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1712 Eastwood Road, Suite 212
Wilmington, North Carolina 28403
Telephone: (910) 319-7834
Facsimile: (877) 203-4258
www.omnistarfinancial.com
February 12, 2026
Form ADV Part 2A
Disclosure Brochure
This brochure provides information about the qualifications and business practices of OmniStar
Financial Group. If you have any questions about the contents of this brochure, please contact us at
(910) 319-7834. 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 OmniStar Financial Group is available on the SEC's website at
www.adviserinfo.sec.gov.
OmniStar Financial Group is a registered investment adviser. Registration with the United States
Securities and Exchange Commission or any state securities authority does not imply a certain level of
skill or training.
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Item 2 Summary of Material Changes
Form ADV Part 2 requires registered investment advisers to amend their brochure when information
becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure,
the adviser is required to notify you and provide you with a description of the material changes.
Since the filing of our last annual updating amendment, dated February 10, 2025 we have the following
material change to report:
Philip Clark, CEO of OmniStar Financial Group, Inc., is the founder of The OmniStar Foundation, a
501(c)(3) non-profit organization organized for charitable religious, educational, and scientific
purposes. Clients of our Company may be asked if they wish to donate to The OmniStar Foundation
however they are under no obligation to do so.
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Item 3 Table Of Contents
Item 1 Cover Page
Item 2 Summary of Material Changes
Item 3 Table Of Contents
Item 4 Advisory Business
Item 5 Fees and Compensation
Item 6 Performance-Based Fees and Side-By-Side Management
Item 7 Types of Clients
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
Item 9 Disciplinary Information
Item 10 Other Financial Industry Activities and Affiliations
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Item 12 Brokerage Practices
Item 13 Review of Accounts
Item 14 Client Referrals and Other Compensation
Item 15 Custody
Item 16 Investment Discretion
Item 17 Voting Client Securities
Item 18 Financial Information
Item 19 Requirements for State-Registered Advisers
Item 20 Additional Information
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Item 4 Advisory Business
Description of Services and Fees
OmniStar Financial Group is a registered investment adviser based in Wilmington, North Carolina. We
are organized as a corporation under the laws of the State of North Carolina. We have been providing
investment advisory services since 2006. Phillip L. Clark is our firm's principal owner. Currently, we
offer the following investment advisory services, which are personalized to each individual client:
• Wealth Management Services
• Financial Planning Services
• Pension Consulting Services
The following paragraphs describe our services and fees. Please refer to the description of each
investment advisory service listed below for information on how we tailor our advisory services to your
individual needs. As used in this brochure, the words "we", "our" and "us" refer to OmniStar Financial
Group and the words "you", "your" and "client" refer to you as either a client or prospective client of our
firm. Also, you may see the term "Associated Person" throughout this brochure. As used in this
brochure, our Associated Persons are our firm's officers, employees, and all individuals providing
investment advice on behalf of our firm.
Wealth Management Services
We offer discretionary portfolio management services. Our investment advice is tailored to meet our
clients' needs and investment objectives. If you retain our firm for portfolio management services, we
will meet with you to determine your investment objectives, risk tolerance, and other relevant
information (the "suitability information") at the beginning of our advisory relationship. We will use the
suitability information we gather to develop a strategy that enables our firm to give you continuous and
focused investment advice and/or to make investments on your behalf. Once we construct a
discretionary investment portfolio for you, we will monitor your portfolio's performance on an ongoing
basis,\ and will re-balance the portfolio as required by changes in market conditions and in your
financial circumstances.
If you participate in our discretionary portfolio management services, we require you to grant our firm
discretionary authority to manage your account. Discretionary authorization will allow our firm to
determine the specific securities, and the amount of securities, to be purchased or sold for your
account without your approval prior to each transaction. Discretionary authority is typically granted by
the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization
forms. You may limit our discretionary authority (for example, limiting the types of securities that can be
purchased for your account) by providing our firm with your restrictions and guidelines in writing.
Our fee for portfolio management services is based on a percentage of your assets we manage and is
set forth in the following fee schedule:
Annual Fee Cover Call Fee Rates
2.00%
1.75%
1.25%
1.00%
0.85%
0.65%
0.65%
0.65%
Account Fee Schedule
Assets Under Management
$15,000 - $299,999
$300,000 - $499,999
$500,000 - $999,999
$1,000,000 - $2,999,999
$3,000,000 +
*Legacy clients may be charged under a different fee schedule.
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Clients with account sizes greater than $250,000 under our management may be eligible to participate
in our Momentum Strategy. Account sizes greater than $500,000 may be eligible to participate in
our Equity Income and Growth & Income Strategies. Account sizes greater than $1,000,000 may be
eligible to participate in our Institutional Strategy. Our ETF Strategies are not subject to a minimum
account size.
Our annual portfolio management fee is billed and payable monthly in advance based on the value of
your account on the last day of the previous month. If the portfolio management agreement is executed
at any time other than the first day of a calendar month, our fees will apply on a pro rata basis, which
means that the advisory fee is payable in proportion to the number of days in the month for which you
are a client. Our advisory fee is negotiable, depending on individual client circumstances, the type of
services to be provided, and the experience and expertise of our firm.
At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our fee schedule stated above.
We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when the following requirements are met:
• You provide our firm with written authorization permitting the fees to be paid directly from your
account held by the qualified custodian.
• The qualified custodian agrees to send you a statement, at least quarterly, indicating all
amounts dispersed from your account including the amount of the advisory fee paid directly to
our firm.
We encourage you to reconcile our invoices and reports with the statement(s) you receive from the
qualified custodian. If you find any inconsistent information between our reports and the statement(s)
you receive from the qualified custodian, please call our main office number located on the cover page
of this brochure.
You may terminate the portfolio management agreement upon 30 days' written notice to our firm. You
will incur a pro rata charge for services rendered prior to the termination of the portfolio management
agreement, which means you will incur advisory fees only in proportion to the number of days in the
month for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you
will receive a prorated refund of those fees.
Clients with account sizes greater than $250,000 are eligible for our "Advanced Wealth Management"
service, which includes comprehensive financial planning and ongoing monitoring of clients' goals and
objectives. Clients with account sizes greater than $2,000,000 under our management are eligible to
participate in our platinum services, which includes "Advanced Wealth Management" services in
addition to:
• Subscription to LifeLock, an identity theft protection service
• OmniCap, a centralized advanced planning system
• Estate planning cost reimbursement up to $1,500
• CPA services cost reimbursement up to $500 per year.
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Estate planning & CPA services: Our firm does not make specific accountant or attorney
recommendations, nor does our firm provide accounting or legal services. Should an eligible client
incur fees from services rendered by an CPA or attorney of their choosing, in connection with their
investment management account(s), the reimbursement comes in the form of a reduction in our
management fee in the amount of the client's accountant's/attorney's fee(s). The maximum fee
reduction to eligible clients for CPA costs in a calendar year is $500. The CPA services reimbursement
applies every year they are engaged as a client with our firm. The maximum fee reduction to eligible
clients for estate planning legal services is $1,500. The estate planning legal services reimbursement
is applicable during the client's first year of engagement with our firm.
Financial Planning and Consulting Services
We offer specific financial planning and consulting services. Our financial planning process typically
begins with an initial consultation during which we explain our services to you. If you would like to
retain our services, we require that you enter into a written agreement with our firm.
If you retain our firm for financial planning services, we will meet with you to gather information about
your financial circumstances and objectives. We will establish priorities and continue a dialogue with
you as your information is assessed. As appropriate, we will conduct follow-up interviews for the
purpose of reviewing and/or creating financial data. Once we review and analyze the information you
provide to our firm, we will either deliver a written plan to you, designed to help you achieve your stated
financial goals and objectives or provide special topic reporting on only those specific areas of interest
or concern. Financial plans and consulting services are based on your financial situation at the time
you contract with our firm and on the financial information you provide to our firm. You must promptly
notify our firm if your financial situation, goals, objectives, or needs change.
You are under no obligation to act on our financial planning recommendations. Should you choose to
act on any of our recommendations, you are not obligated to implement the financial plan through of
our firm. Moreover, you may act on our recommendations by placing securities transactions with any
brokerage firm.
We offer the following financial planning and consulting services.
$4,000
Preparation of a comprehensive plan to include OmniStar's 10 elements
of wealth management as listed below or choose elements for your
specific needs
Lifestyle Planning
Risk Management Planning
Cash Flow Planning
Investment Oversight Planning
Estate Planning
Tax Strategy Planning
Retirement Income Planning
Family Governance Planning
Philanthropy Planning
Business Planning
$500
$500
$500
$500
$500
$500
$500
$500
$500
$500
Other services may be available and agreed upon with you. Additional services may be provided at our
current hourly rate or some other mutually agreeable fee arrangement.
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The services provided may be offered as a one time or as an ongoing annual service. The fee and
other factors such as how the fee is payable will be determined at the time you sign an agreement with
our firm. You or we may terminate the agreement at any time upon written notice to the other party.
Any unearned fees will be refunded to you.
Pension Consulting Services
We offer pension consulting services to employee benefit plans and their fiduciaries based upon the
needs of the plan. In general, these services may include an existing plan review, assistance in the
development of a retirement plan, evaluation of retirement plan vendors, asset allocation advice,
money management services, communication and education services to plan participants, investment
performance monitoring, and/or ongoing consulting.
These pension consulting services will generally be non-discretionary and advisory in nature. The
ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named
fiduciary.
Our fee for pension consulting services is generally based on an hourly rate of $250 per hour;
however, the fee will be negotiated on a case-by-case basis. The fees and terms will be clearly set
forth in the executed agreement for services. The amount of the fees charged to the client will be
based on the scope and complexity of the qualified plan and the requested services. An estimate of the
total cost will be determined at the start of the advisory relationship. The final fee shall be directly
dependent upon the facts and circumstances of the client's financial situation and the complexity of the
pension consulting services provided.
All client accounts are regulated under the Employee Retirement Income Securities Act ("ERISA"). The
Firm will provide consulting services to the plan fiduciaries as described above. Typically, the named
plan fiduciary must make the ultimate decision as to retaining the services of such investment advisers
as the Firm recommends. The plan fiduciary is free to seek independent advice about the
appropriateness of any recommended services for the plan.
The client may terminate the pension consulting agreement within five days of the date of execution
without penalty to the client. After the five-day period, either party may terminate the agreement by
providing a 30-day written notice to the other party.
Rollover Recommendations
For purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02")
where applicable, we are providing the following acknowledgment to you. When we provide
investment advice to you regarding your retirement plan account or individual retirement account, we
are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the
Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we
make money creates some conflicts with your interests, so we operate under a special rule that
requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's
provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent
advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
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• Give you basic information about conflicts of interest.
We benefit financially from the rollover of your assets from a retirement account to an account that we
manage or provide investment advice, because the assets increase our Assets Under Management
and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in
your best interest.
Types of Investments
We offer advice on equity securities, corporate debt securities, certificates of deposit, municipal
securities, investment company securities, options contracts on securities, and U.S. Government
securities.
Additionally, we may advise you on other types of investments that we deem appropriate based on
your stated goals and objectives. We may also provide advice on any type of investment held in your
portfolio at the inception of our advisory relationship.
You may request that we refrain from investing in particular securities or certain types of securities.
You must provide these restrictions to our firm in writing.
Assets Under Management
As of January 8, 2026, we provide continuous management services for $285,730,273 in client assets
on a discretionary basis.
Item 5 Fees and Compensation
Please refer to the "Advisory Business" section in this brochure for information on our advisory fees,
fee deduction arrangements, and refund policy according to each service we offer.
Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
please refer to the "Brokerage Practices" section of this brochure.
Compensation for the Sale of Investment Products
Persons providing investment advice on behalf of our firm are licensed as independent insurance
agents. These persons will earn commission-based compensation for selling insurance products,
including insurance products they sell to you. Insurance commissions earned by these persons are
separate and in addition to our advisory fees. This practice presents a conflict of interest because
persons providing investment advice on behalf of our firm who are insurance agents have an incentive
to recommend insurance products to you for the purpose of generating commissions rather than solely
based on your needs. However, you are under no obligation, contractually or otherwise, to purchase
insurance products through any person affiliated with our firm.
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Item 6 Performance-Based Fees and Side-By-Side Management
We do not accept performance-based fees or participate in side-by-side management. Side-by-side
management refers to the practice of managing accounts that are charged performance-based fees
while at the same time managing accounts that are not charged performance-based fees.
Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a
client's account. Our fees are calculated as described in the Advisory Business section above and are
not charged on the basis of a share of capital gains upon, or capital appreciation of, the funds in your
advisory account.
Item 7 Types of Clients
We offer investment advisory services to individuals, pension and profit sharing plans, trusts, estates,
charitable organizations, corporations, and other business entities.
In general, we require a minimum of $250,000 to become a wealth management client of our firm. At
our discretion, we may lower the minimum account size. For example, we may lower the minimum if
you appear to have significant potential for increasing your assets under our management. We may
also combine account values for you and your minor children, joint accounts with your spouse, and
other types of related accounts to meet the stated minimum.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
Our Methods of Analysis and Investment Strategies
We may use one or more of the following methods of analysis or investment strategies when providing
investment advice to you:
• Fundamental Analysis - involves analyzing individual companies and their industry groups,
such as a company's financial statements, details regarding the company's product line, the
experience and expertise of the company's management, and the outlook for the company and
its industry. The resulting data is used to measure the true value of the company's stock
compared to the current market value.
Risk: The risk of fundamental analysis is that information obtained may be incorrect and the
analysis may not provide an accurate estimate of earnings, which may be the basis for a
stock's value. If securities prices adjust rapidly to new information, utilizing fundamental
analysis may not result in favorable performance.
• Technical Analysis - involves studying past price patterns, trends and interrelationships in the
financial markets to assess risk-adjusted performance and predict the direction of both the
overall market and specific securities.
Risk: The risk of market timing based on technical analysis is that our analysis may not
accurately detect anomalies or predict future price movements. Current prices of securities
may reflect all information known about the security and day-to-day changes in market prices
of securities may follow random patterns and may not be predictable with any reliable degree
of accuracy.
• Long-Term Purchases - securities purchased with the expectation that the value of those
securities will grow over a relatively long period of time, generally greater than one year.
Risk: Using a long-term purchase strategy generally assumes the financial markets will go up
in the long term which may not be the case. There is also the risk that the segment of the
market that you are invested in or perhaps just your particular investment will go down over
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time even if the overall financial markets advance. Purchasing investments long-term may
create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in
other investments.
• Short-Term Purchases - securities purchased with the expectation that they will be sold within
a relatively short period of time, generally less than one year, to take advantage of the
securities' short-term price fluctuations.
Risk: Using a short-term purchase strategy generally assumes that we can predict how
financial markets will perform in the short-term which may be very difficult and will incur a
disproportionately higher amount of transaction costs compared to long-term trading. There
are many factors that can affect financial market performance in the short term (such as
short-term interest rate changes, cyclical earnings announcements, etc.) but may have a
smaller impact over longer periods of times.
• Tactical Strategies - Our Tactical Strategies are not meant to be confused with market timing.
Rather, we seek to deliver similar returns with less risk than underlying indexes and traditional
asset allocation. At the heart of our process, strict discipline and unemotional investing attempts
to provide performance when conditions warrant exposure to risk. Using a combination of 12
Technical Indicators, Fundamental analysis, Economic Trends and Business Cycles, we
provide investors with the following Tactical Strategies.
Momentum
The strategy is designed to hold up to 30 stocks and utilizes stocks with a market cap greater
than $5 Billion and a beta less than 1.4. It focuses on stocks that have positive earnings per
share (EPS) surprise percentage for the past one, two and three quarters. It then narrows the
list to stocks whose price have had a positive percentage change for the past three, six and
nine months.
Equity Income
This strategy selects large cap stocks with high dividend yields relative to their peers. Other
constraints include high return on assets and equity, historical earnings growth and projected
earnings must be increasing. The strategy puts emphasis on stocks with high expected
dividend yields, long track records of earnings growth, dividend growth and low beta while
maintaining a reasonable dividend payout ratio. Importance is also placed on stocks with high
reported cash flow to debt ratios and high earnings estimate revisions.
Growth and Income
This strategy looks for stocks with growth in book value and upward trending earnings
estimates and revisions. Secondary importance is placed on market recognition variables
along with positive earnings surprise and quarterly earnings momentum. Income is generated
by placing emphasis on large cap stocks with high expected dividend yields, long history of
earnings growth, dividend growth and low price betas.
Institutional
Equities for this strategy are focused in what we believe are high quality, world-class
companies within the top 15% of our stock universe. Additionally, qualifying stocks must meet
strict criteria for portfolio inclusion. Among their similar characteristics are earnings
momentum, earnings estimate revisions, and minimum market cap of $1.5 billion.
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ETF Strategies
Focused on diversification using ETFs. The portfolios range from Fixed Income to equity
strategies that are Conservative, (50-50 Equity to Fixed Income) to aggressive (90%
equities).
Our investment strategies and advice may vary depending upon each client's specific financial
situation. As such, we determine investments and allocations based upon your predefined objectives,
risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other suitability
factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important
that you notify us immediately with respect to any material changes to your financial
circumstances, including for example, a change in your current or expected income level, tax
circumstances, or employment status.
Tax Considerations
Our strategies and investments may have unique and significant tax implications. However, unless we
specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the
management of your assets. Regardless of your account size or any other factors, we strongly
recommend that you continuously consult with a tax professional prior to and throughout the investing
of your assets.
Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your
custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis
of your investments. You are responsible for contacting your tax advisor to determine if this accounting
method is the right choice for you. If your tax advisor believes another accounting method is more
advantageous, provide written notice to our firm immediately and we will alert your account custodian
of your individually selected accounting method. Decisions about cost basis accounting methods will
need to be made before trades settle, as the cost basis method cannot be changed after settlement.
Risk of Loss
Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or
guarantee that our services or methods of analysis can or will predict future results, successfully
identify market tops or bottoms, or insulate clients from losses due to market corrections or declines.
We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past
performance is in no way an indication of future performance.
Other Risk Considerations
When evaluating risk, financial loss may be viewed differently by each client and may depend on many
different risks, each of which may affect the probability and magnitude of any potential losses. The
following risks may not be all-inclusive but should be considered carefully by a prospective client
before retaining our services.
Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to
high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible
to sell the investment at all.
Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and
sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair
or erase the value of an issuer's securities held by a client.
Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to
changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and
may reduce the purchasing power of a client's future interest payments and principal. Inflation also
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generally leads to higher interest rates which may cause the value of many types of fixed income
investments to decline.
Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an
unforeseen event, for example, the loss of your job. This may force you to sell investments that you
were expecting to hold for the long term. If you must sell at a time that the markets are down, you may
lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for
people who are retired or are nearing retirement.
Recommendation of Particular Types of Securities
Based on the investment strategies we recommend, your portfolio may consist of equity securities,
corporate debt securities, municipal securities, investment company securities, options and U.S.
Government securities. We may also recommend certificates of deposit as part of our overall
investment strategy. However, we do not necessarily recommend portfolios that are comprised of one
particular type of security over another since each client has different needs and different tolerance for
risk. Each type of security has its own unique set of risks associated with it and it would not be possible
to list here all of the specific risks of every type of investment. Even within the same type of
investment, risks can vary widely. However, in very general terms, the higher the anticipated return of
an investment, the higher the risk of loss associated with it. A description of the types of securities that
may be included in your portfolio and some of their inherent risks are provided below.
Municipal Securities: Municipal securities, while generally thought of as safe, can have significant
risks associated with them including, but not limited to: the credit worthiness of the governmental entity
that issues the bond; the stability of the revenue stream that is used to pay the interest to the
bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to
maturity. When a bond is called, it may not be possible to replace it with a bond of equal character
paying the same amount of interest or yield to maturity.
Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities,
but their risk can also vary widely based on the financial health of the issuer; the risk that the issuer
might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to
maturity. When a bond is called, it may not be possible to replace it with a bond of equal character
paying the same rate of return.
Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as
"equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the
company issuing it. However, stock prices can be affected by many other factors including, but not
limited to the class of stock (for example, preferred or common); the health of the market sector of the
issuing company; and the overall health of the economy. In general, larger, better established
companies ("large cap") tend to be safer than smaller start-up companies ("small cap"), but the mere
size of an issuer is not, by itself, an indicator of the safety of the investment.
Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are
professionally managed collective investment systems that pool money from many investors and invest
in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any
combination thereof. The fund will have a manager that trades the fund's investments in accordance
with the fund's investment objective. While mutual funds and ETFs generally provide diversification,
risks can be significantly increased if the fund is concentrated in a particular sector of the market,
primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a
significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing
the fund with different types of securities. ETFs differ from mutual funds, because they can be bought
and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on
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mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual
funds are "no load" and charge no fee to buy into or sell out of the fund, other types of mutual funds do
charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end".
So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end"
funds have a fixed number of shares to sell which can limit their availability to new investors.
Leverage/Inverse ETFs: ETFs seek to achieve their stated objectives on a daily basis, and their
performance over longer periods of time can differ significantly from the multiple or inverse multiple of
the index performance over those longer periods of time. ETFs are subject to secondary market
trading risks. Shares of an ETF are listed for trading on an exchange, however, there can be no
guarantee that an active trading market for such shares will develop or continue. The primary risk of
inverse ETFs is that they are designed to achieve their objectives on a short-term basis and their
performance over longer periods of time can differ significantly from the performance of their
underlying index or benchmark during the same period of time. This can result in losses, which can be
magnified in volatile markets.
Options: Options are complex securities that involve risk and are not suitable for everyone. Option
trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that
you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not
the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the
"expiration date"). The main difference between warrants and call options is that warrants are issued
and guaranteed by the issuing company, whereas options are traded on an exchange and are not
issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of
a typical option is measured in months. The two types of options are calls and puts:
• A call gives the holder the right to buy an asset at a certain price within a specific period of time.
Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will
increase substantially before the option expires.
• A put gives the holder the right to sell an asset at a certain price within a specific period of time.
Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of
the stock will fall before the option expires.
Selling options is more complicated and can be even riskier.
The option trading risks pertaining to options buyers are:
• Risk of losing your entire investment in a relatively short period of time.
• The risk of losing your entire investment increases if, as expiration nears, the stock is below the
strike price of the call (for a call option) or if the stock is higher than the strike price of the put
(for a put option).
• European style options which do not have secondary markets on which to sell the options prior
to expiration can only realize their value upon expiration.
• Specific exercise provisions of a specific option contract may create risks.
• Regulatory agencies may impose exercise restrictions, which stops you from realizing value.
The option trading risks pertaining to options sellers are:
• Options sold may be exercised at any time before expiration.
• Covered call traders forgo the right to profit when the underlying stock rises above the strike
price of the call options sold and continue to risk a loss due to a decline in the underlying stock.
• Writers of naked calls risk unlimited losses if the underlying stock rises.
• Writers of naked puts risk unlimited losses if the underlying stock drops.
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• Writers of naked positions run margin risks if the position goes into significant losses. Such
risks may include liquidation by the broker.
• Writers of call options could lose more money than a short seller of that stock could on the
same rise on that underlying stock. This is an example of how the leverage in options can work
against the option trader.
• Writers of naked calls are obligated to deliver shares of the underlying stock if those call options
are exercised.
• Call options can be exercised outside of market hours such that effective remedy actions
cannot be performed by the writer of those options.
• Writers of stock options are obligated under the options that they sold even if a trading market
is not available or that they are unable to perform a closing transaction.
• The value of the underlying stock may surge or ditch unexpectedly, leading to automatic
exercises.
Other option trading risks are:
• The complexity of some option strategies is a significant risk on its own.
• Option trading exchanges or markets and option contracts themselves are open to changes at
all times.
• Options markets have the right to halt the trading of any options, thus preventing investors from
realizing value.
If an options brokerage firm goes insolvent, investors trading through that firm may be affected.
Internationally traded options have special risks due to timing across borders.
• There is risk of erroneous reporting of exercise value.
•
•
Risks that are not specific to options trading include market risk, sector risk and individual stock risk.
Option trading risks are closely related to stock risks, as stock options are a derivative of stocks.
Digital Assets: Generally refers to an asset that is issued and/or transferred using distributed ledger
or blockchain technology, including, "virtual currencies (also known as crypto-currencies)," "coins," and
"tokens". Although not part of our primary investment strategy, we may invest in and/or advise clients
on the purchase or sale of digital assets via investment vehicles such as exchange traded funds
(ETFs). The investment characteristics of Digital Assets generally differ from those of traditional
securities, currencies, and commodities. Digital Assets are not backed by a central bank or a national,
international organization, any hard assets, human capital, or other form of credit and are relatively
new to the marketplace. Rather, Digital Assets are market-based: a Digital Asset's value is determined
by (and fluctuates often, according to) supply and demand factors, its adoption in the traditional
commerce channels, and/or the value that various market participants place on it through their mutual
agreement or transactions. The lack of history to these types of investments entail certain unknown
risks, are very speculative and are not appropriate for all investors.
Price Volatility of Digital Assets Risk: A principal risk in trading Digital Assets is the rapid
fluctuation of market price. The value of client portfolios relates in part to the value of the Digital
Assets held in the client portfolio and fluctuations in the price of Digital Assets could adversely
affect the value of a client's portfolio. There is no guarantee that a client will be able to achieve a
better than average market price for Digital Assets or will purchase Digital Assets at the most
favorable price available. The price of Digital Assets achieved by a client may be affected
generally by a wide variety of complex factors such as supply and demand; availability and access
to Digital Asset service providers (such as payment processors), exchanges, miners or other
Digital Asset users and market participants; perceived or actual security vulnerability; and
traditional risk factors including inflation levels; fiscal policy; interest rates; and political, natural
and economic events.
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Digital Asset Service Providers Risk: Service providers that support Digital Assets and the
Digital Asset marketplace(s) may not be subject to the same regulatory and professional oversight
as traditional securities service providers. Further, there is no assurance that the availability of and
access to virtual currency service providers will not be negatively affected by government
regulation or supply and demand of Digital Assets. Accordingly, companies or financial institutions
that currently support virtual currency may not do so in the future.
Custody of Digital Assets Risk: Under the Advisers Act, SEC registered investment advisers
are required to hold securities with "qualified custodians," among other requirements. Certain
Digital Assets may be deemed to be securities. Some Digital Assets do not currently fall under the
SEC definition of security and therefore many of the companies providing Digital Assets custodial
services fall outside of the SEC's definition of "qualified custodian". Accordingly, clients seeking to
purchase actual digital coins/tokens/currencies may need to use nonqualified custodians to hold
all or a portion of their Digital Assets.
Government Oversight of Digital Assets Risk: Regulatory agencies and/or the constructs
responsible for oversight of Digital Assets or a Digital Asset network may not be fully developed
and subject to change. Regulators may adopt laws, regulations, policies or rules directly or
indirectly affecting Digital Assets their treatment, transacting, custody, and valuation.
Item 9 Disciplinary Information
Neither our firm nor any of our Associated Persons have any reportable disciplinary information.
Item 10 Other Financial Industry Activities and Affiliations
Insurance Agency
In addition to being registered as an investment adviser, our firm is also licensed as an insurance
agency offering life, disability, fixed annuities, and long-term care insurance from a variety of product
sponsors. Therefore, persons providing investment advice on behalf of our firm are licensed as
insurance agents. These persons will earn commission-based compensation for selling insurance
products, including insurance products they sell to you. Insurance commissions earned by these
persons are separate from our advisory fees. Please see the "Fees and Compensation" section in this
brochure for more information on the compensation received by insurance agents who are affiliated
with our firm.
Charitable Foundation
Philip Clark, CEO of OmniStar Financial Group, Inc., is the founder of The OmniStar Foundation, a
501(c)(3) non-profit organization organized for charitable religious, educational, and scientific
purposes. Clients of our Company may be asked if they wish to donate to The OmniStar Foundation
however they are under no obligation to do so.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Description of Our Code of Ethics
We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code
of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our
goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties
of honesty, good faith, and fair dealing with you. All of our Associated Persons are expected to adhere
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strictly to these guidelines. Persons associated with our firm are also required to report any violations
of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to
prevent the misuse or dissemination of material, non-public information about you or your account
holdings by persons associated with our firm.
Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the
telephone number on the cover page of this brochure.
Participation or Interest in Client Transactions
Neither our firm nor any of our Associated Persons has any material financial interest in client
transactions beyond the provision of investment advisory services as disclosed in this brochure.
Personal Trading Practices
Our firm or persons associated with our firm may buy or sell the same securities that we recommend to
you or securities in which you are already invested. We may also combine our orders to purchase
securities with your orders to purchase securities ("aggregated trading"). Please refer to the
"Brokerage Practices" section in this brochure for information on our aggregated trading practices.
A conflict of interest exists in such cases because we have the ability to trade ahead of you and
potentially receive more favorable prices than you will receive. To eliminate this conflict of interest, it is
our policy that neither our Associated Persons nor we shall have priority over your account in the
purchase or sale of securities. In an effort to ensure OmniStar Associated Persons don't receive
favorable prices over a client, Associated Persons are required to obtain written preapproval from the
Compliance and Portfolio Management Teams prior to placing personal trades. Approved trades must
be executed within one business day of the Associated Persons receiving confirmation of approval of
the trade(s).
Item 12 Brokerage Practices
We recommend the brokerage and custodial services of National Financial Services ("Custodian").
Your assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or
bank. In recognition of the value of the services the Custodian provides, you may pay higher
commissions and/or trading costs than those that may be available elsewhere. Our selection of
custodian is based on many factors, including the level of services provided, the custodian's financial
stability, and the cost of services provided by the custodian to our clients, which includes the yield on
cash sweep choices, commissions, custody fees and other fees or expenses.
We seek to recommend a custodian/broker that will hold your assets and execute transactions on
terms that are, overall, the most favorable compared to other available providers and their services.
We consider various factors, including:
• Capability to buy and sell securities for your account itself or to facilitate such services.
• The likelihood that your trades will be executed.
• Availability of investment research and tools.
• Overall quality of services.
• Competitiveness of price.
• Reputation, financial strength, and stability.
• Existing relationship with our firm and our other clients.
Research and Other Soft Dollar Benefits
We do not have any soft dollar arrangements.
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Economic Benefits
As a registered investment adviser, we have access to the institutional platform of your account
custodian. As such, we will also have access to research products and services from your account
custodian and/or other brokerage firm. These products may include financial publications, information
about particular companies and industries, research software, and other products or services that
provide lawful and appropriate assistance to our firm in the performance of our investment decision-
making responsibilities. Such research products and services are provided to all investment advisers
that utilize the institutional services platforms of these firms, and are not considered to be paid for with
soft dollars. However, you should be aware that the commissions charged by a particular broker for a
particular transaction or set of transactions may be greater than the amounts another broker who did
not provide research services or products might charge.
Brokerage for Client Referrals
We do not receive client referrals from broker-dealers in exchange for cash or other compensation,
such as brokerage services or research.
Directed Brokerage
In limited circumstances, and at our discretion, some clients may instruct our firm to use one or more
particular brokers for the transactions in their accounts. If you choose to direct our firm to use a
particular broker, you should understand that this might prevent our firm from aggregating trades with
other client accounts or from effectively negotiating brokerage commissions on your behalf. This
practice may also prevent our firm from obtaining favorable net price and execution. Thus, when
directing brokerage business, you should consider whether the commission expenses, execution,
clearance, and settlement capabilities that you will obtain through your broker are adequately favorable
in comparison to those that we would otherwise obtain for you.
Aggregated Trades
We combine multiple orders for shares of the same securities purchased for discretionary advisory
accounts we manage (this practice is commonly referred to as "aggregated trading"). We will then
distribute a portion of the shares to participating accounts in a fair and equitable manner. Generally,
participating accounts will pay a fixed transaction cost regardless of the number of shares transacted.
In certain cases, each participating account pays an average price per share for all transactions and
pays a proportionate share of all transaction costs on any given day. In the event an order is only
partially filled, the shares will be allocated to participating accounts in a fair and equitable manner,
typically in proportion to the size of each client's order. Accounts owned by our firm or persons
associated with our firm may participate in aggregated trading with your accounts; however, they will
not be given preferential treatment.
We do not aggregate trades for non-discretionary accounts. Accordingly, non-discretionary accounts
may pay different costs than discretionary accounts pay. If you enter into non-discretionary
arrangements with our firm, we may not be able to buy and sell the same quantities of securities for
you and you may pay higher commissions, fees, and/or transaction costs than clients who enter into
discretionary arrangements with our firm.
Mutual Fund Share Classes
Mutual funds are sold with different share classes, which carry different cost structures. Each available
share class is described in the mutual fund's prospectus. When we purchase, or recommend the
purchase of, mutual funds for a client, we select the share class that is deemed to be in the client's
best interest, taking into consideration the availability of advisory, institutional or retirement plan share
classes, initial and ongoing share class costs, transaction costs (if any), tax implications, cost basis
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and other factors. We also review the mutual funds held in accounts that come under our management
to determine whether a more beneficial share class is available, considering cost, tax implications, and
the impact of contingent or deferred sales charges.
Item 13 Review of Accounts
Phillip Clark, President/CCO, or other qualified associates of our firm will monitor discretionary
accounts on an ongoing basis to ensure the advisory services provided to you are consistent with your
stated investment needs and objectives. We will offer you a formal account review on an annual basis
or more often upon your request. Triggering factors that may stimulate a review include, but are not
limited to, significant market corrections, large deposits or withdrawals from an account and the client's
request for an additional review.
We will provide you with additional or regular written reports based on the level of Wealth Management
Services for which you qualify.
Item 14 Client Referrals and Other Compensation
We do not receive any compensation from any third party in connection with providing investment
advice to you nor do we compensate any individual or firm for client referrals.
As disclosed under the "Fees and Compensation" section in this brochure, persons providing
investment advice on behalf of our firm are licensed insurance agents. For information on the conflicts
of interest this presents and how we address these conflicts, please refer to the "Fees and
Compensation" section.
Item 15 Custody
Your independent custodian will directly debit your account(s) for the payment of our advisory fees.
This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody
over your funds or securities. We do not have physical custody of any of your funds and/or securities.
Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian. You will
receive account statements from the qualified custodian(s) holding your funds and securities at least
quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees
deducted from your account(s) each billing period. You should carefully review account statements for
accuracy.
Wire Transfer and/or Standing Letter of Authorization
Our firm, or persons associated with our firm, may effect wire transfers from client accounts to one or
more third parties designated, in writing, by the client without obtaining written client consent for each
separate, individual transaction, as long as the client has provided us with written authorization to do
so. Such written authorization is known as a Standing Letter of Authorization (SLOA). An adviser with
authority to conduct such third party wire transfers has access to the client's assets, and therefore has
custody of the client's assets in any related accounts.
However, we do not have to obtain a surprise annual audit, as we otherwise would be required to by
reason of having custody, as long as we meet the following criteria:
1. You provide a written, signed instruction to the qualified custodian that includes the third party's
name and address or account number at a custodian;
2. You authorize us in writing to direct transfers to the third party either on a specified schedule or
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from time to time;
3. Your qualified custodian verifies your authorization (e.g., signature review) and provides a
transfer of funds notice to you promptly after each transfer;
4. You can terminate or change the instruction;
5. We have no authority or ability to designate or change the identity of the third party, the
address, or any other information about the third party;
6. We maintain records showing that the third party is not a related party to us nor located at the
same address as us; and
7. Your qualified custodian sends you, in writing, an initial notice confirming the instruction and an
annual notice reconfirming the instruction.
We hereby confirm that we meet the above criteria.
Item 16 Investment Discretion
Before we can buy or sell securities on your behalf, you must first sign our discretionary management
agreement, a power of attorney, and/or trading authorization forms.
You may grant our firm discretion over the selection and amount of securities to be purchased or sold
for your account(s) without obtaining your consent or approval prior to each transaction. You may
specify investment objectives, guidelines, and/or impose certain conditions or investment parameters
for your account(s). For example, you may specify that the investment in any particular stock or
industry should not exceed specified percentages of the value of the portfolio and/or restrictions or
prohibitions of transactions in the securities of a specific industry or security. Please refer to the
"Advisory Business" section in this brochure for more information on our discretionary management
services.
Item 17 Voting Client Securities
We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice
regarding corporate actions and the exercise of your proxy voting rights. If you own shares of
applicable securities, you are responsible for exercising your right to vote as a shareholder.
In most cases, you will receive proxy materials directly from the account custodian. However, in the
event we were to receive any written or electronic proxy materials, we would forward them directly to
you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we
would forward any electronic solicitation to vote proxies.
Item 18 Financial Information
We are not required to provide financial information to our clients because we do not:
require the prepayment of more than $1,200 in fees and six or more months in advance, or
take custody of client funds or securities, or
•
•
• have a financial condition that is reasonably likely to impair our ability to meet our commitments
to you.
Item 19 Requirements for State-Registered Advisers
We are a federally registered investment adviser; therefore, we are not required to respond to this
item.
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Item 20 Additional Information
Trade Errors
In the event a trading error occurs in your account, our policy is to restore your account to the position
it should have been in had the trading error not occurred. Depending on the circumstances, corrective
actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a
trade error results in a profit, the account custodian will donate the profit to charity.
Class Action Lawsuits
We do not determine if securities held by you are the subject of a class action lawsuit or whether you
are eligible to participate in class action settlements or litigation, nor do we initiate or participate in
litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or
negligence by issuers of securities held by you.
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