As discussed below, the Registrant is affiliated with Nordwand
Investments, LLC, a SEC registered investment adviser (“Nordwand Investments”).
Nordwand Investments is the investment advisor to several private funds including:
Nordwand Early Opportunities Fund I, LLC, Nordwand Income Opportunities Fund I,
LLC, Nordwand Special Opportunities Fund I, LLC, and Nordwand Special Opportunities
Fund II, LLC, (the “Affiliated Funds”) the complete description of which (the terms,
conditions, risks, conflicts and fees, including incentive compensation) is set forth in each
of the Affiliated Fund’s offering documents. Nordwand Investments intends to continue to
launch new funds in the future. For a complete and current list of the Affiliated Funds,
please review Nordwand Investments ADV Part 1, located at
https://adviserinfo.sec.gov/firm/summary/323829.
Registrant, on a non-discretionary basis, may recommend that qualified clients consider
allocating a portion of their investment assets to one or more of its Affiliated Funds.
Registrant’s clients are under absolutely no obligation to consider or make an investment
in an Affiliated Funds.
The Registrant also provides investment advice regarding unaffiliated private investment
funds. Registrant’s role relative to unaffiliated private investment funds shall be limited to
its initial and ongoing due diligence and investment monitoring services. If a client
determines to become an unaffiliated private fund investor, the amount of assets invested
in the fund(s) shall be included as part of “assets under management” for purposes of
Registrant calculating its investment advisory fee. Registrant’s fee shall be in addition to
the fund’s fees. Registrant’s clients are under absolutely no obligation to consider or make
an investment in any private investment fund(s).
Private investment funds generally involve various risk factors, including, but not limited
to, potential for complete loss of principal, liquidity constraints and lack of transparency,
a complete discussion of which is set forth in each fund’s offering documents, which will
be provided to each client for review and consideration. Unlike liquid investments that a
client may own, private investment funds do not provide daily liquidity or pricing. Each
prospective client investor will be required to complete a Subscription Agreement,
pursuant to which the client shall establish that he/she is qualified for investment in the
fund and acknowledges and accepts the various risk factors that are associated with such
an investment.
Valuation: In the event that Registrant references private investment funds owned by the
client on any supplemental account reports prepared by Registrant, the value(s) for all
private investment funds owned by the client shall reflect the most recent valuation
provided by the fund sponsor. However, if subsequent to purchase, the fund has not
provided an updated valuation, the valuation shall reflect the initial purchase price. If
subsequent to purchase, the fund provides an updated valuation, then the statement will
reflect that updated value. The updated value will continue to be reflected on the report
until the fund provides a further updated value.
As result of the valuation process, if the valuation reflects initial purchase price or an
updated value subsequent to purchase price, the current value(s) of an investor’s fund
holding(s) could be significantly more or less than the value reflected on the report. Unless
otherwise indicated, Registrant shall calculate its fee based upon the latest value provided
by the fund sponsor.
Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing
involves the incorporation of Environmental, Social and Governance (“ESG”)
considerations into the investment due diligence process. ESG investing incorporates a set
of criteria/factors used in evaluating potential investments: Environmental (i.e., considers
how a company safeguards the environment); Social (i.e., the manner in which a company
manages relationships with its employees, customers, and the communities in which it
operates); and Governance (i.e., company management considerations). The number of
companies that meet an acceptable ESG mandate can be limited when compared to those
that do not and could underperform broad market indices. Investors must accept these
limitations, including potential for underperformance. Correspondingly, the number of
ESG mutual funds and exchange-traded funds are limited when compared to those that do
not maintain such a mandate. As with any type of investment (including any investment
and/or investment strategies recommended and/or undertaken by Registrant), there can be
no assurance that investment in ESG securities or funds will be profitable or prove
successful. Registrant does not maintain or advocate an ESG investment strategy but will
seek to employ ESG if directed by a client to do so. If implemented, Registrant shall rely
upon the assessments undertaken by the unaffiliated mutual fund, exchange traded fund or
separate account portfolio manager to determine that the fund’s or portfolio’s underlying
company securities meet a socially responsible mandate.
Portfolio Activity: Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Registrant will review
client portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, fund manager
tenure, style drift, account additions/withdrawals, and/or a change in the client’s
investment objective. Based upon these factors, there may be extended periods of time
when Registrant determines that changes to a client’s portfolio are neither necessary nor
prudent. Clients nonetheless remain subject to the fees described in Item 5 below during
periods of account inactivity.
Cash Positions: Registrant treats cash as an asset class. As such, unless determined to the
contrary by Registrant, all cash positions (money markets, etc.) shall be included as part of
assets under management for purposes of calculating Registrant’s advisory fee. In addition,
while assets are maintained in cash, such amounts could miss market advances. Depending
upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest
paid by the client’s cash positions.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from
account transactions or new deposits, be swept to and/or initially maintained in a
specific custodian designated sweep account. The yield on the sweep account will
generally be lower than those available for other money market accounts. When this
occurs, to help mitigate the corresponding yield dispersion Registrant shall (usually within
30 days thereafter) generally (with exceptions) purchase a higher yielding money market
fund (or other type security) available on the custodian’s platform, unless Registrant
reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day
period to purchase additional investments for the client’s account. Exceptions and/or
modifications can and will occur with respect to all or a portion of the cash balances for
various reasons, including, but not limited to the amount of dispersion between the sweep
account and a money market fund, the size of the cash balance, an indication from the client
of an imminent need for such cash, or the client has a demonstrated history of writing
checks from the account.
The above does not apply to the cash component maintained within a Registrant actively
managed investment strategy (the cash balances for which shall generally remain in the
custodian designated cash sweep account), an indication from the client of a need for access
to such cash, assets allocated to an unaffiliated investment manager and cash balances
maintained for fee billing purposes.
The client shall remain exclusively responsible for yield dispersion/cash balance decisions
and corresponding transactions for cash balances maintained in any Registrant unmanaged
accounts.
Other Assets. To the extent that the Registrant provides advisory monitoring or review
services for client investment assets for which the Registrant does not maintain custodian
access or trading authority (including initial and ongoing consideration of such assets as
part of the client’s asset allocation), the registrant may determine to include such assets in
its advisory fee calculation per Item 5 below.
Retirement Plan Rollovers–Conflict of Interest: A client or prospective client leaving
an employer typically has four options regarding an existing retirement plan (and may
engage in a combination of these options): (i) leave the money in the former employer’s
plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available
and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or
(iv) cash out the account value (which could, depending upon the client’s age, result in
adverse tax consequences). If Registrant recommends that a client roll over their retirement
plan assets into an account to be managed by Registrant, such a recommendation creates a
conflict of interest if Registrant will earn new (or increase its current) compensation as a
result of the rollover. If Registrant provides a recommendation as to whether a client should
engage in a rollover or not, Registrant is acting as a fiduciary within the meaning of Title
I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as
applicable, which are laws governing retirement accounts. No client is under any obligation
to roll over retirement plan assets to an account managed by Registrant.
Client Obligations: In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
responsibility to promptly notify the Registrant if there is ever any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Registrant’s previous recommendations and/or services.
Cybersecurity Risk. The information technology systems and networks that Registrant
and its third-party service providers use to provide services to Registrant’s clients employ
various controls, which are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in Registrant’s
operations and result in the unauthorized acquisition or use of clients’ confidential or non-
public personal information. Clients and Registrant are nonetheless subject to the risk of
cybersecurity incidents that could ultimately cause them to incur losses, including for
example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or
interruption to systems. Although Registrant has established procedures to reduce the risk
of cybersecurity incidents, there is no guarantee that these efforts will always be successful,
especially considering that Registrant does not directly control the cybersecurity measures
and policies employed by third-party service providers. Clients could incur similar adverse
consequences resulting from cybersecurity incidents that more directly affect issuers of
securities in which those clients invest, broker-dealers, qualified custodians, governmental
and other regulatory authorities, exchange and other financial market operators, or other
financial institutions.
Disclosure Statement: A copy of the Registrant’s written Brochure and CRS, as set forth
on Parts 2 and 3 of Form ADV, respectively, shall be provided to each client prior to the
execution of any new advisory agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Prior to providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had 2,523,102,124 in assets under management
on a discretionary basis and $969,529,415 in assets under management on a
non-discretionary basis.