Types of Services and Fee Schedules
Valley Wealth Managers, Inc. (“VWM”) f/k/a Hallmark Capital Management, Inc. (“Hallmark”), is a
wholly owned subsidiary of Valley National Bank (“Valley Bank”), a national banking association
that provides banking products and commercial and retail financial services. Valley Bank, in turn,
is a wholly owned subsidiary of Valley National Bancorp, a Nasdaq Global Select Market
(NASDAQ) listed bank holding company headquartered in Wayne, New Jersey. On June 30,
2023, in connection with an internal corporate reorganization, Hallmark acquired the advisory
business of its affiliate, Valley Financial Management, Inc. (“VFM”), and the newly reorganized
advisory business was renamed Valley Wealth Managers, Inc. Following the combination, VFM
continues to exist as an affiliated broker-dealer registered with the SEC. Brokerage products and
services are generally provided to VWM’s advisory programs by VFM. VFM and VWM also have
a clearing arrangement with a third-party company, Pershing LLC (“Pershing”), for their brokerage
and advisory businesses, respectively.
VWM offers three types of services: 1) investment management strategies formerly provided
through Hallmark, which are now rebranded as “The Hallmark Investment Strategies offered by
Valley Wealth Managers” (the “Hallmark Investment Strategies”); 2) financial planning services
formerly provided through Hallmark; and 3) wrap fee advisory programs previously provided
through the advisory business of VWM’s affiliate, VFM.
This Wrap Fee Program Brochure describes and discloses the services, fees, potential conflicts
of interest, and other necessary information clients should consider before becoming a VWM
client in one or more of its wrap fee investment advisory programs.
VWM offers the following discretionary wrap fee advisory programs: (1) Valley Strategic Portfolios
(VSP); (2) Separately Managed Accounts (SMA); and (3) Unified Managed Accounts (UMA).
VWM also offers two non-discretionary wrap fee advisory programs, Valley Client Advisor (VCA)
and Valley 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.
These discretionary and non-discretionary wrap fee advisory 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 (e.g., as in a brokerage account that charges
commissions). The wrap fee for a Program generally covers investment advice provided by VWM
and other portfolio managers participating in the Program, the execution of client transactions,
account servicing, and performance reporting, in addition to other standard services. VWM
receives a portion of this wrap fee for the investment advice it provides.
The VSP, SMA, and UMA Programs are discretionary programs where a client appoints VWM 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 VWM with VSP, SMA, UMA, and VCA, VWM has entered into an agreement with
Envestnet Asset Management, Inc. (“Envestnet”), an unaffiliated investment adviser, 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 VWM in managing portfolios. Please refer to the
Envestnet Asset Management, Inc. Form ADV Part 2A as provided to clients for additional
information.
VWM and its IARs do not have discretionary authority to manage securities accounts that
comprise the Programs, except for VSP. VSP is a discretionary advisory program in which VWM
uses risk-adjusted and objective-based models comprised of exchanged traded funds (“ETFs”)
and mutual funds. The VWM investment committee is responsible for setting strategic and tactical
asset allocations to guide the Program. The VWM investment committee includes VWM
investment professionals with different areas of expertise in asset allocation and specific asset
classes. The VWM investment committee meets on scheduled monthly dates and on an ad hoc
basis, as necessary. The VWM investment committee also produces client letters and market
commentary on both a scheduled and ad hoc basis.
In the advisory relationship between a client in a Program and VWM, the 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 a questionnaire and provides investment profile information on the 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 enter into an 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 VWM. Not all Programs discussed in this Wrap
Program 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 VWM’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.
VWM’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. VWM 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. VWM’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, VWM 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. VWM 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 VWM (“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.
VWM has engaged Envestnet to maintain the SMA platform. The client enters an advisory
agreement with VWM for advisory, brokerage and administrative services. The client grants
discretion to the SMA (not VWM), who actively manages the client’s portfolio. VWM 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, the 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. VWM 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 into an agreement with VWM and Envestnet for
the provision of advisory services, as well as an agreement with VWM’s affiliate, VFM, for the
provision of brokerage and administrative services.
Based on information in the client’s Questionnaire, an IAR presents the client with one or more
appropriate investment strategies from Envestnet approved SMA, mutual fund, and ETF
investment options 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. VWM 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. VWM 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, VWM 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. VWM does not
have influence over the SMA’s investment recommendations.
If it chooses, VWM, 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. VWM 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 VWM 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 VWM and Envestnet for the provision of advisory
services, as well as an agreement with VWM’s affiliate, VFM, for the provision of brokerage and
administrative services. Leveraging VWM’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 is also 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 VWM 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 VWM and Envestnet for the provision of
advisory services, as well as an agreement with VWM’s affiliate, VFM, for the provision of
brokerage and administrative services. Leveraging VWM’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 is also 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 VWM 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 VWM (“Manager Fees”).
The maximum Total Client Fee a client can be charged on any Program is 2.50%. Fees are
generally negotiable. The table below indicates the fees by Program.
Manager
Fees
Advisory Fee
Platform Fee*
($0- $250mm)
Platform Fee*
(Over $250mm)
Max Total
Client Fee
SMA/UMAs**
First $500k .20-.60 N/A .16 .13 2.50
$500k-$1mm .20-.60 N/A .14 .11 2.30
$1mm-$3mm .20-.60 N/A .12 .10 2.00
$3mm-$5mm .20-.60 N/A .11 .09 1.75
Above $5mm .20-.60 N/A .09 .08 1.50
VSP***
First $500k N/A 0.97 - 1.47 .14 .12 1.75
$500k-$1mm N/A 0.74 - 1.49 .12 .10 1.75
$1mm-$3mm N/A 0.50 - 1.25 .11 .09 1.50
$3mm-$5mm N/A 0.41 - 0.76 .10 .08 1.00
Above $5mm N/A 0.32 - 0.77 .09 .07 1.00
VCA****
First $500k N/A 1.04 - 1.54 .07 .05 1.75
$500k-$1mm N/A 0.80 - 1.55 .06 .04 1.75
$1mm-$3mm N/A 0.55 - 1.30 .06 .04 1.50
$3mm-$5mm N/A 0.46 - 0.81 .05 .03 1.00
Above $5mm N/A 0.37 - 0.82 .04 .02 1.00
VELA*****
First $5mm N/A 0.10 – 0.20 1.00
$5mm-$10mm N/A 0.10 – 0.20
1.00
Above $10mm N/A 0.10 – 0.20
1.00
* 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 VWM 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.
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 VWM 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, VWM 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, VWM 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 VWM, 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 VWM,
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.
Compensation to IARs
In addition to base salary, VWM’s IARs receive incentive compensation based on the amount of
revenue VWM generates from client assets. As a result, VWM’s IARs have an incentive to
recommend an advisory program or strategy that generates more revenue for VWM than another
program or strategy that generates less revenue for VWM.
Also, the majority of IARs who provide advisory services through VWM also provide other services
including brokerage, insurance, and/or banking services through VWM’s affiliates. These financial
professionals receive more compensation for revenue generated from certain services than they
do for the same amount of revenue generated from other services. This creates a conflict of
interest whereby financial professionals have a financial incentive to recommend products and
services that result in more compensation for the financial professional per dollar of revenue
generated for VWM or its affiliates. For example, financial professionals generally have an
incentive to recommend advisory services over brokerage services because financial
professionals typically receive more compensation for revenue generated from advisory services
than they do for revenue from brokerage services.
IRA Rollover Recommendations
A client or prospective client leaving an employer has four options regarding an existing retirement
plan (and can 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, or (iv) cash out the
account value (which could, depending upon Client’s age, result in adverse tax consequences).
If VWM recommends that a client roll over their retirement plan assets into an account to be
managed by VWM, such a recommendation creates a conflict of interest if VWM will earn a new
(or increase its current) advisory fee as a result of the rollover. No client is under any obligation
to roll over retirement plan assets to an account managed by VWM.