March 8, 2022
Updated: March 08, 2022
Stillwater Investment Management, LLC
423 South Main Street, Suite E1
Stillwater, MN 55082
This Brochure provides information about the qualifications and business practices of Stillwater Investment Management, LLC (“Stillwater”). If you have any questions about the contents of this Brochure, please contact us. 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.
Stillwater Investment Management, LLC is an investment advisor registered with the Securities and Exchange Commission. Registration of an Investment Advisor does not imply any level of skill or training. The oral and written communications of an Advisor provide you with information about which you determine to hire or retain an Advisor.
Additional information about Stillwater Investment Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov.
Currently, our Brochure can be requested by contacting Dana Tonrey, Chief Compliance Officer, at (651) 275-9380 or email@example.com. Our Brochure is also available on our web site at www.stillwaterinv.wpengine.com. Additional information about Stillwater Investment Management, LLC is available via the SEC’s web site www.adviserinfo.sec.gov.
Our business model takes the form of a Family Investment Counseling Office with important adjunct advocacy services. We specialize in providing balanced investment management services.
What is a Family Investment Counseling Office?
For centuries wealthy families have hired professionals to manage their substantial assets through a family business office model. They do this for effective intergenerational planning, greater control and flexibility, better coordination among tax, legal and investment disciplines, lower administrative costs and minimizing any conflicts of interest. These families have a professional, or sometimes a group of professionals, on staff to analyze all aspects of the financial management process and then recommend and implement the best course of action. Complete objectivity and fee transparency are very important.
Stillwater’s mission is to restore the philosophy of the traditional Family Investment Counseling Office and to offer this valuable service to those individuals and families that are not in a position to establish their own. We act as their fiduciary as well as financial advocate. We minimize any conflicts of interest, stress open communication, offer a superior level of personalized service and provide accurate, timely reporting.
Investment Advisory Services
Stillwater is responsible for the administration and management of individual Advisory Accounts (“Accounts”) and will customize client portfolios based on client needs. Stillwater will design, advise and manage Accounts based on a formal investment management process. Advisory Representatives of Stillwater, through in-depth interviews and consultation, will assist the client in defining their investment objectives and overall investment strategies by collecting relevant information about their goals, assets, time horizon, risk tolerance, investment constraints, liquidity needs, tax considerations and investment experience (“Investment Information”). This information is gathered through a comprehensive interview process. See the following diagram of our Investment Management Process.
After the client’s particular circumstances are established, Stillwater develops a client’s individualized Investment Policy Statement (“IPS”) and creates and manages a portfolio primarily consisting of common and preferred stocks, convertible, corporate, government and municipal bonds, and exchange traded funds. The IPS will also include a descriptive page on the equity style and/or fixed income style to be used to manage the Account. The IPS is signed by the client and an officer of Stillwater.
Stillwater will manage Accounts on a discretionary basis. Account supervision is guided by the stated objectives of the client within a balanced investment approach and other factors contained in the IPS. Clients have the opportunity to place reasonable restrictions or constraints on the way their Accounts are managed. The client retains the right to modify Account restrictions at any time. The Advisory Representative will periodically request and review updates to a client’s Investment Information to assist in managing or supervising the client’s Account, and to determine any necessary changes to the management of the client’s Account. The portfolios will be maintained in a brokerage account established at one of several custodians with which Stillwater has established a relationship. The custodians that Stillwater uses include Charles Schwab & Co., Inc. (“Schwab”) and TD Ameritrade Institutional, a Division of TD Ameritrade, Inc. (“TD Ameritrade”), both FINRA registered broker-dealers. Other custodians may be used if Stillwater and the client determine the client’s best interest will be served by using such other custodians.
Accounts managed by Stillwater on a discretionary basis will be regularly monitored and modifications to investments can be made based on economic and market conditions or to periodically realign the portfolio according to the client’s current allocation plan, investment objectives, time horizon and risk tolerance, and for tax efficiency; however, there is no assurance that the objectives of the portfolio will be achieved. Upon request, Stillwater will also review holdings in client’s other investment accounts that are not managed by Stillwater.
Stillwater also provides advocacy services to our clients at no additional charge. We act as a client’s advocate to assist, evaluate and coordinate the various aspects of their financial assets. Examples of this service are: working with a client and their attorney to coordinate charitable planned giving strategies and the resulting investment of the assets, meeting with a client’s insurance professional to help develop an appropriate life insurance or long-term care plan, educating client’s children and grandchildren about the values and responsibilities associated with wealth, analyzing alternative investment opportunities and referring a client to tax or legal professionals.
Investment Management Services Fee Schedule:
|Assets Under Management||Annual Fee (%)|
All fees are subject to negotiation. Special considerations may be made for Accounts with an overweighting in fixed income and/or concentrated stock positions. Stillwater can, at its discretion, negotiate fees for these Accounts on a case-by-case basis. In certain unique circumstances, Stillwater can also negotiate a fixed quarterly fee.
The advisory/services fee will be billed in arrears, calculated based on the fair market value of the portfolio on the last business day of the quarter to which the fee applies, and charged in the first month of the next calendar quarter. Clients can elect to be billed directly for fees or to authorize Stillwater to directly debit fees from client Accounts. Fees are not based on a share of capital gains or capital appreciation [(SEC Rule 205(a)(1)]. For new Accounts, the first quarterly fee may be pro-rated for any partial quarter. The client can terminate the agreement at any time and in that case all fees will be pro-rated. In the event of a termination, any unpaid fees will be due and payable.
Additional deposits to Accounts can be made at any time by the client, and the client can make withdrawals upon notice to Stillwater, subject to the usual and customary settlement procedures. Pro rata fee adjustments may be made for partial withdrawals or additions to the Account. No fee adjustments will be made for appreciation or depreciation in the Account within a billing period. Stillwater will not impose any startup, closing or penalty fees in connection with the Account; however, custodians can impose termination/transfer fees in connection with the closing of an Account.
Stillwater’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients will incur certain charges imposed by custodians and other third parties (ie: client bank) such as custodial fees, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. See Item 12 – Brokerage Practices, for more information on Brokerage fees. Such charges, fees and commissions are exclusive of and in addition to Stillwater’s fee, and Stillwater does not receive any portion of these commissions, fees, and costs. Stillwater makes every effort to educate their clients regarding all fees associated with their account.
The investment management contract can be cancelled at any time, by either party, for any reason with written notice. Upon termination of the contract, any earned, unpaid fees will be due and payable.
Methods of Analysis and Sources of Information
Stillwater begins the investment management process with a top-down approach by first assessing the macro-economic environment. We concentrate on interest rates, the underlying economy, inflation rates and expectations, geo-politics, and other important economic barometers. We arrive at a secular or longer-term conclusion as to how these factors will affect asset classes (equities, fixed income, cash and equivalents), in general, and individual sectors (energy, health care, technology, etc.), in particular. Stillwater’s primary objective is to strive to keep asset allocation strategies in harmony with longer term trends.
Stillwater uses a combination of fundamental and technical analysis to construct balanced portfolios and assess risk for their clients. Although both important methodologies, Stillwater is principally driven by fundamental data, such as a company’s balance sheet, income and cash flow statements, earnings forecasts and other important and relevant financial statement information. We concentrate on companies that lead their respective industries, have solid management and also can exhibit solid growth and/or value characteristics.
Once an investment theme has passed our fundamental review, we then apply valuable technical criteria for further analysis and to seek possible entry and exit points in the market. These methods consist of:
Other widely used technical indicators are also applied in our on-going evaluation process.
Throughout this investment process, we study numerous sources of information: financial newspapers and magazines, research materials prepared by outside analysts, corporate rating services, annual reports, prospectuses, filings with the SEC, company press releases, investment newsletters and other research services offered by custodians with whom we have an established relationship.
Stillwater offers clients a customized, balanced and disciplined approach to investing.
A balanced approach to investment management seeks to preserve capital, provide a stream of income and offer long-term growth of principle. There are three important disciplines we believe must be followed to achieve these objectives: asset class diversification and sector allocation, periodic rebalancing and dividend reinvestment. Stillwater’s goal is to seek a competitive risk adjusted return and uses the S&P 500 Index as its equity benchmark.
Client portfolios are developed in accordance with an IPS. Stillwater spends considerable time up front listening to a client to understand their unique financial needs. Next, the proper strategic (long term) asset allocation is discussed; the right mixture of stocks, bonds and cash to meet the client’s objectives, liquidity needs and risk tolerance. Finally, Stillwater will deploy a tactical (shorter term) asset allocation strategy, weighting industries and sectors that appear to be over/under-valued and that show momentum. Stillwater does not believe that market timing or individual security selection drives long term portfolio performance, but rather, prudent asset allocation, periodic rebalancing and dividend reinvestment.
Stillwater actively manages the portfolio and all the various asset classes. Since each asset class exhibits different characteristics during periods of economic expansion and contraction, we monitor and make the appropriate changes to optimize investment opportunity while maintaining the appropriate level of risk.
Stillwater uses a multi-cap equity style; portfolios hold large, medium and small companies. Typically, but not always, exchange traded index funds are used for small and mid-cap equities as well as international equity exposure.
In a balanced investment account, fixed income securities also play an important role in achieving a competitive total investment return. Stillwater concentrates on high quality, investment grade bonds primarily in the corporate, municipal, and US treasury and agency areas. Stillwater adheres to a price discipline when negotiating with their bond network of dealers. To further diversify the fixed income asset class, Stillwater may use preferred stocks, convertible bonds, closed-end and exchange traded fixed income funds, variable rate securities and treasury inflation protected securities. Adjustments are made to portfolios based on a changing interest rate and credit environment and particular attention is paid to maturity dates, call protection and portfolio duration.
Stillwater takes considerable time to educate their clients on the risks associated with investing in the financial markets and, in particular, the risks of holding a balanced portfolio. Clients should be prepared to bear losses that can occur from the volatility in the equity and fixed income markets. For example, interest rate fluctuations can cause prices of fixed income securities to change and at times decline. Geo-politics or market dislocations can cause prices of equities to decline, and as we have experienced recently, it can be significant. Therefore, ongoing risk assessment and management is critical to successful investment management.
Stillwater has entered into agreements with certain third party, unaffiliated FINRA registered custodians, to provide custody and clearing services for client accounts. Stillwater will recommend these custodians as appropriate, to clients in need of such services; however, clients are under no obligation to use any of the custodians recommended by Stillwater for such services.
Execution of trades for client accounts will generally be placed through Schwab or TD Ameritrade. Other custodians may be used for certain trading activity if Stillwater determines that the client’s best interests will be better served by using such custodians.
Stillwater outsources the filing of all securities class action claims to Chicago Clearing Corporation (CCC). CCC is compensated with a 15% contingency fee paid from the awards it obtains for Stillwater’s clients. Neither Stillwater nor its clients pay an explicit or upfront fee to engage CCC. Stillwater receives no compensation from CCC. Clients may opt-out of CCC’s service when they sign a contract with Stillwater or by requesting to opt-out in writing.
Following are highlights from this Code:
1. To act in a professional and ethical manner at all times.
2. To act for the benefit of clients.
3. To act with independence and objectivity.
4. To act with skill, competence, and diligence.
5. To communicate with clients in a timely and accurate manner.
6. To uphold the applicable rules governing capital markets and applicable state and federal securities laws.
Stillwater has established the following additional conduct rules for itself, its officers, members and employees:
1. Stillwater requires all of its officers and employees to adhere to their fiduciary duty by placing client interests before their own.
2. An officer, member or employee of Stillwater shall not buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her possession of material non-public information or by reason of his or her employment unless the information is also available to the investing public on reasonable inquiry. No person of Stillwater shall prefer his or her own interest to that of the advisory client.
3. Stillwater maintains a list of all securities holdings of itself, and of anyone associated with this advisory practice with access to advisory recommendations. These holdings are reviewed on a regular basis by an appropriate officer/individual of Stillwater.
4. It is the express policy of Stillwater that no person employed by Stillwater can purchase or sell any security for their personal accounts on the day of a transaction(s) in that security being implemented for an advisory Account, which is designed to prevent such employees from benefiting from transactions placed on behalf of advisory Accounts.
5. Stillwater requires that all of its officers or employees must act in accordance with all applicable federal and state regulations governing registered investment advisory practices.
6. Any individual not in observance of the requirements of the Code of Ethics may be subject to termination or other sanctions.
A complete copy of Stillwater’s Code of Ethics is available upon request by contacting Dana Tonrey, Chief Compliance Officer, at 651-275-9380 or firstname.lastname@example.org.
Stillwater does receive some benefits from Schwab and TD Ameritrade because of the amount of assets held at these custodians. Details on these Institutional programs are listed below. However, Stillwater does not receive any research, products or services from any custodian or third party in connection with client securities transactions (“soft dollar benefits”).
How Stillwater selects brokers/custodians
Stillwater seeks to recommend a custodian that will hold client assets and execute transactions on terms that are, overall, most advantageous when compared with other available providers and their services. In selecting custodians, Stillwater will consider a wide range of factors including:
Client brokerage and custody costs
Both Schwab and TD Ameritrade generally do not charge separately for custody services but are compensated by charging commissions or other fees on trades that they execute or that settle into client’s brokerage accounts. Certain trades may not incur commissions or transaction fees. In addition to commissions and/or asset-based fees, the custodian charges clients a flat dollar amount as a “prime broker” or “trade away” fee for each trade that Stillwater has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your brokerage account. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer.
It is Stillwater’s duty to seek “best execution” of client trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How Stillwater select brokers/custodians”).
When a client directs Stillwater to use a particular custodian other than our recommended ones (Directed Brokerage), Stillwater may not have the authority to negotiate commissions, obtain volume discounts, aggregate client orders with other Stillwater client orders and best execution may not be achieved. Also, commission charges can vary among those charged to other advisory clients. It should be understood that clients will incur all transaction costs, clearing and custody fees associated with their Accounts.
For those who qualify, Schwab and TD Ameritrade custodied clients are offered the opportunity to establish prime brokerage accounts which will enable them to trade away from Schwab or TD Ameritrade. Clients who have prime brokerage accounts with Schwab or TD Ameritrade will incur an additional transaction fee to execute the trades away from their custodial broker.
Stillwater will aggregate a trade by custodian (block trades) whenever a trade order is placed at the same time in the same security for multiple accounts. This ensures that all of our client Accounts are treated fairly and receive equitable trade allocation.
In the event of a Trading error, Stillwater will correct the trade in a manner that is in the client’s best interest based upon the custodian’s policy for trade errors. All trade errors are documented and reviewed by our Chief Compliance Officer for fair and equitable resolution.
Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like Stillwater. They provide Stillwater and its clients with access to its institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through Stillwater. Schwab also makes available various support services. Some of those services help Stillwater manage or administer clients’ Accounts, while others help Stillwater manage and grow their business. Schwab’s support services are generally available on an unsolicited basis (Stillwater does not need to request them) and at no charge to Stillwater. Examples of these services are: access to a broad range of investment products, execution of securities transactions, custody of client assets, investment research, facilitating trade execution and allocation for multiple client Accounts, providing pricing and other market data, facilitating payment of fees from clients’ accounts, assisting with back-office functions, recordkeeping and client reporting. Some additional services Schwab provides Stillwater that are intended to help manage and further develop Stillwater’s business are: educational conferences and events, publications, and access to employee benefits providers, human capital consultants and insurance providers.
The availability of these services from Schwab benefits Stillwater because they do not have to produce or purchase them. Stillwater doesn’t have to pay for Schwab’s services so long as their clients collectively keep a total of at least $10 million of their assets in accounts at Schwab. [Beyond that, these services are not contingent upon Stillwater committing any specific amount of business to Schwab in trading commissions or assets in custody.] The $10 million minimum may give Stillwater an incentive to recommend that clients maintain their account with Schwab, based on Stillwater’s interest in receiving Schwab’s services that benefit their business rather than based on client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a potential conflict of interest. Stillwater believes, however, that their selection of Schwab as one of their recommended custodians and brokers is in the best interests of clients. Stillwater’s selection is primarily supported by the scope, quality and price of Schwab’s services (see “How Stillwater selects brokers/custodians”) and not Schwab’s services that benefit only Stillwater.
Stillwater is a past participant in the institutional advisor program (the “Program”) offered by TD Ameritrade Institutional. TD Ameritrade Institutional is a division of TD Ameritrade Inc., member FINRA/SIPC (“TD Ameritrade “), an unaffiliated SEC-registered broker-dealer and FINRA member. TD Ameritrade offers to independent investment advisors services which include custody of securities, trade execution, clearance and settlement of transactions. Stillwater receives some benefits from TD Ameritrade through its participation in the Program. (Please see the disclosure under Item 14. below.)
To assist it in these monitoring services, Stillwater Advisory Representatives will periodically request and review updates to a client’s Investment Information to determine that the client’s options remain consistent with the client’s stated investment objective and strategy.
In October, 2018, Stillwater terminated its participation in TD Ameritrade’s AdvisorDirect referral program. TD Ameritrade is a discount broker-dealer independent of and unaffiliated with Stillwater and there is no employee or agency relationship between them. TD Ameritrade has established AdvisorDirect as a means of referring its brokerage customers and other investors seeking fee-based personal investment management services or financial planning services to independent investment advisors. TD Ameritrade does not supervise Stillwater and has no responsibility for Stillwater’s management of client portfolios or Stillwater’s other advice or services. While Stillwater no longer receives client referrals, Stillwater continues to pays TD Ameritrade the agreed upon and previously disclosed on-going Solicitation fee for each past successful client referral. Stillwater will also pay TD Ameritrade the Solicitation Fee on any assets received by Stillwater from any of a referred client’s family members, including a spouse, child or any other immediate family member who resides with the referred client and hired Stillwater on the recommendation of such referred client. Stillwater will not charge clients referred through AdvisorDirect any fees or costs higher than its standard fee schedule offered to its clients or otherwise pass Solicitation Fees paid to TD Ameritrade to its clients. For information regarding additional or other fees paid directly or indirectly to TD Ameritrade, please refer to the TD Ameritrade AdvisorDirect Disclosure and Acknowledgement Form.
Stillwater’s past participation in AdvisorDirect raises potential conflicts of interest. Stillwater has agreed not to solicit clients referred to it through AdvisorDirect to transfer their accounts from TD Ameritrade or to establish brokerage or custody accounts at other custodians, except when its fiduciary duties require doing so. Stillwater’s past participation in AdvisorDirect does not diminish its duty to seek best execution of trades for client accounts.
Stillwater receives an economic benefit from Schwab in the form of the support products and services it makes available to them and other independent investment advisors whose clients maintain their accounts at Schwab. Clients do not pay more for assets maintained at Schwab as a result of these arrangements. However, Stillwater benefits from the referral arrangement because the cost of these services would otherwise be borne directly by clients. Clients should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit Stillwater, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices).
Stillwater does not engage any paid solicitors for client referrals.
If the Client gives the Advisor authority to move money from one account to another account through Standing Letters of Authorization (SLOAs), the Advisor may be deemed to have limited custody of those assets. In order to avoid additional regulatory requirements, the Custodian and the Advisor have adopted safeguards to ensure that the money movements are completed in accordance with the Client’s instructions.
Stillwater acts as a fiduciary and votes proxies in a way that it believes will be consistent with the best interest of the beneficial owners of the accounts and will maximize the market value of their investments. Although Stillwater may consult with a client on certain proxy issues, no outsider, including a client, will dictate Stillwater’s proxy voting. Stillwater’s Senior Management will determine the firm’s position on all proxy votes cast.
Stillwater generally supports routine business matters, unless Stillwater views support as contrary to the best financial interests of the shareholders. Proposals that restrict shareholder democracy are generally not supported if such proposals restrict the rights of shareholders, particularly shareholders’ ability to realize the value of their investment. Proposals that increase shareholder democracy are generally supported. Compensation proposals are reviewed individually using the same standards; however, all such matters are reviewed on a case-by-case basis and voted based on the financial interest of the shareholders. Social and Environmental issues will be voted on a case-by-case basis, taking into consideration whether implementation of the proposal will likely enhance or protect shareholder value in either the short or the long term. Stillwater will generally support proposals requesting greater disclosure.
Proxy Voting: Third Party Service
Stillwater has engaged Broadridge Financial Solutions, Inc., an unbiased third-party proxy voting service, to administer electronic proxy voting, receive and review proxy voting statements, provide information and research, make proxy voting recommendations, retain proxy voting records and handle many of the administrative functions associated with the voting of proxies. If Stillwater determines that voting a particular proxy would create a material conflict of interest between Stillwater’s interest or the interests of any of its affiliated parties and the client’s best interests, Stillwater will vote such proxy based upon the recommendations of Broadridge. Our Chief Compliance Officer is ultimately responsible for ensuring that all proxies received by Stillwater are voted in a timely manner and in a manner consistent with Stillwater’s proxy voting policies.
Stillwater will provide this summary of its proxy voting policy to all of its advisory clients annually and will provide clients with records of proxy voting information for their own proxies within the past five years upon request by the client, in accordance with Rule 204-2 of the Advisers Act.
A copy of Stillwater’s Proxy Voting Policies and Procedures is available upon request by calling Dana Tonrey, Chief Compliance Officer, at 651-275-9380 or emailing email@example.com.