Ladenburg Thalmann Asset Management Inc.

Ladenburg Thalmann Asset Management Inc. Investment Consultant Services (ICS) Wrap Fee Program Brochure SEC File No. 801-54909 640 Fifth Avenue, 4th Floor New York, NY 10019 (800) 995-5267 www.ltam.com This wrap fee program brochure provides information about the qualifications and business practices of Ladenburg Thalmann Asset Management Inc. If you have any questions about the contents of this brochure, please contact us at (800) 995-5267 or lamp@ladenburg.com. 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. Additional information about Ladenburg Thalmann Asset Management Inc. is also available on the SEC’s website at adviserinfo.sec.gov/firm/summary/108604. 05/20/2026 1  Item 2 – Summary of Material Changes This section provides a summary of material changes that were made to this brochure since the last annual amendment dated March 31st , 2026. Ladenburg Thalmann Asset Management Inc. (“Ladenburg”) may make interim changes to this brochure throughout the year. Each brochure must be filed with the SEC and can be viewed at adviserinfo.sec.gov/firm/brochure/108604. Material Changes: • Item 4 – Services, Fees and Compensation: Fees and Compensation: the Manager Offerings Section was updated to account for new managers/strategies under the ICS program. 2  Table of Contents Item 2 – Summary of Material Changes ....................................................................................................... 2 Item 3 – Table of Contents ............................................................................................................................ 3 Item 4 – Services, Fees and Compensation .................................................................................................. 4 Item 5 – Account Requirements and Types of Clients ................................................................................ 10 Item 6 – Portfolio Manager Selection and Evaluation ................................................................................ 11 Item 7 – Client Information Provided to Ladenburg ................................................................................... 15 Item 8 – Client Contact with Ladenburg ..................................................................................................... 15 Item 9 – Additional Information ................................................................................................................. 16 Ladenburg Thalmann Asset Management (“Ladenburg”) - Privacy Notice ................................................ 23 Item 3 – Table of Contents 3  Item 4 – Services, Fees and Compensation Consulting Services Each client has an adviser “Financial Adviser”, who may be a Financial Adviser of Ladenburg Thalmann Asset Management Inc. (“Ladenburg”), Osaic Advisory Services, LLC, Osaic Institutions, Inc. or Osaic Wealth, Inc. Osaic Advisory Services, LLC, Osaic Institutions, Inc. and Osaic Wealth, Inc., are affiliates of Ladenburg, as described in “Other Financial Industry Activities and Affiliations” below. The Financial Adviser may also be registered as, or a Financial Adviser of an investment adviser that is not affiliated with Ladenburg. The Financial Adviser may be a broker-dealer representative of Ladenburg Thalmann & Co Inc. (“LTCO”), Osaic Institutions, Inc. or Osaic Wealth, Inc. Clients who wish to participate in the Ladenburg Thalmann Asset Management Investment Consultant Services Program (“ICS”) will enter into an ICS agreement. The ICS agreement will set forth which investment advisory entity is providing consulting services in connection with the client’s account. Clients inform their Financial Advisers of the investment objectives, risk tolerance, and investment time horizon, and any investment policies, guidelines, or reasonable restrictions applicable to the assets they designate for investment through the ICS Program. Based on the information provided, the Financial Adviser assists the client in selecting one or more managers available through the Program (“ICS Managers”), which may include Ladenburg, to provide discretionary management services for the client’s account. Portfolio Management ICS Managers manage ICS accounts on a discretionary basis in accordance with the investment strategy that the client selects, and information provided by the client. Certain ICS Managers and/or investment strategies have account minimums that may preclude clients from having their accounts managed directly by the ICS Manager selected. If applicable, the selected ICS Manager will provide their investment model to Ladenburg for direct account management. Any restrictions on the management of an account imposed by a client may cause the ICS Managers to deviate from the investment decisions they would otherwise make in managing the account. Client’s initial selection of ICS Manager(s) and the designation of which assets will be managed by each ICS Manager shall be set forth in the ICS agreement. For eligible accounts, Ladenburg shall notify each ICS Manager of the client’s designation and shall notify ICS Manager about any reasonable investment restrictions the client has placed on the investments in the accounts. The selection of each ICS Manager will not be effective until accepted by that ICS Manager. The ICS Manager is entitled to decline management of an account for any reason. Client understands that an account may be unmanaged for a period of time before the account is both accepted by the ICS Manager and funded to meet the minimum account size. Client understands that each ICS Manager selected to manage account assets may have investment discretion over the applicable Account. For those accounts following an ICS Manager’s investment model, Client understands that Ladenburg will have investment discretion over those accounts. In addition to the ICS Manager having investment discretion over the investments in the account, the client grants Ladenburg discretionary authority to replace any ICS Manager selected, add one or more additional ICS Managers, or reallocate assets among selected ICS Managers at any time. Clients may also replace or add an ICS Manager by notifying their Financial Adviser or Ladenburg in writing of both the new ICS Manager and the ICS Manager to be replaced, if applicable, subject to acceptance by Ladenburg. For any period between terminating an old ICS Manager and acceptance of the account by a new ICS Manager an account will not be managed, but the Wrap Fee will continue to be charged to the account as described below. Execution of Trades A broker-dealer affiliated with Ladenburg, and the Financial Adviser typically executes trades for accounts in ICS. The specific broker-dealer will be named in the ICS agreement. If your Financial Adviser is a Ladenburg Financial Adviser, and is providing consulting services, the introducing broker-dealer will 4  generally be LTCO. If an Osaic Wealth, Inc. Financial Adviser is providing consulting services, Osaic Wealth Inc. will generally act as broker-dealer. If an Osaic Institutions, Inc. Financial Adviser is providing consulting services, Osaic Institutions Inc. will generally act as broker-dealer. LTCO, Osaic Wealth, Inc. and Osaic Institutions, Inc. are all affiliate broker-dealers of Ladenburg (“Affiliated Broker-Dealers”). If your Financial Adviser is a registered representative of an Affiliated Broker-Dealer and an investment advisor representative of an unaffiliated RIA, one of the Affiliated Broker-Dealers will generally act as broker-dealer, but in some circumstances an unaffiliated broker dealer may be selected by the Client. If your Financial Adviser is affiliated with Osaic Advisory Services, LLC, or an unaffiliated registered investment adviser, then you and your Financial Adviser will choose the custodian and unaffiliated broker- dealer. Ladenburg does not recommend any specific custodian or broker-dealer to be utilized under the ICS program to clients. In certain cases, the Financial Adviser can recommend/require that clients establish brokerage accounts to maintain custody of clients’ assets and to effect trades for their accounts with a broker-dealer that is not affiliated with the Financial Adviser or Ladenburg (“Unaffiliated Broker”). The Unaffiliated Broker will be named in the ICS agreement. The final decision to select an Unaffiliated Broker is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA account holder. The Unaffiliated Broker may provide Financial Adviser or Ladenburg with access to its institutional trading and customer services, which may not be available to retail investors. These services are generally available to independent Financial Advisers on an unsolicited basis; however, certain Unaffiliated Brokers only provide the services at no charge as long as a designated amount of the Financial Adviser’s clients’ assets are maintained in accounts with the Unaffiliated Broker. This creates a conflict of interest as the Financial Adviser has an incentive to recommend an Unaffiliated Broker over other broker-dealers. Unaffiliated Brokers may make available other products and services that benefit the Financial Adviser or Ladenburg but may not benefit the clients’ accounts. These benefits can include national, regional or Financial Adviser specific educational events organized or sponsored by the Unaffiliated Broker. Other potential benefits can include occasional business entertainment, software, research, support functions, and or professional services provided by the Unaffiliated Broker. Thus, a Financial Adviser’s recommendation/requirement that clients maintain their assets in accounts at a particular Unaffiliated Broker may be based in part on the benefit of the availability of certain products and services provided by the Unaffiliated Broker and not solely on the nature, cost or quality of custody and brokerage services provided by the Unaffiliated Broker, which creates a potential conflict of interest. Custody Ladenburg does not take custody of any client assets. However, certain clients have the option of authorizing Ladenburg to debit advisory fees from their custodial account. All client assets are held by an independent qualified custodian, which may be a broker-dealer, bank or trust company. Clients will receive account statements from the broker-dealer, bank or other qualified custodian holding the clients’ assets at least on a quarterly basis. Clients should carefully review those statements. Clients who also receive account reviews from Ladenburg should compare them to the account statements they receive from the qualified custodian. The account statements received from the qualified custodian are the official statement of clients’ accounts. Any account information provided by Ladenburg is for informational purposes only. Ladenburg may have standing letters of authorization granting it first-party asset movement authority on its clients’ accounts at certain of Ladenburg’s qualified custodians. Ladenburg provides the qualifying Custodian with the client’s authorization in writing. The qualifying Custodian has a record that the client has identified the accounts for which the transfer is being effected as belonging to the client (both sending and receiving accounts). Ladenburg’s authority to transfer client assets between clients’ accounts at the same qualified custodian or between another independent qualified custodian, (which may be a broker- dealer, bank or trust company) in which both have access to the sending and receiving account numbers 5  and client account name(s) are deemed to be first party asset movement and does not constitute custody. Fees and Compensation Each account in ICS will generally be charged an asset-based fee (“Wrap Fee”) on a quarterly basis. The Wrap Fee will be calculated based on the value of the ICS assets in the account. The rate or rates that are used to calculate the Wrap Fee are subject to negotiation between the Financial Adviser, Ladenburg, and each client. Ladenburg, in its sole discretion, can waive or reduce advisory fees for certain clients, including employees, friends, and family members of the Firm. Consequently, some clients may pay different fees than others for similar services. These fee reductions are based on personal relationships and not on the assets under management or the complexity of the services provided. The actual fee rates paid by the client will be set forth in the client’s ICS agreement. The Wrap Fee rate will be a flat annual fee rate (maximum rate of 3.00%) The Wrap Fee will generally be charged in advance. However, certain clients may be charged in arrears. Certain clients may also be charged monthly rather than quarterly. Whether the Wrap Fee is charged in advance or in arrears, or quarterly or monthly, is set forth in the client’s ICS agreement. Either party at any time upon written notice may terminate the ICS agreement and a pro rata portion of any Wrap Fee paid by the client in advance will be remitted to the client based on the number of days left in the quarter following receipt of the notice of termination by Ladenburg. When the Wrap Fee is paid in arrears, a pro rata portion of the Wrap Fee will be due by the client based on the number of days elapsed during in the quarter prior to receipt of the notice of termination. Additional Program Fee Terms Fee rates for all ICS Managers available in the ICS Program are listed on the table below under “Schedule of Fees” The Wrap Fee applicable to each client account will include the following fee components: Ladenburg Platform Fee, which is payable to Ladenburg and its affiliates; Adviser Fee, which is payable to Financial Adviser; and ICS Managers Fee, which is payable to the applicable ICS Managers. (i) (ii) (iii) The ICS Managers’ Fee will consist of the separate fees payable to the applicable ICS Managers based on the account assets managed by each ICS Manager. Fee rates for all ICS Managers will fall within a fee range set forth in the client’s ICS agreement Schedule A, but each ICS Manager’s fee within such range can be updated from time to time due to a pricing change for an individual ICS Manager or an allocation to a new ICS Manager. The fee rate for each ICS Manager can be found on the ICS Manager, Strategy and Fee grid under the “Schedule of Fees” section. The Financial Adviser Fee and ICS Managers Fee cover only the advisory services provided by the Financial Adviser and each ICS Manager. The Ladenburg Platform Fee covers the ICS Manager review and selection services provided by Ladenburg, execution of transactions through broker-dealer (if applicable), administrative services and custody services provided by the custodian named on the client agreement. To the extent Ladenburg is selected to manage any account assets, Ladenburg will not earn any additional compensation for its services as an ICS Manager for the designated Account and there will be no ICS Manager’s Fee payable with respect to such designated account managed by Ladenburg. Additionally, if a non-discretionary model provider is selected as an ICS Manager for the account, Ladenburg will not earn any additional compensation for managing and implementing the model as overlay manager. None of the 6  ICS Managers are affiliated with Ladenburg or the Financial Adviser. Schedule of Fees ICS Wrap Fee Components Range of Fees (Maximum Annual Program Fee) Ladenburg Platform Fee 0.00%-0.25% Adviser Fee 0.00% - 2.35% ICS Manager Fee 0.00% - 0.40% Total Fee Range 0.00% - 3.00% ICS Manager Fees as follows: Manager Offerings & Strategies Fee 0.20% 0.20% 0.20% 0.20% 0.30% 0.25% 0.25% 0.40% 0.25% 0.40% 0.25% 0.20% 0.20% 0.20% 0.30% 0.20% 0.20% 0.25% 0.28% 0.25% 0.13% 0.28% 0.30% Beacon Capital Management Vantage 3.0 Conservative Vantage 3.0 Balanced Vantage 3.0 Sector Leveraged Precision Sector Cincinnati Asset Management, Inc. High Yield Corporate Bonds Dana Investment Advisors Large Cap Core Equity Large Cap Value Equity Catholic Equity Social ESG Equity Preferred Income Unconstrained Equity Municipal Bond Limited Volatility Bond Intermediate Bond Davidson Investment Advisors Multi-Cap Equity Intermediate Taxable Fixed Income Intermediate Municipal Fixed Income First Trust Advisors L.P. Small Cap Core J.P. Morgan Asset Management Large Cap Growth Logan Capital Management International Dividend ADR Pacific Investment Management Company, LLC (PIMCO) Intermediate Municipal Bond Putnam Investments U.S Large Cap Value Equity Van Eck Associates Corp. Morningstar Wide Moat SMA Russell Investments Russell Personalized DI All Cap SMA 0.20% 7  0.20% 0.20% 0.20% Russell Personalized DI Large Cap SMA Russell Personalized DI Large Growth SMA Russell Personalized DI Large Value SMA Zacks Investment Management Mid Cap Core 0.20% The Wrap Fee does not cover: • Brokerage commissions or other charges resulting from transactions not effected through the broker-dealer named in the client’s ICS agreement • Compensation received by dealers executing principal trades, including any “mark-up,” “mark- down,” and/or spread in the net price at which transactions are executed • Short term redemption fees that can be charged in connection with certain funds (see below) • Any internal management operating fees or expenses imposed or incurred by a mutual fund or other pooled investment vehicle • Any additional custodial services contracted for directly by the client with the custodian • Certain costs or charges that may be imported by the broker-dealer or custodian named in the client’s ICS agreement or third parties, including costs associated with exchanging foreign currencies, odd-lot differentials, ADR fees, IRA fees, account transfer fees, exchange fees, wire transfer fees, postage fees, confirmation, statement, prospectus fees and other fees or taxes as required by law Further, to the extent that cash used for investment through ICS comes from redemptions of the client’s mutual fund or other investments outside of ICS, there can be tax consequences or additional cost from sales charges previously paid and redemption fees incurred. Such redemption fees would be in addition to the Wrap Fee on those assets. Certain clients who direct ICS Managers to execute transactions through an Unaffiliated Broker will not pay a Wrap Fee. These clients will pay one fee (“Program Fee”) that covers all of the services covered by the Wrap Fee except for execution of transactions and custodial services, which the client will pay for separately. The client can be charged a separate asset-based fee for execution of transactions through the broker-dealer named in the agreement and for custodial services or the client can pay separate transaction charges and custodial fees. The fee structure will be set forth in the ICS agreement or in other documents provided to the client. In addition to the Wrap Fee, each mutual fund or exchange-traded fund (ETF) in which a client may invest also bears its own investment advisory fees and other expenses. The mutual funds available through the ICS Program may be available directly from the funds pursuant to the terms of their prospectuses and without paying the Wrap Fee and exchange-traded funds are available outside of the Program without paying the Wrap Fee, subject to applicable commissions and/or transaction charges. Further, to the extent that cash used for investments through ICS comes from redemptions of client’s mutual fund or other investments outside of ICS, there can be tax consequences or additional cost from sales charges previously paid and redemption fees incurred. Such redemption fees would be in addition to the Wrap Fee on those assets. The broker-dealer and/or custodian will receive payments from certain mutual funds (including money market) pursuant to a 12(b)-1 distribution plan or other such plan as compensation for distribution or administrative services and are distributed from the fund’s total assets. These fee arrangements will be disclosed upon request of a client and are available in the applicable fund’s prospectus. LTCO and Ladenburg’s other Affiliated Broker-Dealers receive fees in connection with the client assets participating in the Bank Deposit Sweep Program and the Insured Cash Account Program, which fees are in addition to the management fee that Ladenburg receives in connection with such assets pursuant to the client’s advisory contract. 8  When your Program Account is maintained at one of our Affiliated Broker-Dealer’s clearing firms, Pershing, LLC (“Pershing”) or National Financial Services, Inc. (“NFS”), your free credit balance will be automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) (the “Sweep Program”). Under the Sweep Program, our Affiliated Broker-Dealers, maintain two FDIC-insured deposit programs, the Bank Deposit Sweep Program (“BDSP”) and the Insured Cash Account Program (“ICAP”), that create financial benefits for our Affiliated Broker-Dealers as described below. For certain Program Account types, free credit balances are swept to a money market mutual fund product (the “Money Market Mutual Fund Program”). Please see the Sweep Program Terms and Conditions document, available from your Financial Adviser or from the website listed below, for full details about the Sweep Program. As set forth in the terms of your Customer Agreement with our Affiliated Broker-Dealer, you may remove your Program Account from participating in the Sweep Program by notifying your Financial Adviser. If you remove your Program Account from the Sweep Program, cash balances will be held by the clearing firm as a free credit balance. In addition, there are always alternatives for the short-term investment of cash balances, including non-sweep money market mutual funds, treasury bills, and brokered certificates of deposit, that offer higher returns than the sweep options made available to you. FDIC Insured Deposit Program (BDSP & ICAP) Eligible account types: all accounts except ERISA Title 1 accounts, 403(b)(7), & Keogh plans. Free credit balances swept to a deposit account will earn interest that is compounded daily and credited to your Program Account monthly. Interest begins to accrue on the date of deposit with the banks participating in the program (“Program Banks”), through the business day preceding the date of withdrawal from the deposit account. The daily rate is 1/365 (or 1/366 in a leap year) of the posted interest rate. Bank Deposit Sweep Program-BDSP Our Affiliated Broker-Dealers have established deposit levels or tiers which ordinarily pay different rates of interest depending on deposit balances. Generally, Program Accounts with higher deposit balances receive higher rates of interest than accounts with lower balances. The interest rate payable to you is determined by our Affiliated Broker-Dealers and is based on the amounts paid by the Program Banks to obtain the deposits. The amount our Affiliated Broker-Dealers retain, less a fee paid to the clearing agent and the third-party administrator, will not exceed 600 basis points (6.00%) per year (the “Maximum Program Fee”) on the average daily balances held in the BDSP. Interest paid on the deposit accounts will always be lower than the rate of return on (i) other investment products that are not FDIC insured, such as money market mutual funds and (ii) on bank deposits offered outside of the BDSP. Ladenburg and your Financial Adviser do not receive any portion of the fees paid by the Program Banks. The income our Affiliated Broker-Dealers earn from Program Banks based on your balances in BDSP will in almost all circumstances be substantially greater than the amount of interest you earn from the same balances. As such, our Affiliated Broker-Dealers receive a substantially higher percentage of the interest generated by deposit balances in the BDSP than the interest credited to your accounts. When evaluating whether to utilize the Sweep Program and the extent to which the fee exceeds the interest rate you receive, you should assume that our Affiliated Broker-Dealers are receiving the Maximum Program Fee as described above. Insured Cash Account Program - ICAP Our Affiliated Broker-Dealers will receive a monthly per-account fee for services it provides in connection with maintaining and administering the Sweep Program for IRAs held in an advisory/ fee-based account (the “Sweep Account Fee”). The Sweep Account Fee that each of our affiliated broker-dealers can earn from Program Accounts participating in ICAP is subject to a maximum monthly per account fee that is between $30.25 and $34.50. Please refer to the applicable Sweep Program Terms and Conditions document, which you can obtain from your Financial Adviser or from the website listed below; refer to “Disclosures,” 9  then to the FDIC Insured Deposit Program used in your account (ICAP), for further details about the maximum monthly per account fee. The Sweep Account Fee does not depend on or vary with (and is not affected by) the actual amounts held in any particular account or your Program Account. Thus, the compensation for Program Accounts that participate in ICAP is composed solely of the Sweep Account Fee. The fee received may differ among each Program Bank. You will have no rights to the amounts paid by the Program Banks, except for interest actually credited to your account. The Sweep Account Fee will reduce the interest you are paid on the amount of assets in your Program Account. The Sweep Account Fee will generally be paid by the Program Banks on your Program Account’s behalf; however, the Fee or any portion thereof can be deducted directly from your Program Account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In the event that we debit all or a portion of the monthly account fee from your account, each such amount will be reflected on your account statement. The amount of fees received by our Affiliated Broker-Dealers, the clearing agent, and any other service provider reduces the interest you receive on your deposit account(s). Ladenburg and your Financial Adviser do not receive any portion of the fees paid by the Program Banks. Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to our Affiliated Broker-Dealers, a conflict of interest exists. A conflict of interest also arises because our Affiliated Broker-Dealers earn more compensation from cash balances being swept to or maintained in the Sweep Program than if you purchase other investment funds or securities. The more client deposits held in BDSP, and the longer such deposits are held, the greater the compensation our Affiliated Broker-Dealers, the clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation our Affiliated Broker-Dealers receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that our Affiliated Broker-Dealers earn two layers of fees on the same cash balances in client advisory accounts with them. In addition, a conflict of interest arises as a result of the financial incentive for our Affiliated Broker-Dealers to recommend and offer a Sweep Program over which they have control of certain functions. Our Affiliated Broker-Dealers have the ability to establish and change interest rates paid on Sweep Program balances, to select or change Program Banks that participate in the BDSP and ICAP, and to determine the tier levels (if applicable) at which interest rates are paid, all of which generates additional compensation for our Affiliated Broker-Dealers. Our Affiliated Broker-Dealers maintain policies and procedures to ensure recommendations made to you are in your best interest. For additional information about the Sweep Program for accounts custodied at Pershing and NFS, please visit our website located at https://osaic.com/disclosures/cash-sweep-program. Other forms of compensation that LTCO, Ladenburg’s Financial Advisers acting in their capacity as LTCO registered representatives, and/or Ladenburg’s other Affiliated Broker-Dealers can earn in connection with the sale of investment products recommended to clients by Ladenburg are described in the Other Financial Industry Activities and Affiliations section below. Item 5 – Account Requirements and Types of Clients The minimum amount of assets required to open an account in ICS is $100,000 for equity managers and $250,000 for fixed income managers. These minimums are subject to negotiation and can vary depending on the investment manager and/or strategy. ICS Managers may waive these minimums under certain circumstances or offer their investment models to Ladenburg for clients that might otherwise not have access to these ICS Managers due to account minimum constraints. Should the market value of an account fall below the stated minimum, Ladenburg will have 10  the right to require that additional monies be deposited to bring the account value up to the required minimum or close the account. The following types of clients may participate in ICS: individuals, including high net worth individuals, including small business owners, pension and profit-sharing plans, including the plan participants, trusts, estates and charitable organizations, corporations or other business entities, Taft-Hartley plans, and not for profit entities. Item 6 – Portfolio Manager Selection and Evaluation Ladenburg selects the ICS Managers that are available through the ICS program. If the ICS Manager manages accounts using more than one investment strategy, Ladenburg may also select which of these investment strategies to include in ICS. Thus, portfolio managers included in ICS may manage accounts using an investment strategy that is not included in ICS. Each ICS Manager has entered into a contract with Ladenburg to manage client accounts or provide investment models as set forth in the ICS client agreement. Ladenburg reviews portfolio managers and investment strategies to determine whether they should be included in ICS. These reviews generally employ a multi-phase approach to researching and selecting suitable managers. ICS Managers are evaluated using data and information from several sources, including the ICS Manager and, if available, independent databases. Among the types of information analyzed are historical performance, investment philosophy, investment style, historical volatility and correlation across asset classes. Also reviewed are the ICS Manager’s disclosure documents, marketing brochures, due diligence questionnaires and other relevant information that help demonstrate the ICS Manager’s investment process. Ladenburg does not, however, verify the accuracy of the information provided to our firm with outside data sources. ICS Manager performance is monitored by Ladenburg. ICS Managers who under-perform relative to the applicable asset class and or style will likely be removed from the program. Ladenburg practices careful judgment and discretion when determining whether to include each ICS Manager in the program. However, Ladenburg does not independently verify ICS Manager returns, but rather relies on the returns presented by the ICS Manager and/or third-party sources with the exception of those ICS Manager strategies which are managed directly by Ladenburg. Ladenburg also uses a third-party database to monitor and evaluate investment managers’ performance. The data is typically updated quarterly. The system provides customizable single manager reviews and reporting tools with statistics such as rate of return, standard deviation, alpha, beta, R squared, tracking error, Sharpe ratio, information ratio, etc. It also has customizable multi-manager comparisons, covering similar statistics on a total return and rolling return basis. Financial Advisers identify specific ICS Managers for particular clients based on asset size, any investment restrictions the client may wish to impose, any investment guidelines or policies that the client may have or other factors that may make a particular ICS Manager more desirable to the client. Clients are responsible for the initial selection of ICS Managers. Ladenburg has discretionary authority to replace any ICS Manager selected by a client, add one or more additional ICS Managers, or reallocate assets among selected ICS Managers at any time. Factors that would cause Ladenburg to replace an ICS Manager can include but are not limited to the following: the ICS Manager does not perform as well as other managers with a similar investment strategy or style, a change in management personnel or a change in their strategy or discipline that is deemed no longer beneficial to Ladenburg or the client, the determination of significant risk or impairment as discovered through due diligence, a significant regulatory deficiency, or a violation of the terms of agreement held between the ICS Manager and Ladenburg. Clients may also replace or add an ICS Manager by notifying Adviser in writing of both the new ICS Manager and the ICS Manager to be replaced, if applicable, subject to acceptance by 11  Ladenburg. For any period between terminating an old ICS Manager and acceptance of the account by a new ICS Manager an account will not be managed, but the Wrap Fee will continue to be charged to the account. Ladenburg may provide clients with information about ICS Managers. The information may be prepared by Ladenburg or by a third party and is based on and/or incorporates information provided by ICS Managers and other third-party sources. Ladenburg believes that this information is accurate; however, Ladenburg does not independently verify or guarantee the accuracy or completeness of the information. Ladenburg shall have no liability with respect to information provided by portfolio managers. Performance information may be included in the information provided by Ladenburg or may be provided by portfolio managers. This performance is calculated by the portfolio managers themselves or by third parties. This performance is not calculated or verified by Ladenburg (except in the case of affiliated portfolio managers) or by a third party at Ladenburg's request. Thus, this performance may not be calculated on a uniform and consistent basis. Clients will receive each ICS Manager’s disclosure documents. Clients should review the portfolio manager disclosure documents carefully for important information about the portfolio manager, including risks associated with the selected strategy (if applicable). Each portfolio manager is solely responsible for the truthfulness, completeness, and accuracy of its own disclosure document. Neither Ladenburg nor the Financial Advisers are responsible for the performance of any ICS Manager or investment model. In addition, neither Ladenburg nor the Financial Advisers shall not be responsible for any act or omission of any ICS Manager or any misstatement or omission contained in any document prepared by or with the approval of any ICS Manager or any loss, liability, claim, damage, or expense, whatsoever, as incurred, arising out of or attributable to such misstatement or omission or any other action or omission by an ICS Manager. Certain ICS Managers seek to execute and fill transactions for institutional and other non-Wrap Fee/separately managed program accounts prior to those for Wrap Fee/separately managed program accounts. This could have an adverse impact on the execution price clients receive if trades for institutional and non-sponsor program accounts impact the market and trading volume of the securities sought to be purchased with respect to the client’s account. ICS Manager trading and execution practices are described more fully in each ICS Manager's disclosure document. Ladenburg can act as an ICS Manager. Ladenburg may manage ICS assets when it is more appropriate for the client to fulfill part of an asset allocation with funds, rather than with individual securities. To the extent Ladenburg is selected to manage any account assets, Ladenburg will not earn any additional compensation for its services as an ICS Manager for the designated Account and there will be no ICS Manager’s Fee payable with respect to such designated account managed by Ladenburg. The client can also select Ladenburg as an ICS Manager to manage an account pursuant to a model portfolio provided by a third-party manager outside of the ICS Program. For these strategies, Ladenburg enters into a contract with the third-party money manager under which the manager agrees to provide the model portfolio to Ladenburg and to provide updates to that model portfolio to Ladenburg on a regular basis. In these cases, the third-party manager has no responsibility to manage any client accounts and does not act as investment adviser to any specific clients. Ladenburg is responsible for managing the account in accordance with the model portfolio. These strategies have varying degrees of risk that depend on the specific model portfolio involved. Ladenburg will provide clients with additional information about the risk involved in a particular model portfolio if the client is interested in, and is eligible to select, that particular strategy. 12  As with other ICS Managers, clients grant Ladenburg discretionary trading authority over the applicable ICS account. However, when the client selects a Ladenburg strategy under which Ladenburg manages accounts pursuant to a model portfolio provided by a third-party manager, Ladenburg generally limits trading in the account to trades necessary to keep the account consistent with the model portfolio. For these strategies, Ladenburg enters into a contract with the third-party money manager under which the manager agrees to provide the model portfolio to Ladenburg and to provide updates to that model portfolio to Ladenburg on a regular basis. Ladenburg may enter trades for accounts directly or may contract with a third party to makes trades in accordance with the model portfolio on Ladenburg’s behalf. Ladenburg will serve as overlay manager and implement the suggested portfolio of securities provided by ICS Manager. In this capacity, Ladenburg will effect transactions and rebalance assets in the Account so that the Account reflects the model chosen by Client. Ladenburg will not earn any additional compensation for managing and implementing the model. Individual Needs of Clients and Restrictions As described in Services, Fees and Compensation above, clients inform their Financial Adviser of their investment objectives, risk tolerance, and investment time horizon and give their Financial Adviser any applicable investment policies, guidelines, or reasonable restrictions. Clients can impose restrictions on the investments in their accounts, including designating particular securities or types of securities that should not be purchased for an account. A client also can request that the ICS Manager(s) manage the client's account in accordance with client-specified investment guidelines or policies or otherwise implement a strategy in the client's account in a manner that can differ from that in which the ICS Manager would otherwise implement the strategy in the account. The Financial Adviser will communicate any restrictions or guidelines imposed by the client to Ladenburg, who will communicate them to the applicable ICS Manager(s). The ICS Managers can reject the restriction or the account if the manager deems the restriction to be unreasonable. In the absence of client-specified investment restrictions, guidelines or policies and/or other modifications ICS Managers will generally manage accounts in a manner very similar to that of other clients who have selected the same ICS Manager(s). The client must promptly inform their assigned Financial Adviser of material changes in their financial circumstances or investment objectives. The Financial Adviser will periodically discuss, at least once a year, whether the management of the account continues to reflect the investment objectives and financial requirements of the client. Other Types of Accounts Ladenburg provides advice through other programs and services, which include other Wrap Fee programs. These programs and services are described in different disclosure documents which are available upon request. These programs and services generally are not managed using the same portfolio management strategies as Ladenburg use when acting as an ICS Manager. Performance-based Fees Clients in the ICS Program do not pay performance-fees- that is, fee based on a share of capital gains on or capital appreciation of the assets of a client. Methods of Analysis, Investment Strategies and Risk Each investment strategy and ICS Manager’s portfolio entail varying degrees of risk. There can be no assurance that a particular investment strategy or ICS Manager will be successful or that clients will not suffer losses. Results generated for each account will differ, and the investment advice provided to an 13  individual will differ from client to client. Investment performance is not guaranteed, and ICS Managers’ past performance with respect to a client’s account or other accounts does not predict future performance. When managing ICS assets, Ladenburg generally utilizes mutual funds, other types of registered investment companies, exchange-traded-funds, or private funds. Ladenburg can purchase shares in the Ladenburg Funds, for which Ladenburg acts as investment adviser and LTCO acts as distributor. These purchases create a conflict of interest because Ladenburg receives more compensation in connection with the purchase of these funds than it does in connection with the purchase of other funds. In addition, these funds pay fees in connection with services or distribution, such as 12(b)-1 fees to LTCO. To mitigate this conflict of interest, Ladenburg’s portion of the Program Fee is not assessed on the asset value of the Ladenburg Funds when the billing calculation is performed, and the Program Fee is deducted. The risks associated with investment in funds that invest primarily in private funds entails a significant amount of risk. The types of risk include: loss of all or a substantial portion of the investment due to leveraging, short selling or other speculative practices; lack of liquidity in that there may be no secondary market for the fund or the securities that make-up the fund, and none can develop or expect to develop; volatility of returns; restrictions on transferring interests in the fund; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; adviser risk; and less regulation and potentially higher fees than traditional mutual fund strategies. Ladenburg can also invest ICS assets in funds that invest primarily in Real Estate Investment Trusts (REITs). Investing in REITs involves additional risk due to potential adverse developments affecting the real estate industry and real property, such as economic recession, changes in interest rates, oversupply, competition from other management companies, property acquisition risks, development overruns, project completion delays, rising borrowing costs and tightening of available capital, defaults and insolvencies of major tenants, property damage, security threats, natural disasters, environmental clean-ups and liability lawsuits. The impact of these risks on the share price of funds that are concentrated in REIT investments can be high. Some ICS Managers can utilize leveraged mutual funds or ETFs and leveraged inverse mutual funds or ETFs (hereafter referred to as “leveraged funds”) as part of their investment strategy. Leveraged funds are investment vehicles that use debt and derivatives in order to magnify the returns of an underlying index on a daily basis. Trading in leveraged funds is designed to be a market timing or active trading strategy, are not as tax efficient as traditional ETFs/mutual funds and are not suitable as a long-term investment. Because leveraged funds reset each day, their performance can diverge from the performance of the underlying benchmark. Circumstances (e.g., market volatility) could result in the performance of your investment having negative returns even though the index tracked may have positive returns over the same time period. Ladenburg can also invest ICS assets in funds that invest primarily in futures. Investing in futures involves additional risk due to the use of derivatives which are often more volatile than other investments and can magnify the fund’s gains and losses. Investors considering these types of investment should have a long- term investment horizon as funds trading futures can experience immediate and substantial loss or gain due to relatively small movements in the price of a futures contract. ICS Managers providing model strategies for Ladenburg to manage, furnish rebalancing and constituent information to Ladenburg periodically. Due to unavoidable variables, such as, but not limited to, timing and trading volume, model change transactions entered by Ladenburg will be completed sometime after the ICS Manager has effected transactions for accounts under direct management of the ICS Manager. As a result, accounts managed by Ladenburg which are following an ICS Manager model, could be disadvantaged and model performance can differ from the performance achieved by clients under the 14  investment discretion of the ICS Manager. Due to securities regulation, Ladenburg reserves the right to reject or delay recommendations provided by the ICS Manager. For more information about the risks of investment in a particular fund, see the fund’s prospectus or offering document, as applicable. Voting Client Securities The designation for voting of proxies for securities will be defined in the respective Ladenburg-ICS client agreement, under the section “Proxies”. If the ICS Manager is delegated to vote proxies for securities in the account (as per the respective Ladenburg-ICS agreement) it will do so in accordance with the ICS Manager’s policies and procedures regarding proxy voting. Client authorizes each ICS Manager to vote proxies for securities held in the Account(s) managed by the ICS Manager on Client’s behalf. If Ladenburg is acting as an ICS Manager or following an ICS provided model and if Ladenburg is delegated to vote proxies for securities in the account, (as per the respective Ladenburg-ICS client agreement) it will do so, in accordance with Ladenburg’s policies and procedures regarding proxy voting. This delegation to Ladenburg may be revoked at any time by written notice to Ladenburg. Ladenburg has proxy voting policies and procedures which contain guidelines in order to minimize conflicts of interest and to ensure that it votes proxies in a manner consistent with the best interests of its clients. A copy of these policies and procedures is available upon request. Further, clients can obtain information from Ladenburg on how their proxies were voted by submitting a written request to Ladenburg. For accounts where Ladenburg nor the ICS Manager is delegated to vote proxies for securities in the account, Client understands and agrees that Client retains the right to vote all proxies, which are solicited for securities held in the Client’s Account. Ladenburg, Financial Adviser and ICS Manager(s), are expressly precluded from taking any action with respect to the voting of proxies solicited by, or with respect to, issuers of any securities held within the Account. In addition, Ladenburg, Financial Adviser or ICS Manager, will not take any action or render any advice with respect to any securities held in the Account that are named in or subject to class action lawsuits. Financial Adviser, however, can forward to Client any information received by the Financial Adviser regarding class action legal matters involving any security held in the Program Account. Item 7 – Client Information Provided to Ladenburg As described in “Services, Fees and Compensation” above, clients inform their Financial Adviser of their investment objectives, risk tolerance, and investment time horizon and give their Financial Adviser any applicable investment policies, guidelines, or reasonable restrictions. The Financial Adviser also provides this information to Ladenburg and is responsible for communicating any changes to the client’s investment objective, risk tolerance, investment time horizon and any new investment policies, guidelines or reasonable restrictions requested by the client. Ladenburg will communicate the information to the ICS Managers. Clients may impose reasonable restrictions on the investments in their accounts, including designating particular securities or types of securities that should not be purchased for an account. The Financial Adviser will communicate any restrictions imposed by the client, or any changes to these restrictions that the client makes, to Ladenburg. Ladenburg will communicate the information to the applicable ICS Managers. The ICS Managers may reject the restriction or the account if they deem the restriction to be unreasonable. Item 8 – Client Contact with Ladenburg Clients are encouraged to contact their Financial Adviser to arrange for a consultation with Ladenburg and/or ICS Managers. Clients are also free to contact Ladenburg or the ICS Managers directly. 15  Item 9 – Additional Information Disciplinary Information On August 25, 2016, pursuant to an offer of settlement by Ladenburg and as part of an enforcement sweep of 13 investment advisers, the SEC entered an order against Ladenburg (the "Order") making findings -- which Ladenburg neither admitted nor denied -- and imposing sanctions consisting of a cease-and-desist order and a civil money penalty. The Order indicates that Ladenburg violated Section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and rule 206(4)-1(a)(5) thereunder by incorporating into certain advertisements for the Alpha Sector strategies offered through an Ladenburg wrap-fee program some inaccurate performance information provided by F-Squared Investments, Inc. (“F-Squared”), without having a reasonable basis to conclude that the information was true. The Order also indicates that Ladenburg violated the Advisers Act’s recordkeeping provisions by failing to maintain records to substantiate the advertised performance information supplied by F-Squared. The Order acknowledges that Ladenburg’s wrap-fee brochure disclosed that Ladenburg did not verify performance information supplied by third-party managers used in the wrap-fee program. For more information about any disciplinary events that are material to an evaluation of our affiliates listed below in Other Financial Industry Activities and Affiliations section, or a separately registered adviser, please see their disclosure brochure. Other Financial Industry Activities and Affiliations Ladenburg Thalmann Asset Management Inc. (“Ladenburg”) is a registered investment advisory firm and has been in business since October 29th, 1982. Ladenburg is a wholly owned subsidiary of Osaic Holdings, Inc., which is indirectly owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. RCP Artemis Co-Invest, L.P. and is controlled by various other entities including RCP Artemis Co-Invest GP, LLC, RCP Opp Fund II GP, L.P., RCP Genpar L.P., RCP Genpar Holdco LLC, MRB ICBC LLC, and The Berliniski Family 2006 Trust. Osaic Holdings, Inc. owns both Ladenburg and LTCO, a registered broker-dealer. As explained in the Fees and Compensation section above, LTCO can execute trades on behalf of clients who receive advisory services from Ladenburg. LTCO receives compensation for these brokerage services, which it shares with Ladenburg Financial Advisers, who are also registered broker-dealer representatives of LTCO. Ladenburg has the following affiliates, which are wholly owned subsidiaries of Osaic Holdings, Inc. or wholly owned subsidiaries of one of Osaic, Inc.’s affiliates. Owned by Osaic Holdings, Inc. Owned by Osaic Holdings, Inc. Owned by Osaic Holdings, Inc. Owned by Osaic, Inc. Ladenburg Thalmann & Co. Inc. (LTCO) Broker/Dealer Osaic Advisory Services, LLC Registered Investment Advisor Premier Trust, Inc. Trust Company Osaic Wealth, Inc. Registered Investment Advisor, Broker/Dealer Highland Capital Brokerage Insurance Company Osaic Institutions, Inc. Registered Investment Advisor, Broker/Dealer Owned by Osaic Holdings, Inc. Owned by Osaic Institutions Holdings, Inc. Ladenburg also has Related Persons, who are under common control of Ladenburg’s parent company, Osaic Holdings, Inc. The following chart details the related persons, which are wholly owned subsidiaries of Osaic, Inc., which is a wholly owned subsidiary of Osaic Holdings, Inc. Owned by Osaic Holdings, Inc. Osaic, Inc. Holding Company 16  Owned by Osaic, Inc. Owned by Osaic Holdings, Inc. Owned by Osaic, Inc. Owned by Osaic Holdings, Inc. Vision2020 Wealth Management Corp. Registered Investment Advisor Osaic Institutions Holdings, Inc. (OIHI) Holding Company Osaic Services, Inc. Broker/Dealer CW Advisors, Inc. Registered Investment Advisor Ladenburg has Related Persons, who are not under common control of Ladenburg’s parent company, Osaic Holdings, Inc. and are not wholly owned subsidiaries of Osaic Holdings, Inc. or Osaic Inc. Black Diamond Financial, LLC. (BDF) Registered Investment Advisor 100% owned by Black Diamond Financial Holdings, LLC BDF is solely owned by Black Diamond Financial Holdings, LLC, which in turn is principally owned and controlled by Philip Blancato and Jaime Desmond. Philip Blancato and Jaime Desmond function as CEO and COO of Ladenburg respectively. In certain circumstances, BDF recommends Ladenburg’s advisory services to clients. The recommendation by BDF that a client engage Ladenburg for investment advisory services presents a conflict of interest, as the receipt of compensation provides an incentive to recommend Ladenburg’s services, rather than on a particular client’s need. BDF has policies and procedures to address these conflicts, and no client is under any obligation to engage the services of Ladenburg. Business Operations with Affiliates & Related Persons Some of our business operations involve directing clients to products or services of our Affiliated and/or Related Persons. In that case we or our Affiliated/Related Persons can receive compensation when doing so which results in a conflict of interest. Most of our Advisory Representatives are associated with LTCO, Osaic Wealth, Inc., Osaic Institutions as Registered Representatives or Osaic Advisory Services, LLC as Investment Adviser Representatives. Your Advisory Representative will take into consideration all types of accounts/programs that could be offered (i.e., both brokerage and advisory accounts) when making the recommendation of an account and the Affiliated/Related Persons maintain policies and procedures to ensure recommendations made to you are in your best interest. Osaic Wealth, Inc. Osaic Institutions, Inc. and Osaic Advisory Services, LLC (together the “Osaic Firms”) have agreements with Envestnet that allows its Advisory Representatives to offer Third-Party Money Managers to its clients through the Wealth Management Program via the Firms’ custodial relationships. The Wealth Management Program allows clients to establish accounts using Fund Strategist Portfolios, Separately Managed Account Portfolios, Unified Managed Account Portfolios and Strategist Unified Managed Account Portfolios . Ladenburg is among the Third-Party Money Managers that can be recommended to clients through the Wealth Management Program. The Osaic Firms have a conflict of interest when recommending Ladenburg to clients. The Osaic Firms earn more total compensation when a client selects Ladenburg as a Third-Party Money Manager than they would earn if the client selects certain other unaffiliated Third-Party Money Managers. Thus, the Osaic Firms’ Advisory Representatives have a conflict of interest because of an incentive to recommend certain managers over others. The Osaic Firms address these conflicts of interest through policies and procedures that, among other things, require Advisory Representatives to make suitable recommendations, to act as a fiduciary to clients, and to act solely in the clients’ best interests. 17  For more information regarding Osaic Wealth, Inc. Osaic Institutions, Inc. and Osaic Advisory Services, LLC and the programs the investment advisory services and programs they offer, please visit www.adviserinfo.sec.gov and refer to their respective registered investment adviser’s Form ADV Part 2A. Certain principal executive officers of Ladenburg may be employees, officers, or directors of affiliates listed above. These permitted additional responsibilities could be viewed as creating a conflict of interest in that the time and effort of the directors, officers, principals and employees of Ladenburg because they will not be devoted exclusively to the business of Ladenburg and can have conflicts of interest due to their loyalties to the different entities. Certain of Ladenburg’s principal executive officers, members of the Ladenburg investment committee and other individuals who determine investment advice given to clients can be registered representatives of LTCO. Ladenburg Financial Advisers can recommend Premier Trust to provide trust and administrative services. Premier Trust is a Nevada chartered trust company that provides trust, estate planning and administrative services. When making any recommendation, the Financial Adviser first consider whether Premier Trust can adequately service client needs and whether any other efficiencies or benefits will result to the client. Clients are not obligated to follow our recommendations or use Premier Trust’s services. When used, Premier Trust provides full disclosure with respect to its trust and administrative services and related costs. Ladenburg Financial Advisers can recommend Highland Capital Brokerage (Highland) to provide insurance products and services. Highland is an independent insurance brokerage firm that distributes fixed and variable life insurance, disability insurance, fixed and indexed annuities, and long-term care solutions to financial professionals and their clients. Some employees of Highland are also registered with our broker/dealer affiliates. Financial Advisers can receive indirect compensation in the form of rebated fees when recommending and selling Highland products to you. This is a conflict of interest as Financial Advisers have an incentive to recommend and sell these products to you. Ladenburg Financial Advisers can recommend that clients invest in the Ladenburg Funds for which Ladenburg acts as investment adviser, and LTCO acts as distributor. Transactions for the funds are generally executed through LTCO. For more information see the prospectus. These recommendations create a conflict of interest because Ladenburg and LTCO generally receive more compensation in connection with the purchase of these investments than they do in connection with the purchase of other investments. In addition, these funds pay fees in connection with services or distribution, such as 12b-1 fees. These fees are paid to LTCO as broker-dealer. As explained above, LTCO acts as a dealer with respect to certain securities, and as such, can execute transactions for Ladenburg clients as principal. As a dealer, LTCO can receive a "mark-up," "mark-down," and/or spread in the net price at which principal transactions are executed. This compensation is in addition to other compensation that client pays to Ladenburg and its affiliates. Thus, Ladenburg has a conflict of interest in recommending or deciding to execute trades through LTCO on a principal basis. Ladenburg addresses this conflict of interest in the following ways. After receiving disclosures about a specific principal transaction with LTCO, clients have the opportunity to reject the transaction before it is completed, to the extent required by applicable law. In addition, Ladenburg has policies and procedures in place to assure that clients receive best execution with respect to principal trades, regardless of whether the trade is executed by LTCO or an unaffiliated dealer. Ladenburg can also recommend that clients invest in securities issued in an initial public and/or secondary offerings (“new issues”) for which LTCO acts as a manager, underwriter and/or a member of the selling group. Ladenburg has a conflict of interest in recommending these securities for several reasons. First, 18  LTCO receives all or a portion of the gross spread – the difference between the price that the client pays for the security and the price that LTCO purchases the security for -- in connection with such sales. This gross spread is generally 7% but can be higher or lower in connection with certain offerings. Ladenburg Financial Advisers generally receive a portion of this compensation as broker-dealer representatives of LTCO. In addition, LTCO has a substantial interest—both financially and with respect to its reputation— in assuring that the offering is successful by having a large number of the securities purchased. Finally, in connection with certain offerings, LTCO has an obligation to purchase and resell a certain number of securities. Thus, because of its affiliation with LTCO, Ladenburg has incentives to recommend investments in these offerings for these reasons, rather than based on a client’s needs. To address these conflicts, Ladenburg has policies and procedures in place to make sure that securities in initial public offerings are recommended only to clients for whom they are suitable given the client’s investment objectives and assets. In addition, clients are generally given transaction specific disclosure prior to the client’s decision to invest in such securities. Securities acquired in initial public and secondary offerings may be oversubscribed and Ladenburg has policies and procedures in place for the allocation process. Ladenburg can compensate its Financial Advisers for the costs of marketing, distribution, business and client development and educational enhancement incurred by the Financial Adviser for the promotion of Ladenburg’s services. This compensation may be based on based on assets under management or otherwise advised. Reverence Capital Partners manages the private investment funds that indirectly own a majority of Osaic Holdings, Inc., which in turn owns the Firm, as well as private investment funds that hold a minority investment in Envestnet. In addition, select management and Financial Advisers own less than 0.5%, indirectly through a Reverence Capital Partners-controlled entity, in Envestnet. As a result, Financial Advisors associated with Osaic Wealth Inc., Osaic Advisory Services, LLC, Osaic Institutions. Inc. and Vision2020 Wealth Management Corp in particular, have an incentive to offer and recommend to you programs that use Envestnet’s services. Osaic Wealth Inc., Osaic Advisory Services, LLC, Osaic Institutions. Inc. and Vision2020 Wealth Management Corp have procedures designed to mitigate this conflict. Payments from Third Parties In addition to the various types of compensation Ladenburg’s affiliates may earn from clients in connection with effectuating the investment advice Ladenburg renders to clients, these affiliates can also receive payments from third parties in connection with services rendered to Ladenburg’s clients. For example, LTCO and other affiliated broker-dealers can receive distribution or service (“trail”) fees from the sale of certain unaffiliated mutual funds (including money market funds) pursuant to a 12(b)-1 distribution plan or other such plan as compensation for distribution or administrative services. These fees are distributed from the fund’s total assets. LTCO can pay a portion of the distribution fees it earns to Ladenburg’s Financial Advisers in their capacity as broker-dealer representatives of LTCO. For certain accounts custodied at NFS, LTCO credits 12b-1 fees received for Ladenburg Financial Advisers back to the client accounts. Because not all of Ladenburg’s affiliated broker-dealers follow the same practice, an account’s receipt of 12b-1 credits can depend on the broker-dealer chosen to effect trades for the account. Ladenburg’s affiliated broker-dealers can also participate in revenue-sharing arrangements based on fees paid by mutual funds to participate in No-Transaction-Fee (“NTF”) platforms made available by custodians. Ladenburg’s affiliates can also receive payments called “revenue sharing payments” and/or “marketing allowances” from certain product sponsors (“Strategic Partners”) including mutual funds, insurance companies, and Non-Traded products such as Real Estate Investment Trusts (“REITS”). These payments are not shared with Ladenburg’s Financial Advisers. For more detailed information about the products in the Strategic Partners program, you may request the complete disclosure document from your Financial Adviser. 19  Qualified custodians are another source of revenue to Ladenburg’s affiliated broker-dealers. Specifically, NFS and Pershing provide significant compensation to our affiliated broker-dealers in their capacity as introducing broker/dealer to offset its general operating expenses based on the number of accounts and/or account assets held by our affiliated broker dealers. The specific terms of this compensation differ between NFS and Pershing. Certain custodian fees can apply to your brokerage accounts. In some instances, the affiliated broker-dealers pays a portion of the fee charged. In other instances, the affiliated broker-dealers apply a markup to these fees. In this regard, Ladenburg’s affiliated broker-dealers can receive revenue based upon client activity, as well as the amount of assets custodied with these firms. The types of revenue include, but are not limited to, margin interest charges, IRA fees, inactivity fees, 12b-1 trails and other fees set forth in the custodian’s Schedule of Client Fees and Charges. Our affiliated broker-dealers exercise no discretion, nor provide any advice or recommendation in the selection of the Custodian for any specific account or client. As a result, any difference in compensation to our affiliated broker-dealers is based solely on the contracts with the Custodians and your Financial Adviser’s election of a Custodian. Secondly, Financial Advisers do not share in any compensation paid by the custodians to our affiliated broker-dealers. As a result, Financial Advisers have no financial conflict of interest in any recommendation of a Custodian to clients. For more information regarding custodial fees and the above forms of compensation, please see the Disclosures section of the respective affiliated broker-dealer at our Parent Company’s website: https://osaic.com/disclosures for the Pershing and NFS Schedule of Client Fees and Charges. Conflicts of Interest The various compensation arrangements discussed in this section of the Brochure present conflicts of interest for Ladenburg, because they incentivize the firm and its Financial Advisers to select or recommend products that provide such payments. To mitigate these conflicts, Ladenburg prohibits its Financial Advisers and other supervised persons from selecting or recommending any product based solely on payments that Ladenburg, its employees or its affiliates receive in connection with the promotion of that product. Instead, Ladenburg requires Financial Advisers and other supervised persons to advise and make recommendations in clients’ best interests, taking into account clients’ needs, investment objectives and risk tolerances. Ladenburg maintains policies and procedures to ensure recommendations are suitable and require that its Financial Adviser always acts in the client’s best interest. Ladenburg also maintains a supervisory structure to monitor the advisory activities of its Financial Advisers to reduce conflicts of interest. Ladenburg offers a number of investment advisory programs that can include the Ladenburg Funds, a series of mutual funds that are managed by Ladenburg. Since Ladenburg receives an internal management fee from the funds, a conflict of interest exists. To mitigate this conflict, Ladenburg has policies and procedures governing the programs that include an allocation to the Ladenburg Funds. Ladenburg can provide investment advisory services to family, friends, or other individuals at no cost or at a reduced rate. This practice presents a conflict of interest as Ladenburg can have an incentive to favor these clients. However, Ladenburg provides advice based on the best interests of all clients, and this practice does not impact the fiduciary duty owed to any client. Code of Ethics and Personal Trading Ladenburg has adopted a Code of Ethics for all supervised persons of Ladenburg, describing its high standards of business conduct, and fiduciary duty to clients. All supervised persons at Ladenburg must acknowledge the terms of the Code of Ethics and personal securities transactions and holdings annually, or 20  as amended. The Code of Ethics sets forth detailed policies and procedures regarding the personal trading of its personnel. The Code of Ethics also contains policies and procedures to prevent the misuse of material, non-public information by Ladenburg’s officers and employees. A copy of the Ladenburg Code of Ethics may be obtained by writing to: Ladenburg Thalmann Asset Management Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019. Ladenburg personnel are required to conduct their personal investment activities in a manner that is not detrimental to its advisory clients. Ladenburg personnel are not permitted to transact in securities except under circumstances specified in the Code of Ethics. Ladenburg may give advice, take action, or hold or deal in securities for some clients or accounts, including Ladenburg’s own accounts, which differs or can be similar at times from the advice it gives, action it takes, or securities it holds or deals for other clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of Ladenburg will: (a) observe applicable legal (including compliance with applicable state and federal securities laws) and ethical standards in the performance of their duties; (b) at all times place the interests of clients first while, at the same time, allowing employees to invest for their own accounts; (c) disclose all actual and potential conflicts; (d) adhere to the highest standards of loyalty, candor and care in all matters relating to clients; (e) conduct all personal trading consistent with the Rules and in such a manner as to avoid any actual or potential conflict of interest or any abuse of their position of trust and responsibility; and (f) not use any material non-public information in securities trading. The Code of Ethics also establishes policies regarding other matters such as outside employment, the giving or receiving of gifts, and safeguarding portfolio holdings information. Under the Code certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of Ladenburg’s clients. In addition, the Code requires pre-clearance of many transactions, and restricts trading in close proximity to client trading activity. These pre-clearance requirements and the exceptions are defined in the Code of Ethics. Ladenburg and its employees may not enter orders for accounts in which they have a beneficial ownership interest to benefit from their knowledge of clients’ orders in a particular security (“front- running”). Ladenburg defaults to LTCO’s front running and personal trading policies as the affiliate broker dealer. In addition to those requirements, Ladenburg Access Persons will not be approved to trade in securities that are ETFs and/or Mutual Funds that are held in Ladenburg’s discretionary portfolios within 5 days of a rebalance by Ladenburg. Because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between Ladenburg and its clients. Certain clients also can maintain accounts at LTCO for which Ladenburg does not act in an advisory capacity. In providing execution services to these accounts separately and apart from the client’s advisory accounts, LTCO can enter into transactions as principal. These activities are separate and apart from Ladenburg’s advisory services. The Code of Ethics is enforced through compliance monitoring activities and surveillance. In cases where the firm discovers that an employee has violated a firm policy and/or procedure, the firm’s code of business conduct or code of ethics, a state or federal law, regulation of the SEC, or other regulatory agency, the Compliance Department will take appropriate steps to investigate the circumstances and will take action commensurate with the manner of the violation. Such actions could take the form of a written warning to the employee in conjunction with the firm’s Legal Department or be as serious as disciplinary action up to and including termination. Any such investigations will be brought to the appropriate regulator’s attention, if necessary, which can result in a disclosure of the violation on the employee’s U-4 form, if required. 21  Review of Accounts The Financial Adviser is primarily responsible for reviewing the investment objectives, risk tolerance, and investment time horizon, and any investment policies, guidelines, on an on-going basis to ensure that the investment manager(s) selected by the client continue to be suitable for the client, taking into account any changes to the information provided by the client. Ladenburg generally reviews ICS Managers and accounts at least quarterly. These reviews are performed by Ladenburg’s Investment Committee and Compliance Officer. Ladenburg or the Financial Adviser may provide clients with quarterly performance reviews of ICS accounts. Ladenburg and the Financial Adviser may not provide tax advice, and nothing in the performance review should be construed as advice concerning any tax matter. Performance reviews are not a substitute for regular monthly account statements received from the custodian or Form 1099. Performance reviews should not be used to calculate fees or to complete income tax returns. Upon a client's specific request and subject to the relevant firm’s policies and procedures and applicable law, the performance review may include information about assets outside the program. By including any such assets in the performance review, the firm is not undertaking to provide or responsible for providing any services with respect to those assets. Client Referrals and Other Compensation Ladenburg may enter into agreements with third parties that will solicit clients for Ladenburg and receive compensation for solicitation efforts. In such instances, the third-party solicitor will receive either a percentage of, or a set fee from, the fee charged to the client. If a solicitor is used in connection with a client’s account, the structure and arrangement of the solicitation agreement, as well as the compensation paid to the solicitor, will be fully disclosed to the client. This disclosure will be acknowledged in writing by the client when participating in a Ladenburg program. The fee charged to a client is not affected by the use of a third-party solicitor in connection with client accounts, and a client will not be charged any additional fees for the use of such services. Financial Information Ladenburg does not require prepayment of advisory fees six months or more in advance. Ladenburg has never been the subject of a bankruptcy petition. 22  Ladenburg Thalmann Asset Management (“Ladenburg”) - Privacy Notice FACTS What does Ladenburg Thalmann Asset Management Inc. do with your personal information? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or services you have with us. This information can include: Investment Performance Information  Social Security Number, Date of Birth, and Income  Assets and Investment Experience  Employment Information and Tax Reporting  Account Transactions and Retirement Assets  How? When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Ladenburg chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Does Ladenburg share? Can you limit this sharing? Yes No For our everyday business purposes – to administer, manage and service customer accounts, process transactions and provide related services for your accounts, it is necessary for us to provide access to personal information with companies affiliated with Ladenburg and to certain nonaffiliated companies. We may share your personal information: To process your transactions, maintain your account, respond to court orders and legal investigations, respond to regulatory requests, or report to credit bureaus or government entities with parent and Affiliate companies of Ladenburg, Inc. including but not limited to: • Ladenburg Thalmann & Co. (LTCO) • Osaic, Inc. and its affiliated companies with nonaffiliated entities that perform services for us or function on our behalf (such as check printing services, clearing broker-dealers, investment companies, and insurance companies) with third -party administrators and vendors for the purposes of providing current and future information on your account (such as transaction history, tax information and performance reporting). For our marketing purposes – to offer our products and services to you Yes No Yes No For joint marketing with other financial companies- Federal and certain state laws give us the right to share your information with banks, credit unions, retirement plans and other financial companies where a formal agreement exists between us and them to provide or market financial products or services to you. However, we will not share your information with these financial companies for marketing purposes if your financial professional is not affiliated with them without your consent, but we may share information with these financial companies where necessary to service your accounts. 23  For our affiliates to market to you Yes Yes For nonaffiliates to market to you No We do not share For customers of Ladenburg and LTCO Yes Yes  If your financial professional terminates his or her relationship with us and moves to a New Firm, we or your financial professional may disclose your personal information to the New Firm, unless you instruct us not to. If you do not want us or your financial professional to disclose your personal information to the New Firm when your financial professional terminates his or her relationship with us, you may request that we and your financial professional limit the information that is shared with the New Firm.  Your personal information may also be shared with certain entities that are owned, controlled by or affiliated with your financial professional, such as an independent insurance agency, accounting firm or independent investment advisory firm.  In the event your financial professional (or his/her estate) agrees with an unaffiliated financial professional or unaffiliated brokerage or investment advisory firm to sell all or some portion of his/her securities, advisory or insurance business, your personal information may be shared with the acquiring financial professional and/or the New Firm. If you live in Alaska, California, Massachusetts, Maine, North Dakota or Vermont, under certain circumstances, we are required as a financial institution to obtain your affirmative consent to share your personal information with a Nonaffiliate. If you live in any state other than those listed, under certain circumstances, you may opt-out of Ladenburg sharing your Personal Information with a Nonaffiliate. If you opt-out, you will continue to receive annual privacy notices as required by the SEC. However, you do not need to respond to maintain a previous opt-out designation. Please refer to the “To Limit Our Sharing” section for ways to opt-out. Who We Are Who is providing This Notice? Ladenburg and its Affiliates. Our Affiliates covered under this privacy notice include the following entities:  Ladenburg Thalmann & Co. (LTCO)  Osaic, Holdings Inc. and its affiliated companies. For a copy of Osaic Holdings Inc.’s privacy policy, please visit: osaic.com/disclosures/privacy-policy What We Do To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We train our employees in the proper handling of personal information. We require companies that help provide our services to you to protect the confidentiality of personal information they receive. How does Ladenburg Thalmann Asset Management protect my personal information? 24  We collect your personal information, for example, when you:  Open an account or apply for insurance;  Seek advice about your investments;  Enter into an investment advisory relationship;  Provide account information or  Make deposits or withdrawals from your account. How Does Ladenburg Thalmann Asset Management collect my personal information? We also collect personal information from others, such as credit bureaus, affiliates, or other companies. Federal law gives you the right to limit only: Why can’t I limit all sharing?  Sharing for affiliates’ everyday business purposes – information about your creditworthiness  Affiliates from using your information to market to you  Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. To the extent you provide health information to Ladenburg for the purpose of applying for insurance products, such information will not be disclosed to nonaffiliated companies for any purpose, except: Other Important Information Use and Disclosure of health information:    to underwrite or administer your insurance policy or related claims as required by law as authorized by you To limit our sharing You may limit the sharing of your personal information ("Opt-Out") by calling 1-800-215- 1570 if you received this privacy notice by regular mail. Please note: When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. Questions? In the event you decide to Opt-Out, your decision will be recorded as limiting the sharing of personal information for all applicable options. In other words, if you Opt-Out your personal information will not be shared by Ladenburg or an Affiliate: (i) with your financial professional's new broker-dealer in the event he or she leaves Ladenburg or an Affiliate and joins a New Firm or sells his/her securities, advisory or insurance business to a nonaffiliated company; (ii) with affiliated entities of your financial professional or any bank or credit union that your financial professional is affiliated with; and (iii) with Affiliates of Ladenburg that you do not already have an existing relationship with for the purpose of marketing products or services to you. Go to www.ltam.com This Privacy Notice applies to products and services used primarily for personal, family, trusts, corporation or entity and ERISA account purposes. We reserve the right to change this Privacy Notice, and any of the practices described within this policy, at any time. 25