OSAIC INSTITUTIONS, INC.

Form ADV Part 2A Current as of March 31, 2025 © Osaic Institutions, Inc. • 538 Preston Ave • Meriden, CT 06450 • 203-599-6000 • osaic.com This Brochure provides information about the qualifications and business practices of Osaic Institutions, Inc. If you have any questions about the contents of this Brochure, please contact us by email at oi.compliance@osaic.com, or by telephone at (203) 599-6000, or by mail at the address above. 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. Osaic Institutions, Inc. is an investment adviser registered with the United States Securities and Exchange Commission. Registration with the SEC does not imply that Osaic Institutions, Inc. or any person associated with Osaic Institutions, Inc. has achieved a certain level of skill or training. Additional information about Osaic Institutions, Inc. is available on the SEC’s website at adviserinfo.sec.gov.  Item 2 - Material changes This section of our Brochure summarizes material changes that have occurred at our firm since the previous release of our Brochure. We will update this section of our Brochure on an annual basis and send a summary of any material changes at our firm along with a copy of our annual privacy policy mailing. You may receive a complete copy of our Brochure by contacting your Osaic Institutions Adviser or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. Since our last annual updating amendment on March 26, 2024, we have made the following material amendments to this Brochure: Item 4 – Addition of Donor Advised Fund Offering Item 5 – Clarification of Fees for Financial Planning and Consulting and ERISA Plan Services Item 5 – Clarification of Money Market Funds Offered, Material Conflicts of Interest Item 6 – Clarification of Performance Compensation Item 8 – Addition of Various Risks Item 10 – Removal of Various Other Industry Affiliates Item 10 – Clarification of a Conflict of Interest with Various Affiliates Item 14 – Addition of Various Additional Compensation Programs offered to Advisors (e.g. Advisor Appreciation) Various updates to formatting throughout Form ADV Part 2A Brochure 2 © Osaic Institutions, Inc.  Item 3 - Table of contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 9 Item 6 Performance Compensation and Side-By-Side Management 15 Item 7 Types of Clients and Account Requirements 16 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 16 Item 9 Disciplinary Information 23 Item 10 Other Financial Industry Activities and Affiliations 24 Item 11 Code of Ethics, Interest in Transactions and Personal Trading 29 Item 12 Brokerage Practices 29 Item 13 Review of Accounts 30 Item 14 Client Referrals and Other Compensation 30 Item 15 Custody and Account Statements 35 Item 16 Investment Discretion 35 Item 17 Voting Client Securities 36 Item 18 Financial Information 36 Form ADV Part 2A Brochure 3 © Osaic Institutions, Inc.  Item 4 - Advisory business Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us” or the “Firm”) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2024, we managed client assets of approximately $1,088,522,664 on a discretionary basis and $2,935,926,307 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co- Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients primarily through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at oi.compliance@osaic.com. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as a broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. Customized advisory services Osaic Institutions offers clients customized advisory engagements where IARs purchase and sell securities on a discretionary or non-discretionary basis pursuant to an investment objective chosen by the client. “Non-discretionary” services require clients to initiate or pre-approve investment transactions in their accounts before they can occur, whereas ”discretionary” services authorize the IAR or other designated third-party investment adviser to buy, sell or hold investment positions without obtaining pre-approval from clients for each transaction. This authority is set out in an advisory agreement between Osaic Institutions, the IAR and the client. The IAR obtains the necessary financial data from the client, assists the client in determining the suitability of the advisory services and assists the client in setting the appropriate investment objective. The IAR provides ongoing investment advice and management that is tailored to the individual needs of the client based on the investment objective chosen by the client. Depending on the specific engagement, the types of securities that the IAR may purchase and sell include mutual funds, ETFs, equities, fixed income securities, and/or variable annuity subaccounts. Clients generally may impose reasonable restrictions on investing in certain securities or groups of securities. Financial planning and consulting services Osaic Institutions provides investment advisory services in the form of financial planning. Clients receiving this service will receive a written report providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. In general, the financial plan may address a number of areas, including existing financial position, protection of assets, investment planning, income tax planning, retirement planning, and estate planning. These financial planning services apply to a client’s financial situation only at the time of purchase. The engagement terminates upon delivery of the financial plan. A periodic review of the client’s situation is strongly recommended to ensure that the plan continues to adequately address the client’s needs and objectives. The client will be required to pay an additional fee for each periodic review. Osaic Institutions and the IAR will not have any discretionary investment authority when offering financial planning. Clients can also receive investment advice on a more limited basis. This may include consultation on only a specific area such as college funding, survivor needs, investment planning, or any other topic. In these situations, only the requested topic is addressed, and the impact on other financial concerns, or advice provided, is not considered. Osaic Institutions Form ADV Part 2A Brochure 4 © Osaic Institutions, Inc.  may also provide advice on non-securities matters. Generally, this is in connection with the rendering of estate planning, insurance, and/ or annuity advice. The IAR may or may not deliver to the client a written analysis or report as part of the services. The IAR tailors the consulting services to the individual needs of the client based on the investment objective chosen by the client. The engagement terminates upon final consultation with the client. Osaic Institutions and the IAR do not have any discretionary investment authority when offering consulting services. The IAR makes recommendations as to general types of investment products or securities that may be appropriate for client to consider and may also provide recommendations regarding specific investments or securities. ERISA plan services Osaic Institutions, acting through the IARs, provides investment advisory services to clients that are trustees and other fiduciaries of participant-directed employee retirement benefit plans (“Plans”). The IAR may analyze the Plan’s current investment platform and assist the Plan and its participants in creating an investment policy statement defining the types of investments to be offered and the restrictions that may be imposed. The IAR may recommend investment options to achieve the Plan’s objectives, provide participant education meetings, and monitor the performance of the Plan’s investment vehicles. The specific services provided will be stated in the client agreement. If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under the Plan, IARs will not provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. Also, IARs do not provide advice regarding the offering to participants of individual self-directed brokerage accounts, mutual fund windows, or other similar arrangements and are not responsible for the decision to offer such arrangements. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, IARs do not provide any individualized advice or recommendations to the participants regarding these decisions. Osaic Institutions provides advisory services in connection with Plans as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”) and is a fiduciary under the Advisers Act with respect to such services. In addition, if the client elects to engage Osaic Institutions and the IAR to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA, such services will constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, Osaic Institutions and IAR will be deemed a “fiduciary” as such term is defined under Section 3(21) (A)(ii) of ERISA in connection with those services. Clients should understand that to the extent Osaic Institutions and the IAR are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA and therefore, Osaic Institutions and the IAR will not be a “fiduciary” under ERISA with respect to those other services. The agreement we sign with the Plan includes the disclosures required of IAR under Section 408(b)(2) of ERISA, in particular, (i) the services to be provided by IAR,(ii) the extent to which IAR is acting as a fiduciary, (iii) the compensation to be received by IAR, and the manner of receipt of that compensation, and (iv) any fees payable on termination of the agreement. IAR receives no indirect compensation in respect of the services provided pursuant to the agreement. We retain a portion of the compensation described in the agreement for our services in connection with the agreement, the amount of which varies with our arrangement with each IAR. Pursuant to the agreement, IAR neither provides recordkeeping services nor makes available any designated investment alternative for the Plan nor advises any investment contract, fund or entity in which the plan has a direct equity investment, and no disclosures under Section 408(b)(2) are thus required to be provided in respect of those matters. The Firm may serve as a “fiduciary” as that term is defined in Section 3(38) of ERISA, also an affiliate such as Ladenburg Thalmann or another third-party manager may also act as a 3(38) Investment Manager in our stead. Solicitation and referral services Osaic Institutions and the IARs may occasionally act as a referral source to a third-party asset manager(s) (“TPAM") (in which case we are referred to as a “promoter”, “solicitor”, or “referrer”) for a fee; however, this is outside the scope of the investment advisory services described in this Brochure. When we engage with a TPAM, neither Osaic Institutions nor the IAR are the client’s investment adviser or provide investment advice. In connection with these services, the IAR may be responsible for completing a profile of the client and gathering client information. The IAR may also be responsible for the suitability of the program offered by the TPAM and periodically updating the client’s financial goals and objectives. In these cases, the IAR will provide the referred client with a disclosure statement regarding the role of Osaic Institutions and the IAR as a referral agent. Please see Item 14 below for more information about these referral services and the related compensation. For a description of these programs and the related fees and expenses, you may obtain a copy of Form ADV Part 2A Brochure 5 © Osaic Institutions, Inc.  each TPAM’s Form ADV Part 2A by visiting adviserinfo.sec.gov or upon request from the TPAM. You may also request Form ADV Part 2B from the TPAM which contains detailed information about the individual TPAM’s representative(s) who will be responsible for managing your assets. Wrap fee programs Osaic Institutions offers several discretionary and nondiscretionary “wrap fee” asset management programs. Clients interested in Osaic Institutions’ wrap fee programs can obtain copies of the applicable brochures by contacting your IAR or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. These programs include: • Osaic Institutions Advisor Managed Portfolios Program (“AMP”) • Osaic Institutions Unified Managed Account Program (“UMA”) • WealthSelect Program*  Please note this program is managed by an affiliated entity, Laden Thalmann Asset Management, Inc. (“LTAM”). More information on LTAM is outlined below in Item 10. • Advisor Managed Portfolio Program* * For Existing Clients/Legacy Use Only Other Services Alternative Investments and CAIS Osaic Institutions has contracted with CAIS Capital, LLC and Capital Integration Systems LLC (collectively “CAIS”) and has granted IARs access to the CAIS alternative investment platforms. CAIS and its affiliates conduct the initial and on- going due diligence (investment and operational) on private equity and hedge fund offerings available on their platform. Osaic Institutions relies on the due diligence provided by CAIS related to the offerings available on the platform. Only approved alternative investment are available on the CAIS platform. Our agreement with CAIS provides for a payment to us of up to 10 basis points (.10%) on the sale amount of alternative investment products sold through the CAIS platform to our clients. CAIS also pays a fee to attend Osaic Institutions’ conferences for our IARs. Please note that with privately held alternatives valuations can lag a month or more and are received from the issuers’ or offerings’ third-party administrator. Donor Advised Funds (“DAF”s”) The Firm offers donor-advised-funds (DAF”s”), which are planned investment vehicles that can be sponsored by charitable organizations. In a DAF, you can make an irrevocable gift into an account owned by a charitable organization and can recommend distributions to charities of your choice thereafter. You have the option to request the Firm serve as the investment adviser on the account and pay the Firm an investment advisory fee based on assets in the DAF. In such case, the Advisory Representative has an incentive to advise a client to make a distribution directly to a DAF in lieu of a charity and advise against distributions from the DAF to eligible charities. This activity would reduce the amount of assets managed by the Firm and the Advisory Representative, creating a conflict of interest as these parties’ fees are based on a percentage of such assets. Seminars Our IARs are permitted to hold investment-related seminars and/or educational events to existing clients, prospective clients, and the general investing public. The seminars feature general investment-related advice for educational purposes and can include both securities and non-securities topics. No specific individualized investment advice regarding investment objectives or investment related needs of the attendees, listeners, or audience is rendered during seminars. However, participants are free to schedule meetings with the IAR(s) in an effort to obtain personalized investment advice. Seminars are provided at either no cost or for a fee charged to participants (i.e., to help cover expenses incurred in presenting the seminar). If fees are charged, all fees and payment provisions are fully disclosed prior to the seminar being presented. Form ADV Part 2A Brochure 6 © Osaic Institutions, Inc.  LoanAdvanceTM program Through an agreement with Pershing LLC, Osaic Institutions’ clearing broker (“Pershing”), Osaic Institutions makes the LoanAdvance Program available to certain of its investment advisory clients. A LoanAdvance account is an account held through Pershing through which you may borrow money from Pershing by pledging the securities in the account. Unlike a margin account, these borrowed funds cannot be utilized to purchase additional securities. Some of the investment advisory accounts serviced by Osaic Institutions and its IARs may be eligible for the LoanAdvance Program. If you decide to open a LoanAdvance account, please carefully consider the following: • You are borrowing money that you will be required to pay back. • LoanAdvance is only available for accounts that are not retirement accounts. For purposes of this Brochure, a “Retirement Account” is an account held by an ERISA plan or an account otherwise subject to Section 4975 of the Internal Revenue Code (e.g., IRA). • You are using the securities that you own in the account as collateral. • You are charged an interest rate that is subject to change and the rate can go up or down. • Osaic Institutions or Pershing can force the sale of securities or other assets in any of your accounts held at Osaic Institutions or Pershing at any time and without notice, to cover any deficiency in the value of the securities pledged for the loan. This forced selling could occur at any time, including during times of increased market volatility, potentially negatively affecting your investment returns and potentially resulting in negative tax consequences for you. • Osaic Institutions or Pershing can decide which securities to sell without consulting with you. • Due to the fact that securities are pledged to support the outstanding loan amount, Osaic Institutions or Pershing can limit client withdrawals from the pledged account until loan requirements are met or the loan is paid off. • Osaic Institutions or Pershing may request additional information such as, but not limited to, a credit check in order to complete our review of your account(s). Please also carefully review the LoanAdvance Lending Agreement and the Interest Rate Acknowledgment for additional risks involved in opening a LoanAdvance account. Compensation received by Osaic Institutions and its IARs in connection with the LoanAdvance Program is described below. Securities Backed Line of Credit (SBLOC)/ Non-Purpose Loans Osaic Institutions offers you SBLOCs offered through participating third-party banks and our clearing brokers. SBLOCs are loans whereby an investor borrows against the assets in his or her investment portfolio without having to liquidate these securities. These loans require monthly interest-only payments, and the loan remains outstanding until it is re- paid. SBLOCs are non-purpose loans, which means the loan proceeds can be used for purposes other than to purchase or trade securities. An SBLOC allows you the opportunity to avoid potential capital gains taxes because you don’t have to liquidate securities for access to funds. You might also be able to continue to receive the benefits of your holdings, like dividends, interest and appreciation. However, as with virtually every financial product, SBLOCs have risks and downsides. For instance, if the value of the securities you pledge as collateral decreases, you may need to come up with extra money fast, or your positions could be liquidated. Prior to establishing a SBLOC, you should carefully review the disclosure form provided by Osaic Institutions. Sweep programs When a client’s advisory account is maintained at Pershing or National Financial Services, Inc. (“NFS”) (collectively the “Custodians”) and unless the client otherwise opts out, the client’s free credit balance will be automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured by the FDIC (up to applicable limits) or, in limited cases, a money market mutual fund product (collectively, the “Sweep Program”). As set forth in the terms of the Customer Agreement with Osaic Institutions, the client may remove his or her account from participating in the Sweep Program by notifying the client’s IAR. In addition, there are always alternatives for the short-term investment of cash balances that may offer higher returns than the sweep options made available to the client. Form ADV Part 2A Brochure 7 © Osaic Institutions, Inc.  Margin Loans As a broker-dealer, Osaic Institutions can arrange for its clearing broker/custodian for your account to loan you money against the value of certain stocks, bonds and mutual funds that are held in your account at that clearing broker. That borrowed money is called a margin loan and can be used to purchase additional securities. Margin loans are not available in retirement or custodial accounts. There’s no set repayment schedule with a margin loan—monthly interest charges accrue to the account, and the borrower has the option to repay the principal at their convenience, subject to margin calls as discussed below. Margin loans can be profitable when securities in an account increase in value and the increase in value exceeds the interest you pay on the margin loan. However, the magnifying effect works the other way as well. The marginable investments in the portfolio provide the collateral for the margin loan. While the value of that collateral fluctuates according to the market, the amount borrowed stays the same. If the value of the margined securities decline to the point where they no longer meet the minimum equity requirements for the margin loan, there will be a margin call. When this happens, Osaic Institutions or its clearing broker/custodian for your account will ask that more cash or marginable securities be deposited into the account to meet the minimum equity requirement or they may sell securities in the account as needed. Please remember: • Margin loans increase an account’s level of market risk; • Osaic Institutions or its clearing broker/custodian for your account may initiate the sale of any security in the account without contacting the account owner, to meet the margin call; and • Account owners are not entitled to an extension of time on a margin call. Osaic Institutions has a conflict of interest in recommending to you a margin loan because Osaic Institutions (in its capacity as a broker-dealer) receives a markup on the interest charged on the loan. Such markups on margin interest range up to a maximum markup of 300 basis points (3.00%) above the clearing broker’s base lending rate. Your Advisory Representative is not compensated on margin loan balances and therefore does not have a conflict of interest in recommending the use of margin. Consequently, Osaic Institutions’ conflict of interest to you is mitigated since your Advisory Representative does not receive additional compensation for recommending to you the use of margin. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest and in conjunction with the lack of compensation to your Advisory Representative, believe this mitigates any conflict to Osaic Institutions. Please refer to your margin agreement for additional details regarding your margin loan. Please refer to your margin agreement for additional details regarding your margin loan. Please also refer to the Client Fee Disclosure - Pershing Clearing and Client Fee Disclosure - NFS Clearing located at osaic.com/disclosures to find additional details regarding your margin loan fees. Form ADV Part 2A Brochure 8 © Osaic Institutions, Inc.  Item 5 - Fees and compensation Customized advisory services Services fees for customized advisory services are typically based on the value of assets under management and will vary by engagement. The maximum advisory fee is generally 2.50%, the advisory fee is negotiable between the IAR and the client and is payable either in advance or in arrears as described in the client agreement. Client may pay a monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in your account as of the last business day of the billing period. Or, the fee may also be based on the average daily balance of the account for the billing period. The amount, frequency, and methodology of the fee will be set out in the client agreement executed by the client at the time the relationship is established. Fees are generally directly deducted from the client accounts. A custom program account may be terminated according to the client agreement. If the client agreement provides for payment in advance, the agreement will state how the client can obtain a refund of any prepaid fee if the agreement is terminated before the end of the billing period. In certain cases, Osaic Institutions serves as the broker-dealer on transactions in a customized advisory account. In such case, Osaic Institutions charges the client transaction charges in connection with trade execution through Osaic Institutions. The transaction charges will be clearly stated in the client agreement executed by the client at the time the relationship is established. If the custom advisory services apply to variable annuities for which the IAR receives trail compensation, such trail fees generally will be used to offset the advisory fee. In most cases, however, a third-party broker-dealer will provide trade execution. In such case, the broker-dealer charges clients commissions, markups, markdowns and/or transaction charges. For the services described above, Osaic Institutions and the IAR share in the advisory fees charged to the client. The portion of the advisory fee received by IAR may be more than what the IAR would receive at another investment adviser firm. There are other fees and charges imposed by third parties that apply to customized advisory service accounts. If assets are invested in mutual funds, ETFs or other pooled funds, there are two layers of advisory fees and expenses for those assets. The client will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. The client will also pay the Osaic Institutions advisory fee with respect to those assets. The mutual funds and ETFs available in the programs often may be purchased directly. Therefore, clients could avoid the second layer of fees by not using the advisory services of the Osaic Institutions and the IAR and by making their own decisions regarding the investment. A mutual fund in a customized advisory service account may pay an asset-based sales charge or service fee (e.g., 12b-1 fee) that is paid to the broker-dealer on the account. Osaic Institutions and the IARs generally are not paid these fees for customized advisory accounts. If a client transfers into a customized advisory account a previously purchased mutual fund and there is an applicable contingent deferred sales charge on the fund, the client will pay that charge when the mutual fund is sold. If the account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, the client will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit a client’s transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). If a client holds a variable annuity that is managed as part of a customized advisory account, there are mortality, expense and administrative charges, fees for additional riders on the contract and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If client holds a UIT in a program account, UIT sponsors charge creation and development fees or similar fees. Further information regarding fees assessed by a mutual fund, variable annuity or UIT is available in the appropriate prospectus, which clients may request from IAR. Client should be aware that securities transferred into an account may have been subject to a commission or sales load when the security was originally purchased. After transfer into an advisory account, client should understand that an advisory fee will be charged based on the total assets in the account, including the transferred security. When transferring securities into an account, client should consider and speak to IAR about whether: • a commission was previously paid on the security; • client wishes for the security to be managed as part of the account and be subject to an advisory fee; or • client wishes to hold the security in a brokerage account that is not managed and not subject to an advisory fee. Form ADV Part 2A Brochure 9 © Osaic Institutions, Inc.  Financial planning and consulting services The fees for Osaic Institutions’ financial planning services may be a fixed or variable amount based upon the issues to be addressed by the IAR or may be based on an hourly charge. Hourly fees will generally range from $50 - $750 per hour, not exceeding $20,000 annually depending on the nature and complexity of your circumstances. Hourly fees for the financial planning or consulting services will be billed to you after the services are performed and are due upon receipt of the bill. Fixed or flat fees for a financial planning and wealth consulting services generally range up to $20,000, depending on the nature and complexity of your circumstances. The fixed fee can be paid periodic installments as specified in your agreement. We will not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Fees for financial planning and consulting services are generally negotiable by the IAR and are paid in advance, in arrears, or in periodic installments as outlined in the client agreement. All financial planning and consulting fees will be specifically set forth in the financial planning or consulting agreement signed by the client in advance of services. Clients should understand that the financial planning or hourly consulting fee may be higher than the fees charged by other investment advisers for similar services. This is the case, in particular, if the fee is at or near the maximum fees set out above. The IAR is responsible for determining the fee to charge each client based on factors such as total amount of assets involved in the relationship, the complexity of the planning services, and the number and range of supplementary advisory and client-related services to be provided. Clients should consider the level and complexity of the planning services to be provided when negotiating the fee with the IAR. Clients pay the financial planning or consulting services fee by check made payable to Osaic Institutions, Inc. For financial planning and consulting services, the client may terminate the client agreement without penalty within five business days of execution. After the five-day period, the client may terminate the client agreement at any time, and may request a refund of unearned fees, if any, based on the time and effort completed prior to termination of the agreement. The client agreement terminates upon delivery of the plan for financial planning, and upon final consultation with the client for consulting. No refunds will be made after completion of the plan or delivery of the consulting services, except when the number of actual hours is less than the estimated number of hours quoted in the client agreement. Osaic Institutions’ fees for financial planning and consulting services are separate and distinct from any commission or other compensation that Osaic Institutions or the IAR may earn in implementing any investment or insurance recommendations made by Osaic Institutions for a client’s financial plan. A client is under no obligation to implement any financial plan recommendations by executing investment or insurance transactions through Osaic Institutions or the IAR. The client remains solely responsible for determining whether or not to implement the recommendations provided by the Advisory Representative. Investment advisory services and any recommendations with respect to specific securities are provided under the Firm’s investment advisory program pursuant to a separate investment advisory agreement signed by the client. We are not qualified to, and do not render legal, tax or accounting advice or prepare any legal documents for you unless our Advisory Representative is duly licensed as an attorney or accountant in your state of residence. Your personal attorney will be solely responsible for providing legal advice, legal opinions, legal determinations and legal documents. Your personal tax adviser or accountant will be solely responsible for any tax or accounting services provided to you. If you receive Financial Planning and Consulting services, and pursuant to a plan or consultation, you purchase securities or insurance products offered through us, your Advisory Representatives typically receive commissions as Registered Representatives of Osaic Institutions or insurance agents in connection with such transactions. Thus, in these circumstances Advisory Representatives will have a conflict of interest when providing these services because they will likely receive additional compensation if you choose to execute transactions through them in this capacity. The Advisory Representative and Osaic Institutions will also be additionally compensated if you choose to implement recommendations by retaining the Advisory Representative to provide other investment advisory products or services. You are under no obligation to purchase products or services recommended by us or our Advisory Representatives. ERISA plan services Clients that utilize Osaic Institutions’ retirement plan services will pay Osaic Institutions a fee for such services. Fees for retirement plan services are negotiable and based on a number of factors, including plan assets under management and the scope of the engagement. The fee may be based upon a percentage of assets (up to 1.25%), an hourly fee (up to $300 per hour), or on a fixed fee (up to $100,000). The fee will be payable to Osaic Institutions in arrears or in advance on the frequency (typically monthly or quarterly) as agreed to by Osaic Institutions, the IAR and the client. If asset-based fees are Form ADV Part 2A Brochure 10 © Osaic Institutions, Inc.  employed, the fee generally will be based upon the value of plan assets as of the close of the last business day of the period, as valued by the custodian of the assets. However, if the fee is paid by the plan or client through a third-party service provider, the fee will be calculated in a manner determined by the provider. If the fee is paid prior to the services being provided, the plan will be entitled to a prorated refund of any prepaid fees for services not received upon termination of the client agreement among the client, Osaic Institutions and the IAR. The Plan incurs fees and charges imposed by third parties other than Osaic Institutions and IAR in connection with Plan services. These third-party fees can include fund or annuity subaccount management fees, 12b-1 fees and administrative servicing fees, plan recordkeeping and other service provider fees. Further information regarding charges and fees assessed by a fund or annuity are available in the appropriate prospectus. If a client engages Osaic Institutions to provide ongoing investment recommendations to the Plan regarding the investment options (e.g., mutual funds, collective investment funds) to be made available to Plan participants, clients should understand that there generally will be two layers of fees with respect to such assets. The Plan will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. The client also will pay Osaic Institutions and the IAR a fee for the investment advisory services. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of Osaic Institutions and the IAR and by making their own decisions regarding the investment. If a Plan makes available a variable annuity as an investment option, there are mortality expense and administrative charges, fees for additional riders on the contract and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If a Plan makes available a pooled guaranteed investment contract (GIC) fund, there are investment management and administrative fees associated with the pooled GIC fund. As part of the Plan services, the IAR may recommend a mutual fund that pays asset-based sales charges or service fees (e.g., 12b-1 fees) to Osaic Institutions and the IAR as broker-dealer to the Plan. The receipt of 12b-1 fees presents a conflict of interest because it gives Osaic Institutions and its IARs an incentive to recommend mutual funds based on the compensation received rather than on a client’s needs. Osaic Institutions addresses this conflict by returning 12b-1 fees paid by product sponsors back to the Plan. Clients should understand that the advisory fee that the client negotiates with IAR may be higher than the fees charged by other investment advisers or consultants for similar services. This is the case, in particular, if the fee is at or near the maximum fees set out above. The IAR is responsible for determining the fee to charge each client based on factors such as total amount of assets involved in the relationship, the complexity of the services, and the number and range of supplementary advisory and client-related services to be provided. Clients should consider the level and complexity of the consulting and/or advisory services to be provided when negotiating the fee with IAR. Clients pay the advisory fee by check made payable to Osaic Institutions. In the alternative, clients also may instruct a Plan’s service provider or custodian to calculate and debit the fee from the Plan’s account at the custodian and pay such fee to Osaic Institutions. Solicitation and referral services Compensation in connection with TPAM services generally consists of six elements: i) management fees paid to TPAMs; ii) management fees paid to us as outlined in the client agreement that you sign with us; iii) transaction costs – if applicable – which are charged when purchasing and selling such securities; iv) custody fees; v) revenue sharing paid to Osaic Institutions and vi) fees paid to us for administrative and supervisory services. Your account will be held with the Third-Party Advisory Service custodian where your fees will be assessed and deducted. Similar investment strategies offered through the TPAM services program can be offered by more than one provider, including other TPAMs, as well as through other advisory programs offered through Osaic Institutions and its affiliates. You should be aware that lower fees for comparable services may be available from other sources. The account fees paid by client include portions paid to your IAR (“Advisory Fees”), as well as to Osaic Institutions, the custodian, and the TPAM selected (“Program Fees”). Mutual funds, exchange traded funds and other pooled investment vehicles invested in the account also have their own internal fees (“internal fund expenses”) which are separate and distinct from the program account fees (for more information on these fees, see the applicable fund prospectus). Since fees billed to your account for TPAM services are typically comprised of both Program Fees and Advisory Fees, IARs may have an incentive to select TPAMs with lower platform Program Fees in order to manage the overall fee charged to you. You and your IAR should consider the overall fees and expenses, including internal fund expenses, when selecting managers and other portfolio investments. For further details, please see the applicable TPAM’s disclosure brochures, investment advisory contracts and account opening documents. Form ADV Part 2A Brochure 11 © Osaic Institutions, Inc.  Each of our IARs negotiates his or her own management fee schedule; however, management fees charged by the TPAM service in connection with their services are not negotiable. Osaic Institutions maintains certain revenue sharing arrangements with certain TPAM services and product sponsors (please refer to Item 14, Other Compensation). Wrap fee programs Please refer to the applicable Osaic Institutions’ wrap fee program(s) brochure for more information on fees. Other fees and compensation Compensation from the sale of securities or other investment products Osaic Institutions is registered as both an investment adviser and a broker-dealer and is licensed as an insurance agency in a number of states. Clients who wish to purchase securities or insurance products or invest in individual securities outside of a wrap fee or other managed account will work through our IARs for these products, acting in their separate capacity as our broker-dealer representatives or agents of various insurance companies. Osaic Institutions hopes that financial planning and consulting clients will implement advisory recommendations through Osaic Institutions; however, advisory clients do not have any obligation to implement any advisory recommendations through Osaic Institutions or our IARs and may choose to purchase such products from other broker-dealers, insurance companies, or agents not affiliated with us. When IARs sell securities or insurance products as our broker-dealer representatives, they may earn commissions and other compensation, including servicing and distribution fees paid pursuant to Rule 12b-1, recordkeeping fees, and transfer and sub-transfer agent fees. If commissions are earned as a result of implementing investment advice, the IAR may, in his or her discretion, waive or reduce the amount of the financial planning or consulting fee by the amount of the commissions or by some other amount. Any adjustment to the financial planning or consulting fee is at the discretion of the IAR and will be disclosed to clients prior to implementing transactions. IARs may also be eligible to receive incentive awards (such as sales awards or other prizes such as trips or bonuses) for recommending certain types of insurance policies or investment products. Commissions and other compensation from sales of securities and insurance products represent a significant portion of our firm’s annual revenue and are primary forms of compensation. The potential for sales compensation provides an incentive for an IAR to place their interest ahead of a client’s interests. While these individuals endeavor to put their clients’ interest first, the receipt of sales compensation may affect their judgment when making recommendations. The Firm receives a structuring fee directly from issuers of structured products purchased in non-qualified advisory accounts to compensate the Firm for administrative and/or distribution related services. This fee will be up to 65 basis points (0.65%) of the principal amount of the trade for eligible account types. The amount and structure of the fee varies among issuers. This fee creates a conflict of interest because the Firm has a financial incentive to recommend or select structured products over other products that do not pay the Firm a similar fee. Your Advisory Representative does not receive any portion of the structuring fee. Finally, certain additional brokerage fees and custodian fees apply to your advisory accounts where Osaic Institutions is acting as the broker-dealer. In some instances, we apply a markup to these fees. Depending on the custodial fee, it is applied annually, per transaction, per month or per CUSIP. Additional information related to specific programs offered is disclosed elsewhere in the brochure. Negotiation of fees; costs compared to other programs The program fees described in this Brochure represent Osaic Institutions’ maximum program fees for the services shown. Osaic Institutions or the referring IAR may negotiate fees on a case-by-case basis, depending on a variety of factors, including the nature and complexity of the particular service, the compensation requirements of the particular IAR, the client’s relationship with Osaic Institutions and the IAR, the size of the account, and the potential for other business or clients, among other factors. Separate account assets may be combined or “householded” for fee calculation purposes. Program fees may be different at each branch office and with each IAR, depending on location and the extent and nature of service. Program fees paid may be more or less than fees charged for advisory, custodial or brokerage services offered separately, depending on the nature, size, and frequency of account transactions and other services. Depending upon, among other things, the size of the account, changes in value over time, ability to negotiate fees or commissions, and the number of transactions, the amount of this fee compensation may be more than what the IAR would receive if the client participated in other programs of Osaic Institutions, or paid separately for investment advice, brokerage and other services. Form ADV Part 2A Brochure 12 © Osaic Institutions, Inc.  LoanAdvanceTM program The LoanAdvance interest rate charged to a client is variable based on the amount of credit borrowed by the client and can fluctuate based on the current prime rate as published by The Wall Street Journal. The prime rate may change with fluctuations in the Federal Funds rate. The LoanAdvance interest rate will consist of the prime rate plus an additional margin determined by Pershing and your IAR. Your IAR and Osaic Institutions have a conflict of interest when a LoanAdvance account is offered to you. This conflict occurs because your IAR can determine a portion of the interest rate margin that you will pay and your IAR and Osaic Institutions will receive a portion of the interest charged on your loan as compensation. We attempt to mitigate this conflict by reviewing your accounts to determine whether or not the use of LoanAdvance is appropriate and in line with your goals and objectives. The Custodians offer a collateralized loan program referred to as the LoanAdvance program. Under the LoanAdvance program, clients can collateralize certain investment accounts to obtain a secured loan through the Custodians. The IAR has the ability to markup the interest rate charged by the Custodians in connection with secured loans obtained through the LoanAdvance program. In addition, the Custodians share revenue with Osaic Institutions and the IAR based on the interest rate and the amount of the outstanding loan. The LoanAdvance program creates a conflict because Osaic Institutions and the IAR have an incentive to recommend that the client utilize the LoanAdvance program and to increase the interest rate that the client pays. Clients are not required to use the LoanAdvance program to obtain a collateralized loan. Clients should be aware that the LoanAdvance program is only one of many ways to obtain a secured loan. Many of Osaic Institutions’ IARs are located in branches of unaffiliated financial institutions, such as banks and credit unions. Many of these financial institutions offer loans that can be collateralized by the client’s securities account with Osaic Institutions. Because the financial professionals are often employees of the financial institutions, they have a conflict because they can be incented to encourage the client to utilize the lending services of the financial institution. Osaic Institutions and its IARs have an interest in continuing to receive investment advisory fees, which gives Osaic Institutions and its IARs an incentive to recommend that clients borrow money rather than liquidate some of their assets managed by Osaic Institutions and the IAR. This incentive creates a conflict of interest for Osaic Institutions and its IARs when advising clients seeking to access funds on whether they should liquidate assets or instead hold their securities investments and utilize a line of credit secured by assets in their account. Because Osaic Institutions and its IARs are compensated primarily through advisory fees paid on clients’ accounts, Osaic Institutions and its IARs also have an interest in managing an account serving as collateral for a loan in a manner that will preserve sufficient collateral value to support the loan and avoid a bank call. This presents a conflict of interest with clients because it could incentivize IARs to invest in more conservative, lower performing investments to maintain the stability of the account. Securities Backed Line of Credit (SBLOC)/ Non-Purpose Loans Osaic Institutions receives Third-Party compensation from participant banks and clearing brokers based on a markup on the interest in amounts of up to 175 basis points (1.75%) charged on the amount of the outstanding loans. The compensation varies depending on the participant bank or clearing broker that you select to provide your loan. This compensation is a conflict of interest because Osaic Institutions has a financial incentive for the client to select a lender that pays compensation to Osaic Institutions over one that does not, and an incentive for the client to maintain outstanding loans through the program. However, Osaic Institutions does not share this compensation with its Advisory Representatives. Osaic Institutions and its Advisory Representatives interests in continuing to receive investment advisory fees is an incentive to recommend that clients borrow money rather than liquidating some of their assets managed by Osaic Institutions, when it could be in a client’s best interest to sell such assets instead of using them as collateral for a loan. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest and in conjunction with the lack of compensation to your Advisory Representative, believes this mitigates any conflict to Osaic Institutions. Sweep programs As described above, accounts custodied at the Custodians will be eligible for the Sweep Program. In connection with the Sweep Program, the custodian automatically transfers free credit balances in the client’s account to a deposit account at one or more banks whose deposits are insured by the Federal Deposit Insurance Corporation (the Bank Deposit Sweep Program (“BDSP”) or the Insured Cash Account Program (“ICAP”) or, in limited cases, to a money market mutual fund product (the “Money Market Mutual Fund Program”). These programs are described below. FDIC Insured Deposit Program (BDSP & ICAP) Form ADV Part 2A Brochure 13 © Osaic Institutions, Inc.  Eligible account types: all accounts except ERISA Title 1 accounts, 403(b)(7), & Keogh plans Free credit balances swept to a deposit account earn interest that is compounded daily and credited to the client’s 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 Osaic Institutions has established deposit levels or tiers which ordinarily pay different rates of interest on different deposit balances; accounts with higher deposit balances may receive higher rates of interest than those with lower balances. The amount of interest the client receives on deposit accounts will be determined by the amount of interest paid by the Program Banks, minus the amount of fees charged by the Custodians, Osaic Institutions, and other service providers. Interest rates paid on the deposit accounts may be higher or lower than interest rates available to depositors making deposits directly with Program Banks or with other depository institutions in comparable accounts. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Insured Cash Account Program - ICAP Osaic Institutions will receive a monthly per-account fee for services it provides in connection with maintaining and administering the Sweep Program for IRA accounts held in an advisory/ fee-based office range (the “Sweep Account Fee”). The Sweep Account Fee is not based on the amount of assets in the FDIC Program or in your Program Account, and it does not depend on or vary with (and is not affected by) the actual amounts held in the deposit accounts or the client’s program account. The Sweep Account Fee will reduce the interest the client is paid on the amount of assets in the program account. The Sweep Account Fee will generally be paid by the Program Banks on the program account’s behalf; however, the Sweep Account Fee or a portion thereof may be deducted directly from the program account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In a low interest rate environment, Osaic Institutions at its discretion may decide to waive (that is, to not collect) all or a portion of the Sweep Account Fee paid by the Program Banks. Waiving all or a portion of the Sweep Account Fee will reduce the impact of the Sweep Account Fee on the interest the client receives. Under this Program, Osaic Institutions will receive a fee from the Program Banks in connection with the deposit accounts. The fee received may differ among each Program Bank. The client will have no rights to the amounts paid by the Program Banks, except for interest actually credited to the client’s account. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). Money market mutual funds - Pershing Free credit balances in the following Program Account types custodied at Pershing will be automatically swept into the Federated Hermes Government Reserves Fund (GRFXX), which is managed by Federated Hermes Investors (“Federated Hermes”): • All ERISA Title 1 account types, including Profit Sharing Plans, 401(k), Roth 401(k), Simple 401(k), Individual 401(k), qualified deferred compensation plans, defined benefit plans, target benefit plans, and money purchase pension plans • 403(b)(7) accounts • Keogh plans The Federated Hermes Government Reserves Fund is a money market mutual fund and seeks to maintain a stable share price of $1.00. The Fund invests primarily in a portfolio of short-term U.S. Treasury and government securities. These investments include repurchase agreements collateralized fully by U.S. Treasury and government securities. The Fund uses repurchase agreements to provide a liquidity base for the portfolio and a potential yield advantage relative to other short-term securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Osaic Institutions does not receive any compensation from the Federated Hermes Government Reserves Fund. For additional information about the Sweep Program for accounts custodied at Pershing, please visit our website located at osaic.com/disclosures. Form ADV Part 2A Brochure 14 © Osaic Institutions, Inc.  Material conflicts of interest Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to Osaic Institutions, a conflict of interest exists. A conflict of interest also arises because we 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 we, our clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation we receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that we earn two layers of fees on the same cash balances in client advisory accounts with us. If we did not receive such compensation, which is in addition to advisory, transaction, servicing and other fees and compensation related to Program Accounts, such client fees (including advisory fees) would generally be higher. In addition, a conflict of interest arises as a result of the financial incentive for the Firm to recommend and offer a Sweep Program over which they have control of certain functions. Osaic Institutions has 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 Osaic Institutions. The Advisory Representative who makes investment recommendations for your Program Account does not receive any compensation from these payments or based on the selection of the sweep vehicle. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest. For more information about this service and benefits that we receive in connection with such deposits, please refer to the Sweep Program terms and conditions document, which you can request from your Advisory Representative. Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP Distribution Assistance For additional information on such distribution assistance, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures or you may refer to the Fund’s prospectus or your Advisory Representative for additional information related to such fees. In an effort to maintain a positive yield to a customer, a fund company may reduce or waive a portion or all of its internal management and/or distribution fees. Please consult the Fund’s prospectus, or your Advisory Representative, for additional information on such fee waivers. Section 31 SEC Transaction Fee In accordance with Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) — such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges — must pay transaction fees to the Securities and Exchange Commission (SEC) based on the volume of securities that are sold on their markets (“Section 31 SEC Transaction Fee’). The Section 31 SEC Transaction Fee is designed to recover the costs incurred by the government, including the SEC, for supervising and regulating the securities markets and securities professionals. The SROs have adopted rules that require their broker-dealer members to pay a share of these fees. Broker-dealers, in turn, impose fees on their customers that provide the funds to pay the fees owed to their SROs. Section 31 SEC Transaction Fees imposed on your Program Account are calculated as number of shares multiplied by price per share multiplied by a specified rate set by the SEC; a small fraction of a cent that will fluctuate periodically. The applicable fee will appear on your trade confirmation. To find the current rate for Section 31 transaction fees, please visit the Division of Market Regulation’s Frequently Requested Documents webpage, and click on the most recent Fee Rate Advisory under “Section 31 Fees.” Neither the Firm, nor your Advisory Representative receive any portion of the Section 31 SEC Transaction Fee. Item 6 - Performance compensation and side- by-side management Neither the Firm nor our Advisory Representatives accept performance-based fees (i.e. fees that are based on a share of capital gains or capital appreciation of the assets of a client). Nor does the Firm engage in side- by-side management (i.e. managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees). Form ADV Part 2A Brochure 15 © Osaic Institutions, Inc.  Item 7 - Types of clients and account requirements Osaic Institutions provides investment advisory services to individuals, including high-net-worth individuals, individual retirement accounts, pension and profit-sharing plans, trusts, estates, and charitable organizations, and corporations and other businesses not listed above. Osaic Institutions does not have a minimum account size for majority of our programs, however, the AMP and UMA program may set minimums of $10,000 and $5,500, respectively. In addition, TPAM(s) that the client engages may set their own minimum. Item 8 - Methods of analysis, investment strategies and risk of loss Each account’s IAR will provide, on behalf of Osaic Institutions, the investment analyses and strategies for the account, to the extent of Osaic Institutions’ responsibilities described in this Brochure, without prior consultation with Osaic Institutions. Osaic Institutions supervises the activities of its IARs but does not generally manage or make investment decisions or recommendations with respect to specific accounts. Below, we describe the methods of analysis and investment strategies generally used by IARs in formulating advice and managing accounts on behalf of Osaic Institutions. Each IAR, however, determines the methods of analysis and strategies to be used in advising and managing his or her accounts, which may differ from the methods of analysis, strategies, or advice of other IARs. Clients should be sure to understand the methods of analysis and investment strategies their IAR expects to use in advising them or managing their accounts. Methods of analysis Fundamental analysis We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical analysis We may also analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially forecast future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may under-perform regardless of market movement. Moreover, although past market behavior can be used in an effort to predict future price movements, markets have and will behave differently than they have in the past. Cyclical analysis In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Charting In this type of technical analysis, we review charts of market and security activity in an attempt to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. Form ADV Part 2A Brochure 16 © Osaic Institutions, Inc.  Asset allocation Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Mutual fund and/or ETF analysis We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to successfully invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in other funds in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the fund or ETF less suitable for the client’s portfolio. Risk for all forms of analysis Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Investment strategies We use the following strategies in advising and managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client’s investment objectives, risk tolerance and time horizons, among other considerations: Long-term purchases We may recommend that a client purchase securities with the idea of holding them for a year or longer. Typically, we recommend this strategy when we believe the securities to be undervalued, and/or we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases When utilizing this strategy, we may recommend that a client purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an effort to assist the client to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Short sales We do not expect to recommend frequent short sales of securities. However, clients should understand the nature of these transactions, in the event we see a potential opportunity to take advantage of a future drop in the price of a security. In a short sale, your account will sell a security that it does not own. It can do this by “borrowing” the stock from the account’s broker with your promise to replace the security on a future date. If the security’s price falls before you have to return the security to the broker, your account would repurchase it at the lower price, thereby making a profit. These transactions may be speculative and involve special risk considerations. For example, you will lose money if the value of the security increases and you have to buy it at a higher price in order to return it to your broker. Because there is theoretically no limit to how high the price of the security can go, your potential losses can be infinite. Also, you must pay interest to the broker Form ADV Part 2A Brochure 17 © Osaic Institutions, Inc.  during the time you have borrowed the security, and you must also pay the broker’s commissions or other transaction costs to engage in the initial short sale and the repurchase of the security. Risk of loss As mentioned above, regardless of what strategy or analysis is undertaken, there is risk of loss; in some cases, total loss. Some risks may be avoided or mitigated, while others are completely unavoidable. Described below are some risks associated with investing and with some types of investments that are available through our advisory programs: Market risks The prices of, and the income generated by, the common stocks, bonds, and other securities you own may decline in response to certain events taking place around the world. These risks include events directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. Business Risk This is the risk that the strength of the company you are buying a piece of ownership in (stock for example) or are loaning money to (a bond, for example) affects your potential returns. Your returns from the stock purchase or bond purchase are influenced by factors like the company going out of business, or going into bankruptcy, or having a viable and strong revenue stream from the products or services it sells that is not over-shadowed by expenses. If a company goes bankrupt and its assets are liquidated, common stockholders are the last in line to share in the proceeds. Interest rate risks The prices of, and the income generated by, most debt and equity securities may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities generally will decline when interest rates rise and will increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call,” or refinance a security before its stated maturity date, which may result in having to reinvest the proceeds in lower-yielding securities. Credit risks Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Default Risk This is the risk that a bond or other fixed-income investment issuer is unable to pay the contractual interest or principal on the product in a timely manner or at all. Risks of investing outside the U.S. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent. Investments may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation (occurs when governments take away a private business from its owners); changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks. Issuer-specific risk This is the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Investment company risk To the extent a client account invests in ETFs or other investment companies, its performance will be affected by the performance of those other investment companies. Investments in ETFs and other investment companies are subject to the risks of the investment companies’ investments, as well as to the investment companies’ expenses. If a client account invests in other investment companies, the client account may receive distributions of taxable gains from portfolio Form ADV Part 2A Brochure 18 © Osaic Institutions, Inc.  transactions by that investment company and may recognize taxable gains from transactions in shares of that investment company, which would be taxable when distributed. Concentration risk To the extent a client account concentrates its investments by investing a significant portion of its assets in the securities of a single issuer, industry, sector, country or region, the overall adverse impact on the client of adverse developments in the business of such issuer, such industry or such government could be considerably greater than if they did not concentrate their investments to such an extent. Sector risk To the extent a client account invests more heavily in particular sectors, industries, or sub-sectors of the market, its performance will be especially sensitive to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The several industries that constitute a sector may all react in the same way to economic, political or regulatory events. A client account’s performance could be affected if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance. Alternative strategy mutual funds Certain mutual funds available in the Programs invest primarily in alternative investments and/or strategies. Investing in alternative investments and/or strategies may not be suitable for all investors and involves special risks, such as risks associated with commodities, real estate, leverage, selling securities short, the use of derivatives, potential adverse market forces, regulatory changes and potential illiquidity. There are special risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund’s concentration in the real estate industry. These types of funds tend to have higher expense ratios than more traditional mutual funds. They also tend to be newer and have less of a track record or performance history. Closed-end/interval funds Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, clients may be unable to liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so (unless it has been structured as an “interval fund”). In the case of interval funds, the fund will provide limited liquidity to shareholders by offering to repurchase a limited amount of shares on a periodic basis, but there is no guarantee that clients will be able to sell all of the shares in any particular repurchase offer. In some cases, there may be an additional cost to investors who redeem before holding shares for a specified amount of time. The repurchase offer program may be suspended under certain circumstances. Exchange-traded funds (ETFs) ETFs are typically investment companies that are legally classified as open-end mutual funds or UITs. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. ETFs may be closed and liquidated at the discretion of the issuing company. Structured products Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is Form ADV Part 2A Brochure 19 © Osaic Institutions, Inc.  downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. Real estate investment trust (REIT) REITs invest in real estate, and there are special risks associated with investing in real estate, including, but not limited to, sensitivity to changes in real estate values, the risk of investment loss due to the use of leveraging and other speculative investment practices, interest rate risk, lack of liquidity and performance volatility. Non-Traded REITs are not required to provide annual valuations until two years and 150 days after reaching the minimum capital raise required to begin purchasing properties. This threshold is generally outlined in the product’s prospectus. Non-Traded REITs, which are available to clients meeting certain qualification standards, may fund distributions from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to invest in new assets. Clients should be aware that these securities may not be liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the security, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the security during the repurchase offer. Issuers may repurchase shares at a price below net asset value. The repurchase program may also be suspended under certain circumstances. Variable annuities If client purchases a variable annuity, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Clients should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Some products may charge a recapture or redemption fee for contracts or benefits not held for a specified period of time or that do not follow stated withdrawal terms. Non-traded products Non-traded products do not trade on a securities exchange and are not publicly traded. Consequently, non-traded products can be riskier than products that are publicly traded because the product cannot be sold readily in a market by the investor. The non-traded product may offer to redeem shares from investors, but such share redemptions are typically subject to limitations. Share redemptions may also require that shares be redeemed at a discount and there is no guarantee that client will be able to redeem the security during the repurchase offer. In addition, non-traded products may lack share value transparency because there is no market price readily available. Without share value transparency, investors may not be able to assess the value or performance of the non-traded product. Cryptocurrency Exchange Traded Products Exchange Traded Fund (ETF) and Exchange Traded Note (ETN)(ETP) – A Cryptocurrency ETP, which may be structured as an Exchange Traded Fund (ETF) or Exchange Traded Note (ETN) F is a basket of cryptocurrency assets that tracks or approximates the price performance of one or more cryptocurrencies. An ETF trades on an exchange (open stock market). An ETN is a debt instrument that mimics the performance of an ETF but does not actually hold assets for the benefit of the client. Cryptocurrency ETFs and ETNs offer investors exposure to prices of underlying cryptocurrency instruments, without the investor owning the assets directly. All investments in ETPs involve risk of financial loss. This risk may be increased for spot bitcoin ETPs because of the high volatility of those crypto assets (meaning prices can fluctuate widely). Although spot bitcoin ETPs are intended to track the price of those crypto assets, the price of your ETP shares may deviate from the price of the crypto asset. This is due to, among other things, changing investor demand for the shares of the spot bitcoin and ether ETP, issues affecting the issuer of the spot ETP shares, or events affecting the crypto asset markets more generally. Spot crypto asset trading platforms are not registered with the SEC, may be acting without compliance with existing regulatory requirements, and may lack the oversight of other intermediaries that are registered. As a result, there is an enhanced potential for fraud and manipulation in the underlying market. Major risks: Price volatility, Cryptocurrency custody risk, Counterparty, Regulatory, Illicit uses, Decentralized network, • Potential tracking error, Potential limitations on Liquidity, Manager, Market, (for ETN: Credit risk) Form ADV Part 2A Brochure 20 © Osaic Institutions, Inc.  • Special note about Cryptocurrency risks: Cryptocurrency is a digital asset. Digital assets include virtual currencies, crypto-currencies, and digital coins and tokens (“Digital Assets”). The investment characteristics of Digital Assets generally differ from those of traditional currencies, commodities or securities. Importantly, Digital Assets are not backed by a central bank or a national, supra-national or quasi-national organization, any hard assets, human capital, or other form of credit. Rather, Digital Assets are market- based: a Digital Asset’s value is determined by (and fluctuates often, according to) supply and demand factors, the number of merchants that accept it, and/or the value that various market participants place on it through their mutual agreement, barter or transactions. Price Volatility of Digital Assets–A principal risk in trading Digital Assets is the rapid fluctuation of market price. High price volatility undermines Digital Assets’ role as a medium of exchange as consumers or retailers are much less likely to accept them as a form of payment. 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 and difficult to predict factors such as Digital Asset supply and demand; rewards and transaction fees for the recording of transactions on the blockchain; 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 Digital Asset network or Digital Asset security vulnerability; inflation levels; fiscal policy; interest rates; and political, natural and economic events. Digital Asset Service Providers–Several companies and financial institutions provide services related to the buying, selling, payment processing and storing of virtual currency (i.e., banks, accountants, exchanges, digital wallet providers, and payment processors). However, there is no assurance that the virtual currency market, or the service providers necessary to accommodate it, will continue to support Digital Assets, continue in existence or grow. 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–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. Currently, many of the companies providing Digital Assets custodial services fall outside of the SEC’s definition of “qualified custodian”, and many long-standing, prominent qualified custodians do not provide custodial services for Digital Assets or otherwise provide such services only with respect to a limited number of actively traded Digital Assets. Accordingly, clients may use non- qualified custodians to hold all or a portion of their Digital Assets. Government Oversight of Digital Assets–The regulatory schemes—both foreign and domestic—possibly Digital Assets or a Digital Asset network may not be fully developed and subject to change. It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting a Digital Asset network, generally, or restricting the right to acquire, own, hold, sell, convert, trade, or use Digital Assets, or to exchange Digital Assets for either fiat currency or other virtual currency. It is also possible that government authorities may take direct or indirect investigative or prosecutorial action related to, among other things, the use, ownership or transfer of Digital Assets, resulting in a change to its value or to the development of a Digital Asset network. Margin accounts Clients should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. The client’s creditor will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact quarterly performance. Pledging assets Clients should be aware that pledging assets in an account to secure a loan involves additional risks. The bank holding the loan may have the authority to liquidate all or part of the securities at any time without your prior notice in order to maintain required maintenance levels, or to call the loan at any time. As a practical matter, this may cause you to sell assets and realize losses in a declining market. These actions may interrupt your long-term investment goals and result in adverse tax consequences and additional fees to the bank. The returns on accounts or pledged assets may not cover the cost of loan interest and account fees and may dictate a more aggressive investment strategy to support the costs of borrowing. Before Form ADV Part 2A Brochure 21 © Osaic Institutions, Inc.  pledging assets in an account, clients should carefully review the loan agreement, loan application and any forms required by the bank and any other forms and disclosures provided. Your investments are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency, entity, or person, unless otherwise noted and explicitly disclosed as such, and as such may lose value. We ask that you work with us to help us understand your tolerance for risk. Cybersecurity Risk Osaic Institutions’ information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornados, floods, hurricanes and earthquakes. Although Osaic Institutions has implemented various measures to protect the confidentiality of its internal data and to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Osaic Institutions will likely have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Osaic Institutions’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to clients. Such a failure could harm Osaic Institutions’ reputation or subject it or its affiliates to legal claims and otherwise affect their business and financial performance. Osaic Institutions will seek to notify affected clients of any known cybersecurity incident that will likely pose substantial risk of exposing confidential personal data about such clients to unintended parties. Risk of Environmental, Social and Governance Investing (“ESG”), Socially Responsible Investing (SRI) and Other Forms of Sustainable, Responsible, Impact and Religion-based Investing The risk that another party disagrees on differences in interpretations of what it means for a company to be an environmental and/or social impact investment. There are significant differences in interpretations of what it means for a company to be an environmental and/or social impact investment. There is a risk that issuers self-label an issuance Green (or Social, Sustainable, or any other type of impact-related adjective) without adhering to the Green Bond Principles, Social Bond Principles, Sustainability Bond Guidelines, or other commonly followed market guidance. There exists no binding third-party authority to certify all Green, Social, Sustainable, or other labeled issuance at this time. There is a similar risk when a third-party money manager or a portfolio manager labels their strategy as ESG, SRI or based on religious principles. ESG and SRI Government Funding/Subsidy Risk The risk that the success of certain environmental and social impact investments depends on government funding, tax credits, or other public or private sector subsidies, which are not guaranteed over the life of the investment. ESG/SRI/Impact Investment Return Risk The risk that environmental and/or social impact investments do not provide as favorable returns or protection of capital as other investments or are more concentrated in certain sectors than investments that do not have the intention of generating measurable social and environmental impact. This could cause ESG securities to generate lower returns than non-ESG securities. ESG/SRI/Impact Investment Selection Return Risk The risk that there are lower financial returns as a result of taking into account the potential environmental and/or social impact when making decisions regarding the selection, management and disposal of investments, which means that a portfolio containing only such securities will generate lower returns than a portfolio of securities selected without regard to ESG/SRI/Impact investing criteria. Foreign Investment Risk This is the risk of loss when investing in foreign countries. When you buy foreign investments, such as shares of companies in emerging markets, you face risks that do not exist in the United States (for example, the risk of nationalization). Horizon Risk This is the risk that your investment time horizon may be shortened due to a foreseen or unforeseen event, thus requiring you to sell the investment(s) that you were expecting to hold for a longer term. If you must sell at a time when the markets are Form ADV Part 2A Brochure 22 © Osaic Institutions, Inc.  down, you may lose money. Inflation Risk Inflation risk, also called purchasing power risk, is the chance that the cash generated by an investment today won’t be worth as much in the future. Changes in purchasing power due to inflation may cause inflation risk. There are investments that help minimize inflation risk. Political and Government Risk This is the risk that the value of your investment will be affected by the introduction of new laws or regulations. Regulatory Risk This is the risk that changes in law and regulations from any government can change the value of a given company and its accompanying securities. Certain industries are susceptible to government regulation. Changes in zoning, tax structure or laws impact the return on these investments. Reinvestment Risk This is the risk of loss from reinvesting principal or income at a lower interest rate. Additional Risks of investing in TPAMs Allocations to TPAMs and investors in third-party investment funds (including registered funds and private funds) are subject to the following additional risks: Third-Party Aggressive Investment Technique Risk – Managers and investment funds may use investment techniques and financial instruments that may be considered aggressive, including but not limited to investments in derivatives, such as futures contracts, options on futures contracts, securities and indices, forward contracts, swap agreements and similar instruments. Such techniques may also include taking short positions or using other techniques that are intended to provide inverse exposure to a particular market or other asset class, as well as leverage, which can expose a client’s account to potentially dramatic changes (losses or gains). These techniques may expose a client to potentially dramatic changes (losses) in the value of its allocation to the manager and/or investment fund. Liquidity and Transferability – Certain investment funds – for example, private funds and interval funds -- offer their investors only limited liquidity and interests are generally not freely transferable. In addition to other liquidity restrictions, investments investment funds may offer liquidity at infrequent times (i.e., monthly, quarterly, annually or less frequently). Accordingly, investors in investment funds should understand that they may not be able to liquidate their investment in the event of an emergency or for any other reason. Possibility of Fraud and Other Misconduct – When client assets are allocated to a manager or investment funds, the Firm does not have custody of the assets. Therefore, there is the risk that the manager or investment fund or its custodian could divert or abscond with those assets, fail to follow agreed upon investment strategies, provide false reports of operations, or engage in other misconduct. Moreover, there can be no assurances that all managers and investment funds will be operated in accordance with all applicable laws and that assets entrusted to manager or investment funds will be protected. Counterparty Risk – The institutions (such as banks) and prime brokers with which a manager or investment fund does business, or to which securities have been entrusted for custodial purposes, could encounter financial difficulties. This could impair the operational capabilities or the capital position of a manager or create unanticipated trading risks. When you are deciding whether to invest in a specific investment, make sure you obtain, review and discuss with your Advisory Representative the documentation related to the investment which outlines the details of the investment (i.e., prospectuses, annual reports and offering memorandums that discuss the structure of the investment, fees/costs, management, portfolio, restrictions, contributions, distributions, risks, etc.). The documentation should be provided by your Advisory Representative or can be obtained directly from the investment sponsor. Item 9 - Disciplinary information We are required to disclose in Item 9 information about legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. In March of 2019, Osaic Institutions consented to an order by the Securities and Exchange Commission (“SEC”) in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Pursuant to the Initiative, Osaic Form ADV Part 2A Brochure 23 © Osaic Institutions, Inc.  Institutions self-reported to the SEC that it failed to adequately disclose conflicts of interest related to the sale of higher cost mutual fund share classes when lower cost share classes were available. Specifically, the SEC order found that Osaic Institutions placed clients in mutual fund share classes that charged 12b-1 fees when lower cost share classes may have been available. Pursuant to the order, Osaic Institutions agreed to a cease and desist, a censure, and to repay to clients all improperly disclosed fees along with prejudgment interest in the aggregate amount of $978,698.85. Osaic Institutions also agreed to undertake a review and to correct all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees. Lastly, Osaic Institutions agreed to evaluate whether existing clients should be moved to an available lower cost share and to move clients as necessary. Consistent with the terms of the Initiative, the SEC did not impose penalties against Osaic Institutions. In July of 2018, Osaic Institutions entered into a consent order with the Massachusetts Securities Division in connection with its supervision of certain brokerage products and transactions in the Commonwealth of Massachusetts. Without admitting or denying the findings, Osaic Institutions consented to a censure, fine of $125,000, restitution of $59,409.40 to client accounts, and the engagement of a consultant to review Osaic Institutions’ policies and procedures. Osaic Institutions, as a broker-dealer, is a member of the Financial Industry Regulatory Authority (“FINRA”). In October of 2015, Osaic Institutions entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain unit investment trusts (“UITs”). The findings were related to Osaic Institutions’ failure to apply brokerage sales charge discounts to certain customers’ eligible purchases of UITs. The findings stated that Osaic Institutions failed to establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible UIT purchases. Without admitting or denying the findings, Osaic Institutions consented to a censure and fine of $150,000 and restitution of $109,627.84 to client accounts. In April of 2014, Osaic Institutions entered into an AWC with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain non-traditional exchange traded funds. Without admitting or denying the findings, Osaic Institutions agreed to a censure and a fine of $75,000. In addition, Osaic Institutions agreed to pay restitution to customers who lost money in these transactions in the amount of approximately $287,000. Item 10 - Other financial industry activities and affiliations Overview This section contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with any related persons, including broker-dealers and investment advisers. We identify if any of these relationships or arrangements create a material conflict of interest with clients and discuss how we address these conflicts. “Related Persons” are defined as entities that we control or control us or are under common control with us. Corporate structure Osaic Institutions is a wholly owned subsidiary of Osaic Institutions Financial Holdings, Inc. (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”), which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners, LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski 2006 Trust. Other industry affiliates Osaic Institutions has the following affiliates, which are either wholly-owned subsidiaries of OHI or wholly-owned subsidiaries of one of OHI’s affiliates. Form ADV Part 2A Brochure 24 © Osaic Institutions, Inc.  100% owned by Osaic Holdings, Inc. Osaic Institutions Financial Holdings, Inc. (OIFH) Holding Company 100% owned by Osaic Holdings, Inc. Ladenburg Thalmann Asset Management Registered Investment Adviser Ladenburg Thalmann & Co., Inc. Broker-Dealer 100% owned by Osaic Holdings, Inc. Highland Capital Brokerage Insurance Company 100% owned by Osaic Holdings, Inc. 100% owned by Osaic Holdings, Inc. Premier Trust, Inc. Trust Company Osaic Institutions also has Related Persons who are under common control of OHI. The following chart details the Related Persons which are wholly owned subsidiaries of Osaic, Inc. (“OI”). OI is a wholly owned subsidiary of Osaic Holdings, Inc. Osaic, Inc. Holding Company 100% owned by Osaic Holdings, Inc. 100% owned by Osaic, Inc. Osaic Wealth, Inc. Registered Investment Adviser, Broker-Dealer 100% owned by Osaic, Inc. Vision2020 Wealth Management Corp. Registered Investment Adviser The following chart details the Related Persons which are not wholly owned subsidiaries of OHI or OI. These Related Persons, however, are under common control of OHI. Your IAR cannot recommend the purchase of securities through such affiliates and do not conduct advisory business through these Related Persons. 100% owned by Black Diamond Financial Holdings, LLC Black Diamond Financial, LLC Registered Investment Adviser Broker-dealer and insurance products and services As noted in Item 4, Osaic Institutions is registered with the SEC and 50 states as a broker-dealer and is a member of FINRA. Osaic Institutions’ primary business activity is providing brokerage and other services on a “networking” basis to customers at banks, credit unions and other financial institutions. The executive officers of Osaic Institutions and the IARs are separately licensed as registered principals or representatives of Osaic Institutions. Osaic Institutions’ principal executive officers and associated persons, in their separate capacities, may effect securities transactions for any client for separate and typical commission compensation. Please refer to Item 5 for further information about the brokerage services Osaic Institutions and our IARs provide to clients and the additional compensation that clients pay to purchase securities or insurance products outside of the managed account (wrap) programs we offer. As noted above, a significant portion of our business as a broker-dealer and investment adviser involves networking arrangements with banks, credit unions and other financial institutions. These arrangements permit Osaic Institutions to offer brokerage services, insurance products (such as fixed and variable annuities) and investment advisory ser vices to customers of the institution. This program is often referred to as the “Osaic Institutions Program,” and depository institutions which offer the Osaic Institutions Program to their customers are referred to as “Subscribing Institutions.” In consideration for allowing Osaic Institutions to offer products and services to their customers on the institution’s premises, Osaic Institutions pays to each Subscribing Institution a revenue sharing payment, calculated upon the commissions and other Form ADV Part 2A Brochure 25 © Osaic Institutions, Inc.  compensation generated by Osaic Institutions on sales to the Subscribing Institutions’ customers and others. The IARs are independent contractors of Osaic Institutions and are often employed by the Subscribing Institutions. As a registered broker-dealer, Osaic Institutions has entered into a fully disclosed clearing agreements with the Custodians under which they provide clearing, custody and recordkeeping services for Osaic Institutions brokerage client accounts. In connection with these services and depending upon the type of investment advisory account, clients with Osaic Institutions brokerage accounts may incur a number of different charges and fees. These include ticket charges, ACAT fees, confirmation fees, IRA maintenance fees, margin interest, inactive account fees, account termination fees and paper statement fees. These custodians share a portion of some of these fees with Osaic Institutions. Osaic Institutions is also licensed as an insurance agency in each of the states in which it does insurance business and offers insurance and insurance-related products and services in those states. IARs may also be licensed as insurance producers with Osaic Institutions and appointed as agents with various national insurance companies. As licensed producers, these individuals are able to recommend and sell life, accident, health, and variable annuity and variable life insurance products. Recommendations for these products may be made to Osaic Institutions financial planning, consulting, or other clients and any transactions effected for these clients would be for separate and typical compensation unless otherwise agreed by the client. These transactions typically occur outside of Osaic Institutions’ investment advisory and asset management programs. It is expected that Osaic Institutions and its executive officers will spend more than fifty percent of their time on brokerage and related activities, and less than fifty percent of their time on matters related to investment advisory services. Clients should be aware that the receipt of additional compensation by our firm and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making recommendations. We endeavor at all times to put the interest of our clients first as part of our fiduciary duty as a registered investment adviser and take the following steps to address this conflict: • We disclose the existence of all material conflicts of interest, including the potential for our firm and its employees to earn compensation from advisory clients in addition to our advisory fees; • We disclose to clients that they are not obligated to purchase any securities or insurance products or services from Osaic Institutions or our IARs; • We ensure that client advisory fees are not increased due to referral fees paid by our firm; • We collect, maintain and document accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance; • We require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • We periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • We educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Business operations with affiliates Some of our business operations involve directing clients to products or services of our Related Persons. In that case we or our Related Persons can receive compensation when doing so which results in a conflict of interest. Your IAR, however, does not receive a portion of the compensation paid to us or our Related Persons and therefore does not have a conflict of interest in recommending the use of one of our affiliated companies. As a result of the fact your IAR is not compensated for directing you to products or services offered by our Related Persons, we believe that Osaic Institutions’ conflict of interest is mitigated. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest. Clients are not obligated to use or engage any of the affiliates below. Osaic Institutions or its IARs may direct you to the following: Highland Capital Brokerage (Highland) 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 professional and their clients. Some employees of Highland are also registered with our broker-dealer affiliates. IARs receive indirect compensation in the form of rebated Form ADV Part 2A Brochure 26 © Osaic Institutions, Inc.  fees when recommending and selling Highland products to you. This is a conflict of interest as Advisory Representatives have an incentive to recommend and sell these products to you. Premier Trust Premier Trust is a Nevada chartered trust company that provides trust, estate planning and administrative services. When making any recommendation, IARs first consider whether Premier Trust can adequately service client needs and whether any other efficiencies or benefits will result to the client. When used, Premier Trust provides full disclosure with respect to its trust and administrative services and related costs. Ladenburg Thalmann & Co. Inc. (LTCO) LTCO is a registered broker-dealer. Your IAR can also recommend clients invest in securities issued in an initial public (“new issue”) and secondary offering for which LTCO acts as a manager, an underwriter and/ or a member of the selling syndicate. Osaic Institutions can also act as a member of the selling syndicate. We have a conflict of interest when recommending these securities because: LLTCO receives all or a portion of the concession (the difference between the price paid by the client for the security and the price for which LTCO purchases the security) in connection with such sales. This concession will vary between different offerings. If Osaic Institutions also acts as a member of the selling syndicate, it receives a portion of the concession. If your IAR is also a registered representative, he or she generally receives a portion of this compensation in that separate capacity. Because of our affiliation with LTCO, we have incentives to recommend investments in these initial and secondary offerings for the above reasons rather than based on client needs. To address these conflicts, we have policies and procedures in place to make sure securities in initial public offerings are recommended only to clients for whom they are in the client’s best interest based on client investment objectives and holdings. If securities acquired in initial public and secondary offerings become oversubscribed, we have policies and procedures in place addressing the allocation process under these circumstances. Ladenburg Thalmann Asset Management, Inc. (LTAM) LTAM is an SEC registered investment adviser specializing in investment management, market analysis, due diligence, fund selection, asset allocation and diversification strategies. LTAM sponsored programs and their characteristics are more fully described in its disclosure brochures, which are available to any client or prospective client upon request. LTAM offers the Ladenburg Funds (i.e., Ladenburg Income Fund, Ladenburg Income & Growth Fund, Ladenburg Growth & Income Fund, Ladenburg Growth and Ladenburg Aggressive Growth), each of which is an open-end fund; as well as the Total Portfolio Series funds (Collective Investment Trusts) established for retirement plans. Our IARs can recommend clients invest in these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through LTCO, which receives no commissions when executing trades on behalf of the Funds. LTAM operates $ymbil®, an online, interactive tool designed to assist clients in selecting among the five Ladenburg Funds by using a questionnaire to gauge a client’s time horizon, risk tolerance and investment objectives. A client investment profile is created from the responses to this online questionnaire. LTAM has no discretion over a client’s investments. Our IARs can recommend clients use $ymbil, and if clients implement transactions using $ymbil, both Osaic Institutions and our IARs receive promoter fees. LTAM offers the Qui(k) program. LTAM serves as the ERISA Section 3(38) investment fiduciary for the plans associated with this program. LTAM has entered into an agreement to provide 3(38) investment fiduciary services to TRG Fiduciary Services, LLC (TRGF). TRGF is the Pooled Plan Provider (PPP) for the Qui(k) platform, TRGF’s Pooled Employer Plan (PEP). LTAM, as well as the other Qui(k) platform service providers, are engaged by TRGF in their capacity as the PPP named fiduciary and PEP plan sponsor. Certain collective investment trusts (“CITs”) managed by LTAM are available as investment options in Qui(k). However, LTAM utilizes a share class that does not pay a fee to LTAM for management of the CIT assets. Employers who participate in Qui(k) will sign a separate agreement engaging TRGF as the PPP. TRGF, LTAM, and Osaic Institutions do not engage in any revenue sharing as a result of this relationship. The specific manner in which fees are charged is established for a client in the client’s written investment advisory agreement. IARs are not acting as a fiduciary for purposes of ERISA when recommending employer participation in Qui(k) versus the other programs or options. We offer clients access to professional third-party money managers that create and implement portfolios with a variety of investment strategies (see Item 4 - Advisory Business for additional information on referrals to third-party money managers). LTAM is among the third-party money managers that can be recommended to clients. Osaic Institutions has a conflict of interest when recommending LTAM to clients. IARs receive compensation that varies depending on the TPAMs recommended. Osaic Institutions earns more total compensation when a client selects LTAM as a third-party manager than Form ADV Part 2A Brochure 27 © Osaic Institutions, Inc.  we would earn if the client selects certain other unaffiliated TPAMs. Thus, our IARs have a conflict of interest because of an incentive to recommend certain managers over others. We address these conflicts of interest through policies and procedures that, among other things, require IARs to make suitable recommendations, to act as a fiduciary to clients, and to act solely in clients’ best interests. Envestnet Asset Management Inc. (“Envestnet”) 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 Asset Management, Inc. (“Envestnet”). In addition, select management and Financial Advisors own less than 0.5%, indirectly through a Reverence Capital Partners-controlled entity, in Envestnet. As a result, the Firm and Financial Advisors in particular, have an incentive to offer and recommend to you programs that use Envestnet’s services (for additional information, please refer to the description of the Vision2020 Wealth Management Platform below). The Firm has procedures designed to mitigate this conflict. CAIS Alternative Investments Platform As described above, Osaic Institutions is a subsidiary of Osaic Wealth Holdings, Inc., which is ultimately owned by a number of private investment funds organized and sponsored by Reverence Capital Partners. In addition to its ownership of Osaic Wealth Holdings, Inc., private investment funds organized and sponsored by Reverence Capital Partners, directly or indirectly, own (whether through majority or minority interest) other investment advisers and securities and financial services firms. One of such firms is Capital Integration Systems LLC (“CAIS”), which, as disclosed in Item 4, together with its affiliates provides the alternative investments platform to Osaic Institutions’ clients. This ownership entitles Reverence Capital Partners to appoint a member to the board of directors of CAIS and certain committees thereof and otherwise grants the Reverence Capital Partners certain consent and veto rights over actions taken by CAIS and its affiliates. In addition, our agreement with CAIS provides for a payment to us of up to 10 basis points (.10%) on the sale amount of alternative investment products sold through the CAIS platform. Osaic Institutions has therefore an incentive to recommend alternative investments on the CAIS platform to you, which is a conflict of interest. However, your Advisory Representative does not receive any portion of this compensation. Board of directors Members of the Osaic Institutions Board of Directors also serve as board members for several of our affiliated companies. There can be a perceived conflict of interest. You should be aware that the Board of Directors does not make decisions for our firm without following the process set forth in our firm’s by-laws. Referrals to other investment advisers Osaic Institutions offers clients access to professional TPAMs that create and implement portfolios with a variety of investment strategies. LTAM is among the TPAMs that can be recommended to clients. Osaic Institutions has a conflict of interest when recommending LTAM to clients. IARs receive compensation that varies depending on the TPAM recommended. Osaic Institutions earns more total compensation when a client selects LTAM as a TPAM than we would earn if the client selects certain other unaffiliated TPAMs. Thus, our IARs have a conflict of interest because of an incentive to recommend certain managers over others. We address these conflicts of interest through policies and procedures that, among other things, require IARs to make suitable recommendations, to act as a fiduciary to clients, and to act solely in clients’ best interests. Moreover, clients are not required to accept any recommendation of TPAMs given by Osaic Institutions and have the option to receive investment advice through other TPAM of their choosing. Please refer to Item 4 for information about our recommendations of TPAMs (including wrap fee programs) and the conflicts of interest we have in recommending these programs. Outside Business Activities Since registered representatives are independent contractors of Osaic Institutions, they have the ability to engage in certain other business activities separate from the activities they conduct through Osaic Institutions. Some of our affiliated registered representatives are permitted to be employed by, or own, a financial services business entity, including an investment adviser business, separate from Osaic Institutions. Clients should be aware that these situations can exist and can include such activities include tax preparation, insurance, and/or real estate services. When your IAR engages in these certain other business activities (other than the provision of brokerage and advisory services through us), they could receive Form ADV Part 2A Brochure 28 © Osaic Institutions, Inc.  greater compensation through outside business activities. Item 11 - Code of ethics, interest in transactions and personal trading Code of ethics and personal trading Osaic Institutions has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits Osaic Institutions employees and IARs to invest for their own personal accounts in the same securities that Osaic Institutions and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. Osaic Institutions addresses this conflict of interest by requiring in its code of ethics that Osaic Institutions employees and IARs report certain personal securities transactions and holdings to Osaic Institutions. Osaic Institutions has procedures to review personal trading accounts for front running. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request. Participation or interest in client transactions As part of financial planning and consulting services, an IAR may or may not provide recommendations as to investment products or securities. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to Osaic Institutions and the IAR, this presents a conflict of interest. The compensation to the IAR and Osaic Institutions may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a financial plan or consulting advice be implemented using a certain product or service over another product or service. If the client decides to implement the recommendations received pursuant to a financial plan or consulting services through an Osaic Institutions advisory program or service, the IAR will provide client at the time of engagement with a Brochure, client agreement and other account paperwork that contain specific information about fees and compensation that the IAR and Osaic Institutions will receive in connection with that program. The Brochures are also available at adviserinfo.sec.gov. If the client desires instead to purchase securities in a brokerage account through IAR acting as a registered representative of Osaic Institutions, Osaic Institutions and IAR will receive brokerage-related compensation for those services, such as commissions and/or trail fees. Osaic Institutions provides information regarding such brokerage compensation at the time of a brokerage transaction and also on its website at osaic.com. When considering whether to implement recommendations received pursuant to a financial plan or consulting services through the IAR and Osaic Institutions, clients should discuss with the IAR how Osaic Institutions and IAR will be compensated for any recommendations in the plan. It is important to note that clients are under no obligation to implement recommendations received pursuant to a financial plan or consulting services through Osaic Institutions. Clients should understand that the investment products, securities and services that an IAR recommends as part of financial planning and consulting services are available to be purchased through broker-dealers, investment advisers or other investment firms not affiliated with Osaic Institutions. A portion of the fee to the IAR may be paid by the IAR to his or her Osaic Institutions branch manager or another Osaic Institutions representative for supervision or administrative support. There is a conflict of interest when a branch manager receives a portion of this fee for supervision because the fee affects his or her ability to provide objective supervision of the IAR. Item 12 - Brokerage practices Although we may utilize other broker-dealers and account custodians to service your advisory account, Osaic Institutions, in its capacity as a broker-dealer and member of FINRA, will be the primary broker-dealer through which securities transactions in the asset allocation and wrap fee programs will be processed. Clients who want to participate in Osaic Form ADV Part 2A Brochure 29 © Osaic Institutions, Inc.  Institutions’ asset allocation and wrap fee programs are required to utilize Osaic Institutions for these purposes. Osaic Institutions clients who utilize Osaic Institutions’ financial planning and consulting services, plan advisory services or solicitation services are not required to utilize Osaic Institutions as the broker-dealer. Clients should understand that Osaic Institutions and its IARs have a conflict of interest with respect to transactions effected through Osaic Institutions. Osaic Institutions, as a registered broker-dealer, and the IARs, as registered representatives of Osaic Institutions, may receive separate and typical compensation from any brokerage transaction they implement on behalf of Osaic Institutions. Except with respect to Osaic Institutions’ asset allocation and wrap fee programs, no investment advisory client is obligated to use Osaic Institutions or the IARs for brokerage services. In the event that clients elect to utilize Osaic Institutions in its capacity as a broker-dealer, Osaic Institutions and the IARs may receive certain 12(b)-1 fees and other distribution and administrative fees from mutual funds in which client funds are invested as described in Item 5. These fees are in addition to Osaic Institutions’ investment advisory and transaction fees. Osaic Institutions, as a matter of policy and practice, does not have any formal or informal arrangements or commitments to utilize research, research-related products and other services obtained from broker-dealers, or third parties, on a soft dollar commission basis. Soft dollars generally refers to arrangements whereby a discretionary investment adviser is allowed to pay for and receive research, research-related or execution services from a broker-dealer or third-party provider, in addition to the execution of transactions, in exchange for the brokerage commissions from transactions for client accounts. IARs may block (or bunch) trades for advisory clients to attempt to achieve the best execution for large orders for an individual account or to obtain a uniform execution price for identical securities across several accounts. Similarly, Osaic Institutions may block the trades for advisory accounts that it manages. All block trades placed will be processed through an average price account. This means that all execution prices for the security bought or sold on that day will be averaged. While the client may not receive the best execution price, the client will also not receive the worst price. Block trading is only available if the client’s account is being managed on a discretionary basis. Block trading does not reduce the client’s transaction costs. Item 13 - Review of accounts For financial planning and consulting clients, the IAR and the client will engage in meetings, telephone conversations, and other communications to discuss and review the various topics to be addressed while the financial plan is being developed or the consulting project is being addressed, and upon delivery of the written financial plan or our verbal advice for consulting engagements. We will not provide any on-going monitoring, advice, or updates unless specifically agreed in a written financial planning or consulting agreement. Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by the Client’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. Osaic Institutions may also send periodic or other event-inspired reports based on market or portfolio activity. Reports will generally be provided in electronic format. Item 14 - Client referrals and other compensation Client referrals As described in Item 10, Osaic Institutions has entered into agreements with various Subscribing Institutions, pursuant to which the IARs may solicit applications from, negotiate with, and sell or offer investment services and products to customers of the Subscribing Institutions during the term of the agreement. Employees of the Subscribing Institutions may refer customers to Osaic Institutions and the Subscribing Institutions may pay them a referral fee under the guidelines of SEC Regulation R. The investment services and products marketed to the customers of Subscribing Institutions are offered and sold exclusively by IARs contracted by Osaic Institutions, who are licensed with the appropriate regulatory authorities pursuant to the applicable state and federal insurance and securities laws and regulations. The Subscribing Institution is compensated by Osaic Institutions in connection with the sales of all securities, insurance products and advisory fees. Form ADV Part 2A Brochure 30 © Osaic Institutions, Inc.  This referral compensation varies, but in situations where the financial professional is employed by the financial institution, the financial institution typically receives 80% to 95% of the investment advisory fees earned on such services. This range is lower in situations where the financial professional is not an employee of the financial institution, typically between 20% and 50% of the advisory fees. This referral arrangement does not result in any increase in the fees you pay to Osaic Institutions. The financial institution is paid directly by Osaic Institutions for the referral. The Subscribing Institution then shares a portion of the compensation with the IAR. The Subscribing Institution establishes the compensation plan for the IAR, which is subject to approval by Osaic Institutions. The compensation plan determines how the IAR’s compensation is structured and the amount of compensation the IAR will receive. IARs have a financial incentive to recommend a particular service or product if under the compensation plan the recommended product will result in more compensation to the IAR than another product or service, including advisory versus brokerage services. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client. In addition, Osaic Institutions provides other forms of compensation to Subscribing Institutions, such as bonuses, awards or other things of value offered by Osaic Institutions to the institution. In particular, Osaic Institutions pays financial institutions in different ways, including payments based on production, payments in the form of repayable or forgivable loans, payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions, advances of advisory fees, or attendance at Osaic Institutions’ national conference or top producer forums and events. Osaic Institutions pays this compensation based on overall business production and/or on the amount of assets serviced in Osaic Institutions advisory programs. Subscribing Institutions are also eligible to receive compensation from Osaic Institutions in order to assist with offsetting time and expense in coordinating transfers of client accounts from third-party investment platforms to Osaic Institutions’ platform. As a result, the Subscribing Institution and IAR have a conflict of interest and financial incentive for the IAR to recommend the program account and services that will result in the greatest compensation to the Subscribing Institution and the IAR. If Osaic Institutions makes a loan to a new or existing Subscribing Institution, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise an IAR at that Subscribing Institution. In addition, Subscribing Institution employees who are not associated with Osaic Institutions often refer prospective customers to IARs working in the Subscribing Institution. These employees frequently receive a nominal referral fee from the Subscribing Institution (typically up to $25) as compensation for each referral. Referrals to other investment advisers Clients placed with TPAM’s to which Osaic Institutions solicits on behalf of will be billed in accordance with that TPAM’s fee schedule, which will be disclosed to the Client prior to signing an agreement. When referring Clients to a TPAM, the Client’s best interest will be the main determining factor of Osaic Institutions. All TPAMs that Osaic Institutions recommends must be a Registered Investment Advisors with the SEC or with the appropriate state authority(ies). These practices represent conflicts of interest because Osaic Institutions is paid a Solicitor Fee for recommending the TPAM and may choose to recommend a particular TPAM based on the fee Osaic Institutions is to receive. This conflict is mitigated by disclosures, procedures and Osaic Institutions’ fiduciary obligation to act in the best interest of its Clients. Clients are not required to accept any recommendation given by Osaic Institutions and have the option to receive investment advice through TPAMs of their choosing. Other compensation As a broker-dealer, investment adviser and insurance producer, Osaic Institutions offers a large number of products to our customers. It is important to know that a number of companies whose products are offered through Osaic Institutions pay extra compensation to Osaic Institutions. These companies, referred to as “Product Partners”, include mutual fund companies, insurance carriers, issuers of structured products and issuers of non-traded real estate investment trusts. Product Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Product Partners have more opportunities than other companies to market and educate our IARs on investments and the products they offer. The amount of compensation paid to Osaic Institutions varies by Product Partner. In general, Product Partners may compensate Osaic Institutions by paying (i) a fixed dollar amount or paying a sponsorship fee for an Osaic Institutions event, (ii) a percentage of product sales, (iii) a percentage of customer assets invested in the products, or (iv) a combination of the above. Product Partners pay Osaic Institutions differing amounts of revenue sharing, for which the Product Partner receives different benefits. In addition, Osaic Institutions employees and IARs receive compensation in the form of gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with the IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective Form ADV Part 2A Brochure 31 © Osaic Institutions, Inc.  clients. Clients of Osaic Institutions do not pay more to purchase the products of Product Partners through Osaic Institutions. This additional compensation to Osaic Institutions creates a conflict and incentive for Osaic Institutions and its IARs to promote Product Partner products over other products. Osaic Institutions manages this conflict by not sharing the identity of the Product Partners with its IARs. Likewise, IARs do not receive additional compensation for selling a Product Partner product, although the IAR may benefit indirectly when Product Partner payments are used to support costs relating to review, marketing and training. Cash in an investment advisory account that is awaiting investment or reinvestment may be invested in the Sweep Program. Rates in the Sweep Program offered by Osaic Institutions will vary over time and may be higher or lower than the rate paid on other sweep options or other money market mutual funds not offered by Osaic Institutions as a cash sweep option. For more information regarding the Sweep Program, please see Item 5 above. The Custodians are the clearing firms for Osaic Institutions’ brokerage and advisory business. They provide significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated these contracts within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place. These clearing firms also shares with Osaic Institutions a portion of the fees you pay for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged (a “markup”). Please see the Schedule of Brokerage Fees for Advisory Services at osaic.com/disclosures for details on all of these fees which identifies each specific item which Osaic Institutions marks up. Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. IAR compensation The IAR recommending an advisory service receives compensation, directly from Osaic Institutions or indirectly through a Subscribing Institution, as the case may be. IARs are compensated by Osaic Institutions (directly or indirectly) as independent contractors and not as employees. This compensation includes a portion of the advisory fee and such portion received by IAR may be more than what IAR would receive at another investment adviser firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by Osaic Institutions or the Subscribing Institution to the IAR. In particular, Osaic Institutions pays its IARs in different ways, for example: • payments based on production • payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions • payments in the form of repayable or forgivable loans • advances of advisory fees reduction or elimination of certain costs or expenses otherwise payable by the IAR • • attendance at Osaic Institutions conferences and events. Osaic Institutions pays IARs this compensation based on the IAR’s overall business production and/ or on the amount of assets serviced in Osaic Institutions advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other Osaic Institutions programs, programs of other investment advisers or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the IAR has a financial incentive to recommend advisory services over other programs and services. However, an IAR may only recommend a program or service that he or she believes is suitable for you and in your best interest. Osaic Institutions has systems in place to review IAR-managed accounts for suitability over the course of the advisory relationship. Form ADV Part 2A Brochure 32 © Osaic Institutions, Inc.  If an IAR has recently become associated with Osaic Institutions, he or she may have received payments from Osaic Institutions or the Subscribing Institution in connection with the transition from another broker-dealer or investment adviser firm. These payments, which may be significant, are intended to assist an IAR with the costs associated with the transition, such as moving expenses and termination fees associated with moving accounts; however, Osaic Institutions does not confirm the use of these payments for such transition costs. These payments can be in the form of loans to the IAR, which are repayable to Osaic Institutions or forgiven by Osaic Institutions based on years of service with Osaic Institutions (e.g., if the IAR remains with Osaic Institutions for 5 years) and/or the scope of business engaged in with Osaic Institutions, including the amount of advisory account assets with Osaic Institutions. The receipt of these payments creates a conflict of interest in that an IAR has a financial incentive to recommend that a client open and maintain an account with the IAR and Osaic Institutions for advisory and/or brokerage services. In addition, these transition payments create a conflict and an incentive to recommend switching investment products or services where a client’s current investment options are not available through Osaic Institutions. Osaic Institutions and its IARs attempt to mitigate these conflicts of interest by evaluating and recommending that clients use Osaic Institutions’ services based on the benefits that such services provide to clients, rather than the transition payments earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with Osaic Institutions. If Osaic Institutions makes a loan to a new or existing IAR, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise the IAR. Networking Arrangements There is an option for Osaic Institutions and its Advisory Representatives to offer advisory services on the premises of unaffiliated financial institutions, like banks or credit unions. In such a case, Osaic Institutions will enter into networking agreements with financial institutions pursuant to which we share compensation, including a portion of the advisory fee, with the financial institution for the use of the financial institution’s facilities and for client referrals. Recruiting and Transition Assistance To assist in the costs of transitioning from another investment adviser, we provide various benefits and/ or payments to certain Advisory Representatives that are newly associated with Osaic Institutions. The proceeds of the transition assistance payments are intended to be used for a variety of purposes, including but not limited to, providing working capital to assist in funding the Advisory Representative’s business, satisfying outstanding debt owed to the Advisory Representative’s previous firm, technology set-up fees, marketing and mailing costs, stationery and licensure transfer fees, moving expenses, office space expenses, and staffing support. The amount of the transition assistance is generally based on the size of the Advisory Representative’s business established at his or her prior firm. This assistance is generally in the form of loans to the Advisory Representative and are forgiven based on the years of service with Osaic Institutions. The receipt of the recruiting/transition assistance creates a conflict in that the Advisory Representative has a financial incentive to recommend a client to open and maintain an account with Osaic Institutions. Top Producer Opportunities Osaic Institutions offers additional educational, training, marketing and home office support services and events for those Advisory Representatives that meet overall revenue production goals. While these goals are not specific to any type of product or service offered, a conflict of interest exists because these opportunities provide a financial incentive for Advisory Representatives to recommend investment products and advisory services in general. Advisor Appreciation Program Osaic Institutions provides the following compensation and ownership opportunities to certain Advisory Representatives: • The Custodial Net New Asset Program – We will make additional annual payments to Subscribing Institutions and Advisory Representatives of approximately 35 basis points (0.35%) on average on all new assets added to our customer accounts custodied with Pershing and NFS. The payment depends on a number of factors. Your Advisory Representative may receive a higher payment. Please reach out to your Advisory Representative for information about this conflict. The Custodial Net New Asset Program provides an incentive for your Advisory Representative to select the Pershing and NFS custodial location for your brokerage accounts because compensation is paid to the Subscribing Institution and/or the Advisory Representative (rather than a custodial location at an investment sponsor which would not result in additional compensation). The Referral Rewards Program – Subject to certain qualifications and restrictions, the Firm will make payments to the • Form ADV Part 2A Brochure 33 © Osaic Institutions, Inc.  Subscribing Institution or affiliated Financial Professionals for referrals of unaffiliated Institutions or Financial Professionals. For each qualified referred Institution or Financial Professional which affiliates with the Firm, the referring Subscribing Institution or Financial Professional will receive up to 3% of the referred Institution’s or Financial Professional’s trailing 12-month production and up to 3% of the referred Institution’s or Financial Professional’s first 12 months of production. The Firm is responsible for these payments and the payments to the Subscribing Institution or the Financial Professional are not a portion of the fees and/or commissions you pay. A Subscribing Institution’s or your Financial Professional’s status as a referring Subscribing Institution or Financial Professional is not a conflict to you because if referring, the referred Subscribing Institution’s or Financial Professional’s production is unrelated to your account. The Subscribing Institution’s or your Financial Professional’s status as a referred Institution or Financial Professional is not a conflict to you, because The Subscribing Institution’s or your Financial Professional is not compensated specifically for being part of the Referral Reward. Loans Osaic Institutions provides loans to certain Advisory Representatives as an incentive to establish, maintain, or expand their brokerage and advisory relationships. The repayments of such loans are typically dependent on the financial professional retaining affiliation with Osaic Institutions through the end of the loan period. These loans create a conflict of interest for the financial professional to retain affiliation with Osaic Institutions in order to avoid repayment of the loan. Please note the forgivable notes referenced in the section above on Advisor Appreciation Programs. Indirect Compensation and Revenue Sharing Strategic Partners In addition to commissions or asset-based fees, Osaic Institutions receives compensation (“revenue sharing payments”) from the below categories: Packaged Products: certain mutual funds, exchange traded funds (ETFs), variable insurance products, fixed insurance products, direct participation programs, alternative investments, and unit investment trusts (UITs) • Retirement Plan Partners: third-party firms, including plan recordkeeping platforms as well as investment managers of mutual funds and the issuers of annuities • TPAMs: certain third-party money managers offered through accounts custodied away from the Broker- Dealer Collateralized Lending Partners: certain banking institutions that collateralize certain investment accounts to obtain • secured loans • The above categories are hereinafter referred to as (“Strategic Partner” or “Strategic Partners”). Strategic Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Strategic Partners have more opportunities than other companies to market and educate our Advisory Representatives on investments and the products they offer. Revenue sharing payments are typically calculated as a fixed fee, as an annual percentage of the amount of assets held by customers, or as a percentage of annual new sales, or as a combination. Strategic Partners pay differing amounts of revenue sharing, for which the Strategic Partner receives different benefits. You do not pay more to purchase Strategic Partner investment products than you would pay to purchase those products through another broker- dealer. Additionally, revenue-sharing payments received are not paid to or directed to your Advisory Representative. Nevertheless, a conflict of interest exists, in that Osaic Institutions is paid more if you purchase a Strategic Partner product, and your Advisory Representative indirectly benefits from Strategic Partner payments when the money is used to support costs of product review, marketing or training. This conflict of interest is mitigated by the fact that your Advisory Representative does not receive any additional compensation for selling Strategic Partner products, and that Osaic Institutions maintains policies and procedures to ensure recommendations are in your best interest. Osaic Institutions will update information regarding Strategic Partners who participate in revenue sharing arrangements with Osaic Institutions on its website on a regular basis. For additional information, including specifics on the revenue share amounts, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. From time to time, Osaic Institutions also receives revenue sharing payments from companies that are not Strategic Partners, generally to cover meetings expenses. Form ADV Part 2A Brochure 34 © Osaic Institutions, Inc.  Clearing & Custodial Firms The Custodians provide significant compensation to Osaic Institutions 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 Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at the clearing firms. The specific terms of this compensation differ between the Custodians. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contracts with the Custodians within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with the Custodians. Our Advisory Representatives receive indirect compensation from Osaic Institutions for certain level of assets with Custodians. Thus, they are incentivized to recommend these Custodians to you over other options. Certain custodian fees apply to your clearing accounts. In some instances, Osaic Institutions pays a portion of the fee charged. In some instances, Osaic Institutions applies a markup to these fees. Please see the Custodians Client Fee Disclosure brokerage fee schedules (website below) for details on all of these fees which identifies each specific item which Osaic Institutions mark-ups. Depending on the custodial fee, it is applied annually, per transaction, per month or per CUSIP. The above forms of compensation are in addition to advisory fees you pay to us. Osaic Institutions exercises no discretion, nor provides any advice or recommendation in the selection of the Custodian for any specific account or client. As a result, any difference in compensation to Osaic Institutions is based solely on the contracts with the Custodians and your Advisory Representative’s election of a Custodian. Secondly, Advisory Representatives do not share in any compensation paid by the custodians to Osaic Institutions. As a result, Advisory Representatives have no financial conflict of interest in any recommendation of a Custodian to clients. Please refer to the Client Fee Disclosure - Pershing Clearing and Client Fee Disclosure - NFS Clearing located at osaic.com/disclosures to find additional details regarding custodial fees. For more information regarding the above forms of compensation, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. Other Cash and Non-Cash Compensation In addition to reimbursement of training and educational meeting costs, Osaic Institutions and its Advisory Representatives may receive promotional items, meals or entertainment or other non-cash compensation from representatives of mutual fund companies, insurance companies, and Alternative Investment Products, as permitted by regulatory rules. Additionally, sales of any mutual funds, variable insurance products and Alternative Investment Products, whether or not they are those of Strategic Partners, can qualify Advisory Representatives for additional business support and for attendance at seminars, conferences and entertainment events. From time to time, non-Strategic Partners attend Firm sponsored meetings for a fee. Item 15 - Custody and account statements Clients will receive account statements directly from your qualified custodian on at least a quarterly basis showing all transactions in the account during the reporting period. Please review any account statements produced by Osaic Institutions with the statements received by the qualified custodian. Any discrepancies should be reported promptly to our Compliance Department by email at oi.compliance@osaic.com or by telephone at (203) 599-6000. Item 16 - Investment discretion All grants of discretionary authority must be in writing. If a client wishes to impose reasonable limitations on the portfolio manager’s discretionary authority, such limitations must be included in the client agreement or otherwise submitted to us in writing. The client may change or amend these limitations, as desired, by written instruction to the attention of our Chief Compliance Officer by email at oi.compliance@osaic.com or by telephone at (203) 599-6000, or by mail to the address shown on the cover page of this Brochure. Clients should be aware that under the terms of each program and any separate agreement between the client and a third-party portfolio manager, the third-party manager may not accept limitations on its authority. Form ADV Part 2A Brochure 35 © Osaic Institutions, Inc.  Item 17 - Voting client securities We require the client to retain responsibility for voting all account securities. We will not vote, exercise rights, make elections, or take other such actions with respect to securities held for accounts we manage. If desired, a client may instruct us in writing to forward to the client or a third-party materials we receive pertaining to proxy solicitations or similar matters. Upon receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard account proxy and related materials. Clients may obtain proxy materials directly by written request to the account’s custodian. For information about how to obtain proxy materials from a custodian, clients may contact us by email at oi.compliance@osaic.com, or by mail to the address on the front of this Brochure. However, we do not provide advice about the issues raised by proxy solicitations or other requests for corporate action. Similarly, we do not advise or exercise rights, make elections, or take other actions with respect to legal proceedings involving companies whose securities are or were held in a client’s account, such as asserting claims or voting in bankruptcy or reorganization proceedings, or filing “proofs of claim” in class action litigation. If desired, a client may instruct us in writing to forward to the client or a third-party any materials we receive pertaining to such matters. Upon our receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard such materials. Written instructions should be sent by email to oi.compliance@osaic.com or by telephone at (203) 599-6000, or by mail to the address shown on the cover page of this Brochure. Item 18 - Financial information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Osaic Institutions’ financial condition. Osaic Institutions has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. Nor do we require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Form ADV Part 2A Brochure 36 © Osaic Institutions, Inc. 

Wrap Fee Program Brochure Form ADV, Part 2A, Appendix 1 March 31, 2025 This Wrap Fee Program Brochure provides information about the qualifications and business practices of Osaic Institutions, Inc. If you have any questions about the contents of this Brochure, please contact us by email at oi.compliance@osaic.com, or by telephone at (203) 599-6000, or by mail at the address at the bottom of this page. 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. Osaic Institutions, Inc. is an investment adviser registered with the United States Securities and Exchange Commission. Registration with the SEC does not imply that Osaic Institutions, Inc. or any person associated with Osaic Institutions, Inc. has achieved a certain level of skill or training. Additional information about Osaic Institutions, Inc. is available on the SEC’s website at adviserinfo.sec.gov.  Item 2 - Material changes This section of our Brochure summarizes material changes that have occurred at our firm since the previous release of our Brochure. We will update this section of our Brochure on an annual basis and send a summary of any material changes at our firm along with a copy of our annual privacy policy mailing. You may receive a complete copy of our Brochure by contacting your Osaic Institutions Adviser or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. Since our last annual updating amendment on March 26, 2024, we have made the following material amendments to this Brochure: • This Brochure is for Legacy Use Only – No New Clients will be allowed into this program Item 4 - Clarification of Money Market funds offered, Material conflicts of interest • Item 9 – Removal of Various Other Industry Affiliates • WealthSelect Program Wrap Fee Program Brochure 2 © Osaic Institutions, Inc.  Item 3. Table of contents WealthSelect Program Wrap Fee Program Brochure 3 © Osaic Institutions, Inc.  Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us” or the “Firm”.) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2024, we managed client assets of approximately $1,088,522,664on a discretionary basis and $2,935,926,307 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at oi.compliance@osaic.com. Osaic Institutions sponsors several wrap fee programs that are described in this Brochure. These programs include (1) discretionary and nondiscretionary accounts that are managed by IARs, (2) discretionary asset management programs offered by Osaic Institutions through agreements with Envestnet Portfolio Solutions, Inc. (“Envestnet”) and Lockwood Advisors, Inc. (“Lockwood”), and (3) other discretionary asset management programs offered through certain third- party asset managers. Each of these programs is described below. Osaic Institutions also sponsors other wrap fee programs. Clients can obtain a copy of the brochure for each of these wrap fee programs by contacting your IAR or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. Osaic Institutions offers to clients a wrap fee program known as the Adviser Managed Account Program (the “AMAP Program”). The AMAP Program provides clients with an investment advisory account managed by the IAR on either a discretionary or nondiscretionary basis. “Nondiscretionary” services require clients to initiate or pre-approve investment transactions in their accounts before they can occur, whereas ”discretionary” services authorize the IAR or other designated third-party investment adviser to buy, sell or hold investment positions without obtaining pre-approval from clients for each transaction. With an AMAP account, the IAR assists the client in developing a personalized asset allocation program and custom-tailored portfolio designed to meet the client’s investment objectives. The recommended portfolio may include investments such as mutual fund shares, exchange traded funds (“ETFs”), variable annuities, stocks, bonds, traded and non-traded real estate investment trusts (“REITs”) or a combination of these investments. The AMAP account will typically consist of a percentage of securities from various asset classes. The percentage weightings within asset classes will be based upon the client’s risk profile, investment objectives, individual preferences and availability. For accounts that include securities transferred in kind, the weightings may also be affected by factors such as tax basis and other client preferences. If a client is interested in the AMAP Program, the IAR will obtain the necessary financial data from the client, assist the client in determining the suitability for the AMAP Account and help establish investment objectives. The client will open an AMAP account by signing a written agreement that authorizes Osaic Institutions and the IAR to purchase and sell WealthSelect Program Wrap Fee Program Brochure 4 © Osaic Institutions, Inc.  securities in your account in accordance with your investment objectives. In discretionary accounts, the IAR can buy and sell securities without your prior consent. In nondiscretionary accounts, the IAR must obtain your consent before any transactions in the account take place. Upon acceptance of an AMAP account by Osaic Institutions, the client will direct Osaic Institutions, in its capacity as an introducing broker-dealer, to open a brokerage account with Osaic Institutions’ clearing broker, Pershing, LLC (“Pershing”). Pershing will generally provide all custody, trade execution, clearing, trade confirmations and regular statements of positions and account activity. In addition, Osaic Institutions has contracted with Envestnet to prepare quarterly reports showing the account composition, portfolio performance, current asset allocation and current portfolio activity. The IARs are given access to these quarterly reports and may or may not forward them along to the client. Clients in the AMAP Program that would like to receive these reports should contact their IAR or contact Osaic Institutions at the address on the Cover of this Brochure. Neither Osaic Institutions nor the IAR reviews the performance information provided by Envestnet to determine its accuracy. Clients participating in the AMAP Program will generally pay one fee for the advisory services of Osaic Institutions and, except as otherwise set forth in the investment advisory agreement, for all brokerage and custodial fees. The maximum AMAP Program fee schedule is set forth below and is expressed in terms of an annual percentage of account asset size. Discretionary Accounts 1.85% per annum Nondiscretionary Accounts 1.85% per annum Fees for the AMAP Program are charged quarterly in advance as shown in the client agreement. Fees are based upon the average daily fair market value of the assets in the account from the previous calendar quarter. Fees are prorated for accounts that are opened or closed during the quarter. A prorated fee is not charged on contributions made to the account during the quarter. Likewise, a prorated refund is not credited back to the client for partial withdrawals made during a quarter. The client instructs Pershing to deduct the fee from the client’s account. AMAP Program accounts are subject to a minimum account size of $50,000 and a minimum program fee of $30 per year. Clients may terminate their advisory agreement at any time upon written notice to Osaic Institutions. Any paid but unearned fees will be returned to the client. Osaic Institutions offers two investment advisory programs through its agreements with Envestnet and Lockwood. Envestnet and Lockwood are independent third-party money managers and offer a variety of discretionary asset management programs. These programs include managed portfolios comprised of mutual funds (both “no load” and “load waived” funds), ETFs, equity securities and fixed income securities. These programs also provide access to other portfolio and asset managers reviewed and selected by Envestnet or Lockwood. Asset management programs offered through Envestnet include the following: • Fund strategist programs Foundations Portfolios - Envestnet Fund Strategist Program - • SMA Program • UMA Program Asset management programs offered through Lockwood include the following: • Lockwood Asset Allocation Program • Lockwood AdvisorFlex Program Lockwood SMA • The IAR may recommend one or more of Osaic Institutions’ investment advisory programs administered by either Envestnet or Lockwood (the “Investment Manager”). Once a specific program is selected, the IAR assists the client in WealthSelect Program Wrap Fee Program Brochure 5 © Osaic Institutions, Inc.  completing a detailed investment profile. The investment profile identifies a number of important factors, including the client’s investment objectives, risk tolerance, time horizon, liquidity needs and financial situation. Based upon the client’s investment profile, the client’s assets are allocated into an investment portfolio designed to meet the needs and objectives of the client. The Investment Manager will act as the discretionary portfolio manager or, depending on the program, the investment management authority will be delegated to a portfolio manager selected by the client. This means that the Investment Manager (or other portfolio manager) can select mutual funds and other securities for the account, modify models and asset allocations, rebalance the account and liquidate positions to generate cash for withdrawals by the client and for the payment of account fees without first getting the client’s permission. In general, the Investment Manager is responsible for reviewing and selecting investments in the client’s portfolio. With respect to the UMA Program, the IAR will act as a discretionary asset manager and is responsible for reviewing and selecting investments in the client’s portfolio and for selecting and changing managers of separately managed accounts in the client’s portfolio. Once a program has been selected by the client, the client will sign an investment advisory agreement with Osaic Institutions and the Investment Manager. The advisory agreement authorizes the management of the account by the Investment Manager under the terms and conditions of the program selected. In addition, one or more brokerage accounts will be opened through Osaic Institutions acting in its capacity as a broker-dealer. Pershing serves as custodian and clearing broker-dealer for Osaic Institutions’ asset management program accounts. Pershing executes and clears purchase and sale orders placed by the Investment Manager in the client’s account, provides transaction confirmations, account statements, annual reports, prospectuses, and tax information, and maintains custody of client cash and securities. The Investment Manager provides quarterly reports to the IARs showing the account composition, portfolio performance, current asset allocation and current portfolio activity. The IARs are given access to these quarterly reports and may or may not forward them along to the client. Clients in these programs that would like to receive these reports should contact their IAR or contact Osaic Institutions at the address on the Cover of this Brochure. Neither Osaic Institutions nor the IAR reviews the performance information provided by the Investment Manager to determine its accuracy. IARs will typically contact their clients on a quarterly basis, but at least annually, to review the account and inquire about changes in the client’s financial information or investment objectives. Clients remain responsible for notifying Osaic Institutions and their IAR of any material changes in their investment profiles. The Investment Manager will rebalance the account as needed based upon market conditions and when the portfolio has deviated from its target asset allocation. Clients may impose reasonable restrictions on certain securities and types of securities in the Envestnet and Lockwood Investment Advisory Program accounts. The specific details of each asset allocation program offered through Envestnet and Lockwood are contained in the client’s advisory agreement and in the Form ADV Part 2A Brochure or other disclosure document for the Investment Manager. Clients interested in the Envestnet program or Lockwood program should carefully review these documents before opening an account. The program fee for the Envestnet program depends upon which program is selected by the client. The maximum aggregate annual program fee for Envestnet program ranges from 1.9% to 2.6% of account value per year. The actual annual fee will be shown in the client’s advisory agreement. Minimum account fees range from $10 to $100 per year. As described below, the Envestnet program fees are negotiable. The Envestnet program fees are charged quarterly in advance, as shown in the client agreement, and are based upon the average daily fair market value of the assets in the account from the previous calendar quarter. Clients may terminate their Envestnet agreement without penalty within five (5) business days of the execution of the advisory agreement. Fees are prorated for accounts that are opened or closed during the quarter. A prorated fee is not charged on contributions made to the account during the quarter. Likewise, a prorated refund is not credited back to the client for partial withdrawals made during a quarter. The portfolio manager instructs Pershing to deduct the fee from the client’s account. The portion of the program fees paid WealthSelect Program Wrap Fee Program Brochure 6 © Osaic Institutions, Inc.  to the portfolio manager is set forth in Envestnet’s brochure. The Lockwood program fees are expressed in terms of an annual percentage of account value. With respect to the Lockwood SMA Program and Investment Strategies Program, the actual fees depend, in part, on the fees of the portfolio managers. These fees typically range from .20% to .75% of assets annually. The schedule below assumes an average portfolio manager fee of .35% for fixed income accounts and .50% for equity and other accounts. Information about the specific fees for portfolio managers will be provided to the client. Lockwood Asset Allocation Program & AdvisorFlex Program Account value Annual fee rate First $250,000 1.75% per annum Next $250,000 1.50% per annum Next $500,000 1.25% per annum Amounts over $1,000,000 1.00% per annum Lockwood SMA Program - Equity & Investment Strategies Account Account value Annual fee rate First $500,000 2.60% per annum Next $500,000 2.25% per annum Next $1,000,000 2.00% per annum Amounts over $2,000,000 1.85% per annum Lockwood SMA Program - Fixed Income Account Account value Annual fee rate First $500,000 1.85% per annum Next $500,000 1.58% per annum Next $1,000,000 1.35% per annum Amounts over $2,000,000 1.20% per annum The Lockwood program fees above are the maximum fees charged a program account. As described below, the Lockwood program fees are negotiable. Clients may terminate their Lockwood program advisory agreement without WealthSelect Program Wrap Fee Program Brochure 7 © Osaic Institutions, Inc.  penalty within five (5) business days of the execution of the advisory agreement. Otherwise, clients may terminate their advisory agreement at any time upon written notice to Osaic Institutions and Lockwood. Since fees are charged quarterly in advance, the client will be refunded any prepaid but unearned fees. If a client transfers account assets in- kind upon termination, there is no termination fee. If a client requires liquidation of account assets and delivery of cash upon termination and the account has been open for less than one year, Lockwood charges a liquidation fee of $300. At the inception of a Lockwood program account, fees are billed from the date the account is opened through the end of that calendar quarter in advance. Thereafter, fees are billed in advance for the next calendar quarter based on the value of the assets at the end of the prior calendar quarter. For post-inception deposits in excess of $5,000, prorated fees on each deposit will be charged. Osaic Institutions provides clients with the opportunity to have their investment portfolios professionally managed by other, independent third-party asset managers who are not affiliated with Osaic Institutions. Osaic Institutions has negotiated arrangements with certain independent asset managers selected to participate in the program. Asset managers must satisfy Osaic Institutions’ due diligence review process before they are selected for the program. In limited situations, we may limit the services provided by some asset managers to a “service only” relationship, under which no new client assets are placed under the asset manager’s management. The investment strategies and types of investments utilized by each of the asset managers participating in the program vary, and the IAR will recommend a specific third-party asset manager based on the investment profile provided by clients. As part of these third-party services, the IAR typically obtains the necessary financial data from the client, assists the client in determining the suitability of the program, assists the client in setting an appropriate investment objective and assists the client in opening an account with the third-party asset manager. In addition, depending on the type of program, the IAR may assist the client to select a model portfolio of securities designed by the asset manager or select a portfolio management firm to provide discretionary asset management services. It is the third-party investment adviser (and not the IAR) that has client authority to purchase and sell securities on a discretionary or non-discretionary basis pursuant to investment objective chosen by the client. This authorization will be set out in the client agreement. The Brochure for the particular asset manager will explain whether clients may impose restrictions on investing in certain securities or types of securities. In particular, Osaic Institutions currently offers third-party advisory services sponsored by, among others: SEI, AssetMark Investment Services and Orion Advisor Solutions. The IAR contacts clients at least annually to determine whether there have been any changes to their investment profile, and we remind clients to notify us of any such changes on a quarterly basis. The Third-Party Asset Manager Program includes investment portfolio analysis, asset allocation modeling and analysis, trade execution, performance monitoring, portfolio reporting and other related investment services. Under the program, clients enter an agreement with the third-party asset manager. The agreement typically provides the asset manager with trading discretion to determine which products to purchase, sell and/or exchange on behalf of clients without having to obtain client approval for each transaction initiated. Upon request, IARs are available for periodic consultations with clients to evaluate the performance of their managed portfolios. Since each asset manager is uniquely structured with different investment products, please ensure that you carefully review (i) the asset manager’s Form ADV Part 2A and 2B or alternate disclosure brochure for specific program descriptions, (ii) the asset manager’s client agreement for specific contractual terms, and (iii) any additional disclosure or offering documentation provided by the asset manager related to its services or investment products. Among other important information, the third-party asset manager’s Form ADV Part 2A and 2B or alternate disclosure brochure will have specific information describing methods of analysis and investment strategies, conflicts of interest, disciplinary actions, fee calculation and deduction, fee schedules, refund policies, minimum account sizes, termination procedures, and proxy voting policies (which may permit you to nominate the third-party asset manager to exercise voting rights regarding your investments). The fees of third-party asset managers are assessed directly by the asset managers and generally billed WealthSelect Program Wrap Fee Program Brochure 8 © Osaic Institutions, Inc.  on a quarterly basis, starting at the inception of the account. Fees are detailed in the respective third- party asset manager’s client agreement, fee schedule and/or Form ADV, Part 2A Brochure disclosure brochure. Fees for the third- party asset managers are generally determined by the client’s IAR, subject to maximum fees set by each third-party asset manager. Third-party asset managers’ fees are calculated based on the fair market value of the assets being managed. Osaic Institutions and the IAR receive a portion of the fees charged by the third-party asset managers pursuant to our arrangement with them. The program fees described in this Brochure represent Osaic Institutions’ maximum program fees for the services shown. Osaic Institutions or the referring IAR may negotiate fees on a case-by-case basis, depending on a variety of factors, including the nature and complexity of the particular service, the compensation requirements of the particular IAR, the client’s relationship with Osaic Institutions and the IAR, the size of the account, and the potential for other business or clients, among other factors. Separate account assets may be combined or “householded” for fee calculation purposes. Program fees may be different at each branch office and with each IAR, depending on location and the extent and nature of service. The AMAP Program, the Osaic Institutions Advisory Platforms offered through Envestnet and Lockwood and the Third- Party Asset Manager Program are offered as “wrap fee” programs. We do not manage accounts that do not participate in wrap fee or similar programs. Osaic Institutions and the IAR receive a portion of the wrap fee shown in the client’s advisory agreement, and the remainder of the wrap fee is paid to Envestnet or Lockwood, as appropriate, for their services in the programs, to the third- party managers who manage accounts in the programs, and to Pershing for its services related to the execution, clearance, and settlement of transactions and custody of assets for the accounts. Wrap fee programs have important differences from traditional investment management arrangements. In a traditional arrangement, the client pays advisory fees for the investment adviser’s services in managing the client’s portfolio, and pays brokerage commissions and other transaction costs for a broker-dealer’s services in executing trades placed by the investment adviser. In a wrap fee program, the client pays a single fee based on a percentage of the account’s value that includes the services of the account’s investment adviser and broker-dealer. The client is not charged separate commissions or other transaction costs for each trade, subject to specific exceptions stated in each program’s agreements. Although wrap fee programs can be beneficial for some clients, they are not appropriate for everyone. Some clients may pay higher overall costs in a wrap program than in a traditional program where they pay separately for investment advisory services and brokerage costs. The benefits of a wrap fee arrangement depend on a number of factors, particularly the amount of the wrap fee, the number and frequency of account trades, and the types of securities the account will trade. A wrap fee arrangement is likely to be more beneficial for accounts that expect relatively frequent trading, such as where the account intends to pursue an active trading strategy. In that case, the single wrap fee may cost less than the combined investment advisory fees and brokerage commissions that would be charged in a traditional arrangement. Conversely, an account that does not expect to trade frequently and has a relatively small number of trades each year may find a wrap fee arrangement to be more costly than paying the separate costs of brokerage commissions and fees for investment advice. Clients are cautioned to review the information in the disclosure brochure for wrap programs they are considering to understand the costs and factors they should consider when deciding whether to participate in (or to continue to participate in) the programs. Clients should also consider that lower cost programs that provide similar advisory, brokerage, and custodial services may be available through other advisers and broker-dealers, either through a wrap fee or on a separate cost basis. No assumption can be made that any particular fee arrangement, including wrap fee arrangements or portfolio management services of any nature, will provide better returns than other investment strategies. Fees paid by clients may be more or less than fees charged for advisory, custodial or brokerage services offered separately, depending on the nature, size and frequency of account transactions and other services. Depending upon, WealthSelect Program Wrap Fee Program Brochure 9 © Osaic Institutions, Inc.  among other things, the size of the account, changes in value over time, ability to negotiate fees or commissions, and the number of transactions, the amount of the wrap fee compensation may be more than what the IAR would receive if the client participated in other programs of Osaic Institutions, or paid separately for investment advice, brokerage and other services. Therefore, while wrap account compensation cannot be determined in advance, the IAR may have an incentive to recommend a wrap fee program over other programs or services. Further, clients should consider that the wrap fee arrangement creates a disincentive to trade wrap fee accounts because the execution costs of each trade will reduce the profit from the wrap fee. A wrap sponsor may have an incentive to limit referrals to or outright exclude from its program portfolio managers that trade actively. We monitor the programs and the accounts in an on-going effort to identify instances where these conflicts of interest may adversely affect our clients. However, our efforts may not always be successful in preventing or addressing the effects of these conflicts. There are other fees and charges that are imposed by third parties other than Osaic Institutions that apply to investments in Osaic Institutions’ wrap fee programs. Some of these fees and charges are described below. If a client’s assets are invested in mutual funds or other pooled investment products, clients should be aware that there will be two layers of advisory fees and expenses for those assets. Clients will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. Clients will also pay Osaic Institutions and the IAR the advisory fee with respect to those assets. Most of the mutual funds available in the program can be purchased directly. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of Osaic Institutions and the IAR and by making their own decisions regarding the investment. All advisory accounts may invest in mutual funds that make a distribution payment referred to as a 12b-1 fee. Pershing, Osaic Institutions’ clearing firm, has been instructed to credit any 12b-1 fees received to the client’s account. As a result, neither Osaic Institutions nor the IARs receive 12b-1 fees from mutual funds purchased in the accounts. In addition to advisory fees, some IARs earn sales incentives or awards based on the value of assets under management, investment products sold, number of sales, client referrals, amount of new deposits or amount of new accounts. Some IARs also receive forgivable loans from Osaic Institutions or the depository institution that they are affiliated with, which are conditioned on the IAR retaining Osaic Institutions’ broker-dealer and/or registered investment adviser services. This additional economic benefit creates a conflict of interest for the IAR to retain affiliation with Osaic Institutions in order to avoid repayment on a loan. If a client transfers into an advisory account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, the client will pay that charge when the mutual fund is sold. If the account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, the client will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit a client’s transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). If the client holds a variable annuity as part of an account, there are mortality expenses and administrative charges, fees for additional riders on the contract and charges for excessive transfers within a calendar year imposed by the variable annuity sponsor. If a client holds a REIT as part of an account, there are dealer management fees and other organizational, offering and pricing expenses imposed by the REIT, as applicable. If client holds a UIT in an account, UIT sponsors charge creation and development fees or similar fees. Further information regarding fees assessed by a mutual fund, variable annuity, REIT or UIT is available in the appropriate prospectus or offering document, which is available upon request from the IAR or from the product sponsor directly. When transferring securities into an account, the client should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected, sold after the transfer, or moved to a brokerage account. Note that when an ineligible security is transferred into an account and subsequently sold or moved to a brokerage WealthSelect Program Wrap Fee Program Brochure 10 © Osaic Institutions, Inc.  account, the advisory fee will be charged on such asset for the period of time the security was held in the account. The client should be aware that securities transferred into an account may have been subject to a commission or sales load when the security was originally purchased. After transfer into an account, the client should understand that an advisory fee will be charged based on the total assets in the account, including the transferred security. When transferring securities into an account, the client should consider and speak to the IAR about whether: • a commission was previously paid on the security; the client wishes for the security to be managed as part of the account and be subject to an advisory fee; or • • the client wishes to hold the security in a brokerage account that is not managed and not subject to an advisory fee. Pershing is the clearing firm for Osaic Institutions’ brokerage and advisory business. Pershing provides significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at Pershing. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contract with Pershing within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with Pershing. Although Pershing’s clearing and custody fees are included in the client’s investment advisory fee, there are other Pershing fees the client will be required to pay. Pershing shares with Osaic Institutions a portion of the fees you pay to Pershing for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged by Pershing (a “markup”). Please see the Schedule of Brokerage Fees for Advisory Services at osaic.com/ disclosures for details on all of these fees, and footnote 1, which identifies each specific item which Osaic Institutions marks up. Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. There are instances when Osaic Institutions advisers and third-party managers select share classes of mutual funds that pay Osaic Institutions 12b-1, distributor, transaction, and/or revenue-sharing fees when lower-cost institutional or advisory share classes of the same mutual fund exist that do not pay Osaic Institutions additional fees. As a matter of policy and as described above, Osaic Institutions credits the mutual fund 12b-1 fees it receives from mutual funds purchased or held in Osaic Institutions managed accounts back to the client accounts paying such 12b-1 fees. In most cases, mutual fund companies offer multiple share classes of the same mutual fund. Some share classes of a fund charge higher internal expenses, whereas other share classes of a fund charge lower internal expenses. Institutional and advisory share classes typically have lower expense ratios and are less costly for a client to hold than Class A shares or other share classes that are eligible for purchase in an advisory account. Mutual funds that offer institutional share classes, advisory share classes, and other share classes with lower expense ratios are available to investors who meet specific eligibility requirements that are described in the mutual fund’s prospectus or its statement of additional information. These eligibility requirements include, but may not be limited to, investments meeting certain minimum dollar amounts and accounts that the fund considers qualified fee-based programs. The lowest-cost mutual fund share class for a particular fund may not be offered through Osaic Institutions or made available by Osaic Institutions for purchase within specific types of Osaic Institutions program accounts. Clients should never assume that they will be invested in the share class with the lowest possible expense ratio or cost. WealthSelect Program Wrap Fee Program Brochure 11 © Osaic Institutions, Inc.  Osaic Institutions urges clients to discuss with their IAR whether lower-cost share classes are available in their particular program account. Clients should also ask their IAR why the particular funds or other investments that will be purchased or held in their managed account are appropriate for them in consideration of their expected holding period, investment objective, risk tolerance, time horizon, financial condition, amount invested, trading frequency, the amount of the advisory fee charged, whether the client will pay transaction charges for fund purchases and sales, whether clients will pay higher internal fund expenses in lieu of transaction charges that could adversely affect long-term performance, and relevant tax considerations. Your IAR may recommend, select, or continue to hold a fund share class that charges you higher internal expenses than other available share classes for the same fund. Further information regarding fees and charges assessed by a mutual fund is available in the appropriate mutual fund prospectus. When a client’s account is maintained at Pershing and unless the client otherwise opts out, the client’s free credit balance will be automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured by the FDIC (up to applicable limits) or, in limited cases, a money market mutual fund product (collectively, the “Sweep Program”). As set forth in the terms of the Customer Agreement with Osaic Institutions, the client may remove his or her account from participating in the Sweep Program by notifying the client’s IAR. In addition, there are always alternatives for the short- term investment of cash balances that may offer higher returns than the sweep options made available to the client. As described above, accounts custodied at Pershing will be eligible for the Sweep Program. In connection with the Sweep Program, Pershing automatically transfers free credit balances in the client’s account to a deposit account at one or more banks whose deposits are insured by the Federal Deposit Insurance Corporation (the Bank Deposit Sweep Program (“BDSP”) or the Insured Cash Account Program (“ICAP”)) or, in limited cases, to a money market mutual fund product (the “Money Market Mutual Fund Program”). These programs are described below. Free credit balances swept to a deposit account earn interest that is compounded daily and credited to the client’s 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. Osaic Institutions has established deposit levels or tiers which ordinarily pay different rates of interest on different deposit balances; accounts with higher deposit balances may receive higher rates of interest than those with lower balances. The amount of interest the client receives on deposit accounts will be determined by the amount of interest paid by the Program Banks, minus the amount of fees charged by Pershing, Osaic Institutions, and other service providers. Interest rates paid on the deposit accounts may be higher or lower than interest rates available to depositors making deposits directly with Program Banks or with other depository institutions in comparable accounts. The amount of fees received by Osaic Institutions, Pershing, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Osaic Institutions will receive a monthly per-account fee (not to exceed $21.25) for services it provides in connection with maintaining and administering the Sweep Program for IRA accounts held in an advisory/ fee-based office range (the “Sweep Account Fee”). The Sweep Account Fee is not based on the amount of assets in the FDIC Program or in your Program Account, and it does not depend on or vary with (and is not affected by) the actual amounts held in the deposit accounts or the client’s program account. The Sweep Account Fee will reduce the interest the client is paid WealthSelect Program Wrap Fee Program Brochure 12 © Osaic Institutions, Inc.  on the amount of assets in the program account. The Sweep Account Fee will generally be paid by the Program Banks on the program account’s behalf; however, the Sweep Account Fee or a portion thereof may be deducted directly from the program account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In a low interest rate environment, Osaic Institutions at its discretion may decide to waive (that is, to not collect) all or a portion of the Sweep Account Fee paid by the Program Banks. Waiving all or a portion of the Sweep Account Fee will reduce the impact of the Sweep Account Fee on the interest the client receives. Under this Program, Osaic Institutions will receive a fee from the Program Banks in connection with the deposit accounts. The fee received may differ among each Program Bank. The client will have no rights to the amounts paid by the Program Banks, except for interest actually credited to the client’s account. The amount of fees received by Osaic Institutions, Pershing, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Free credit balances in the following Program Account types custodied at Pershing will be automatically swept into the Federated Hermes Government Reserves Fund (GRFXX), which is managed by Federated Hermes Investors (“Federated Hermes”):  All ERISA Title 1 account types, including Profit Sharing Plans, 401(k), Roth 401(k), Simple 401(k), Individual 401(k), qualified deferred compensation plans, defined benefit plans, target benefit plans, and money purchase pension plans  403(b)(7) accounts  Keogh plans The Federated Hermes Government Reserves Fund is a money market mutual fund and seeks to maintain a stable share price of $1.00. The Fund invests primarily in a portfolio of short-term U.S. Treasury and government securities. These investments include repurchase agreements collateralized fully by U.S. Treasury and government securities. The Fund uses repurchase agreements to provide a liquidity base for the portfolio and a potential yield advantage relative to other short-term securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Osaic Institutions does not receive any compensation from the Federated Hermes Government Reserves Fund. For additional information about the Sweep Program for accounts custodied at Pershing, please visit our website located at osaic.com/disclosures. Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to Osaic Institutions, a conflict of interest exists. A conflict of interest also arises because we 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 we, our clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation we receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that we earn two layers of fees on the same cash balances in client advisory accounts with us. If we did not receive such compensation, which is in addition to advisory, transaction, servicing and other fees and compensation related to Program Accounts, such client fees (including advisory fees) would generally be higher. In addition, a conflict of interest arises as a result of the financial incentive for the Firm to recommend and offer a Sweep Program over which they have control of certain functions. Osaic Institutions has 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 Osaic Institutions. The Advisory Representative who makes investment recommendations for your Program Account does not receive any compensation from these payments or based on the selection of the sweep vehicle. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest. For more information about this WealthSelect Program Wrap Fee Program Brochure 13 © Osaic Institutions, Inc.  service and benefits that we receive in connection with such deposits, please refer to the Sweep Program terms and conditions document, which you can request from your Advisory Representative. Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP. WealthSelect Program Wrap Fee Program Brochure 14 © Osaic Institutions, Inc.  The following minimum account sizes apply to the wrap account programs we offer: $50,000 with a minimum annual fee of $30 • • $5,000 for the Foundations Portfolios with a minimum annual fee of $10; • Envestnet Fund Strategist Program – Dependent upon the selected manager, but may be as low as $10,000 with a minimum annual fee of $50; • UMA Program - Dependent upon the selected manager, but may be as low as $50,000 with a minimum annual fee of $100; • SMA Program - Dependent upon the selected manager(s), but may be as low as $100,000 with a minimum annual fee of $100; • $25,000 for the Portfolio Planner ETF and Index Plus Programs; and • $50,000 for Portfolio Planner Direct and Select Programs • $5,000 for Lockwood Asset Allocation and AdvisorFlex Programs; • $100,000 for Lockwood SMA Program; and • $250,000 for Lockwood Investment Strategies Program. Osaic Institutions provides investment advisory services to individuals, including high-net-worth individuals, individual retirement accounts, pension and profit-sharing plans, trusts, estates, and charitable organizations, and corporations and other businesses not listed above. Account minimums may be negotiable by the IAR depending upon the program. WealthSelect Program Wrap Fee Program Brochure 15 © Osaic Institutions, Inc.  The IARs generally determine which portfolio managers to recommend to clients. Osaic Institutions selects portfolio managers for its wrap fee programs based upon the nature of the products offered and services provided. Osaic Institutions may also add or remove portfolio managers from the program based upon the requests of the IARs. In general, Osaic Institutions performs an annual due diligence review of the portfolio managers that it selects for its wrap fee program. Among other things, Osaic Institutions reviews performance data provided by the portfolio managers, financial information and regulatory history. Lockwood and Envestnet conduct research and due diligence with respect to the various third-party investment managers (the “Managers”) included on their platforms. Lockwood is responsible for identifying and selecting the Managers that will participate in the Lockwood program, while Osaic Institutions selects managers for the Envestnet program from a list screened by Envestnet. Lockwood and Envestnet provide information to Osaic Institutions regarding each Manager’s investment discipline and approach. Lockwood and Envestnet use proprietary processes for screening and evaluating Managers that focuses on quantitative factors such as historical performance and volatility, as well as the Manager’s reputation and approach to investing, to determine if the Managers are suitable for the Program. They also conduct periodic evaluations of the Managers. Lockwood and Envestnet verify the information provided by the Managers by comparing it to other data from publicly available sources, as well as through proprietary technical, quantitative, and qualitative analyses, including attribution analysis and risk analysis. Lockwood and Envestnet maintain full discretionary authority to hire and fire the Managers. In connection with the Third-Party Asset Manager Program, asset managers must satisfy Osaic Institutions’ due diligence review process before they are selected for the program. In addition, Osaic Institutions performs an annual due diligence review of each asset manager. In limited situations, we may limit the services provided by some asset managers to a “service only” relationship, under which no new client assets are placed under the asset manager’s management. Osaic Institutions does not audit, verify, or guarantee the accuracy, completeness, or methods of calculation of any historic or future performance or other information provided by Lockwood, Envestnet, any Manager or any other asset manager. There can be no assurance that the performance information from Lockwood, Envestnet, any Manager, or other source is or will be calculated on any uniform or consistent basis or has been or will be calculated according to or based on any industry or other standards. In addition to providing the wrap fee services described in this Brochure, Osaic Institutions provides a variety of investment advisory services. These services include financial planning and consulting services and employee benefit retirement plan services. Clients interested in these services should review Osaic Institutions’ Form ADV, Part 2A Brochure. When the IAR serves as the portfolio manager in the AMAP Program, we tailor our advice to the specific needs and objectives of the client. The IAR will help the client to understand and complete an account profile or questionnaire so that it accurately reflects the account’s financial situation, investment objectives, tolerance for risk, and investment time horizon, among other considerations, and will also answer client questions about the programs and our services. Using specialized software, the IAR produces a report that proposes an asset allocation strategy based on the client’s investment profile to assist the client in selecting a suitable program, portfolio, and where applicable, separate account manager. We permit clients to impose reasonable restrictions on the types of securities we recommend for their account, and permit clients to change the restrictions by written instruction to us. WealthSelect Program Wrap Fee Program Brochure 16 © Osaic Institutions, Inc.  Accounts are managed to reflect the allocation and achieve the objectives of the program and portfolio which the client has selected, subject to reasonable restrictions imposed by the client. Due to client restrictions and other differences regarding each account, performance of a client’s account may be different from the performance of other accounts in the same program or portfolio. On an on-going basis, the account’s portfolio manager reviews and adjusts the portfolios to ensure they continue to reflect the intended allocations and objectives, as well as any reasonable restrictions imposed by the client. When the IAR serves as the portfolio manager in the AMAP Program, each account’s IAR will provide, on behalf of Osaic Institutions, the investment analyses, strategies, recommendations, and where discretion is granted, trading instructions for the account, to the extent of Osaic Institutions’ responsibilities described in this Brochure, without prior consultation with Osaic Institutions. Osaic Institutions supervises the activities of its IARs, but does not generally manage or make investment decisions or recommendations with respect to specific AMAP Program accounts or Envestnet Select Program accounts. The IARs are authorized to exercise on Osaic Institutions’ behalf all discretion or other authority granted by clients to Osaic Institutions. Below, we describe the methods of analysis and investment strategies generally used by IARs in formulating advice and managing accounts on behalf of Osaic Institutions. Each IAR, however, determines the methods of analysis and strategies to be used in advising and managing his or her ICAAP Program accounts and Envestnet Select Program accounts, which may differ from the methods of analysis, strategies, or advice of other IARs. Clients should be sure to understand the methods of analysis and investment strategies their IAR expects to use in advising them or managing their accounts. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to successfully invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in other funds in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the fund or ETF less suitable for the client’s portfolio. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. We may attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. WealthSelect Program Wrap Fee Program Brochure 17 © Osaic Institutions, Inc.  We may also analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially forecast future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may under-perform regardless of market movement. Moreover, although past market behavior can be used in an effort to predict future price movements, markets have and will behave differently than they have in the past. In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. In this type of technical analysis, we review charts of market and security activity in an attempt to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client’s investment objectives, risk tolerance and time horizons, among other considerations: We may recommend that a client purchase securities with the idea of holding them for a year or longer. Typically, we recommend this strategy when we believe the securities to be undervalued, and/or we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. When utilizing this strategy, we may recommend that a client purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an effort to assist the client to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction- related costs, as well as less favorable tax treatment of short-term capital gains. We do not expect to recommend frequent short sales of securities. However, clients should understand the nature of WealthSelect Program Wrap Fee Program Brochure 18 © Osaic Institutions, Inc.  these transactions, in the event we see a potential opportunity to take advantage of a future drop in the price of a security. In a short sale, your account will sell a security that it does not own. It can do this by “borrowing” the stock from the account’s broker with your promise to replace the security on a future date. If the security’s price falls before you have to return the security to the broker, your account would repurchase it at the lower price, thereby making a profit. These transactions may be speculative and involve special risk considerations. For example, you will lose money if the value of the security increases and you have to buy it at a higher price in order to return it to your broker. Because there is theoretically no limit to how high the price of the security can go, your potential losses can be infinite. Also, you must pay interest to the broker during the time you have borrowed the security, and you must also pay the broker’s commissions or other transaction costs to engage in the initial short sale and the repurchase of the security. As mentioned above, regardless of what strategy or analysis is undertaken, there is risk of loss; in some cases, total loss. Some risks may be avoided or mitigated, while others are completely unavoidable. Described below are some risks associated with investing and with some types of investments that are available through our advisory programs: The prices of, and the income generated by, the common stocks, bonds, and other securities you own may decline in response to certain events taking place around the world. These risks include events directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. The prices of, and the income generated by, most debt and equity securities may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities generally will decline when interest rates rise and will increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call,” or refinance a security before its stated maturity date, which may result in having to reinvest the proceeds in lower-yielding securities. Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent. Investments may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation (occurs when governments take away a private business from its owners); changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks. This is the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. WealthSelect Program Wrap Fee Program Brochure 19 © Osaic Institutions, Inc.  To the extent a client account invests in ETFs or other investment companies, its performance will be affected by the performance of those other investment companies. Investments in ETFs and other investment companies are subject to the risks of the investment companies’ investments, as well as to the investment companies’ expenses. If a client account invests in other investment companies, the client account may receive distributions of taxable gains from portfolio transactions by that investment company and may recognize taxable gains from transactions in shares of that investment company, which would be taxable when distributed. To the extent a client account concentrates its investments by investing a significant portion of its assets in the securities of a single issuer, industry, sector, country or region, the overall adverse impact on the client of adverse developments in the business of such issuer, such industry or such government could be considerably greater than if they did not concentrate their investments to such an extent. To the extent a client account invests more heavily in particular sectors, industries, or sub-sectors of the market, its performance will be especially sensitive to developments that significantly affect those sectors, industries, or sub- sectors. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The several industries that constitute a sector may all react in the same way to economic, political or regulatory events. A client account’s performance could be affected if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance. Certain mutual funds available in the Programs invest primarily in alternative investments and/or strategies. Investing in alternative investments and/or strategies may not be suitable for all investors and involves special risks, such as risks associated with commodities, real estate, leverage, selling securities short, the use of derivatives, potential adverse market forces, regulatory changes and potential illiquidity. There are special risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund’s concentration in the real estate industry. These types of funds tend to have higher expense ratios than more traditional mutual funds. They also tend to be newer and have less of a track record or performance history. Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, clients may be unable to liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so (unless it has been structured as an “interval fund”). In the case of interval funds, the fund will provide limited liquidity to shareholders by offering to repurchase a limited number of shares on a periodic basis, but there is no guarantee that clients will be able to sell all of the shares in any particular repurchase offer. In some cases, there may be an additional cost to investors who redeem before holding shares for a specified amount of time. The repurchase offer program may be suspended under certain circumstances. ETFs are typically investment companies that are legally classified as open-end mutual funds or UITs. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity and is WealthSelect Program Wrap Fee Program Brochure 20 © Osaic Institutions, Inc.  generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. ETFs may be closed and liquidated at the discretion of the issuing company. Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. REITs invest in real estate, and there are special risks associated with investing in real estate, including, but not limited to, sensitivity to changes in real estate values, the risk of investment loss due to the use of leveraging and other speculative investment practices, interest rate risk, lack of liquidity and performance volatility. Non-Traded REITs are not required to provide annual valuations until two years and 150 days after reaching the minimum capital raise required to begin purchasing properties. This threshold is generally outlined in the product’s prospectus. Non-Traded REITs, which are available to clients meeting certain qualification standards, may fund distributions from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to invest in new assets. Clients should be aware that these securities may not be liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the security, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the security during the repurchase offer. Issuers may repurchase shares at a price below net asset value. The repurchase program may also be suspended under certain circumstances. If client purchases a variable annuity that is part of a Program, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Clients should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Some products may charge a recapture or redemption fee for contracts or benefits not held for a specified period of time or that do not follow stated withdrawal terms. Non-traded products do not trade on a securities exchange and are not publicly traded. Consequently, non-traded products can be riskier than products that are publicly traded because the product cannot be sold readily in a market by the investor. The non-traded product may offer to redeem shares from investors, but such share redemptions are typically subject to limitations. Share redemptions may also require that shares be redeemed at a discount and there is no guarantee that client will be able to redeem the security during the repurchase offer. In addition, non-traded products may lack share value transparency because there is no market price readily available. Without share value transparency, investors may not be able to assess the value or performance of the non-traded product. WealthSelect Program Wrap Fee Program Brochure 21 © Osaic Institutions, Inc.  Clients should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. Pershing, acting as the client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact quarterly performance. Clients should be aware that pledging assets in an account to secure a loan involves additional risks. The bank holding the loan may have the authority to liquidate all or part of the securities at any time without your prior notice in order to maintain required maintenance levels, or to call the loan at any time. As a practical matter, this may cause you to sell assets and realize losses in a declining market. These actions may interrupt your long-term investment goals and result in adverse tax consequences and additional fees to the bank. The returns on accounts or pledged assets may not cover the cost of loan interest and account fees and may dictate a more aggressive investment strategy to support the costs of borrowing. Before pledging assets in an account, clients should carefully review the loan agreement, loan application and any forms required by the bank and any other forms and disclosures provided by Pershing and Osaic Institutions. Your investments are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency, entity, or person, unless otherwise noted and explicitly disclosed as such, and as such may lose value. We ask that you work with us to help us understand your tolerance for risk. We require the client to retain responsibility for voting all account securities. We will not vote, exercise rights, make elections, or take other such actions with respect to securities held for accounts we manage. If desired, a client may instruct us in writing to forward to the client or a third-party materials we receive pertaining to proxy solicitations or similar matters. Upon receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard account proxy and related materials. Clients may obtain proxy materials directly by written request to the account’s custodian. For information about how to obtain proxy materials from a custodian, clients may contact us by email at oi.compliance@osaic.com, or by mail to the address on the front of this Brochure. However, we do not provide advice about the issues raised by proxy solicitations or other requests for corporate action. Similarly, we do not advise or exercise rights, make elections, or take other actions with respect to legal proceedings involving companies whose securities are or were held in a client’s account, such as asserting claims or voting in bankruptcy or reorganization proceedings, or filing “proofs of claim” in class action litigation. If desired, a client may instruct us in writing to forward to the client or a third-party any materials we receive pertaining to such matters. Upon our receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard such materials. Written instructions should be sent by email to oi.compliance@osaic.com or by telephone at (203) 599-6000, or by mail to the address shown on the cover page of this Brochure. The IAR will collect information regarding the client’s financial situation, investment objectives, financial goals, tolerance for risk and investment time horizon, among other characteristics. This information is provided to Osaic Institutions as the portfolio manager. This information is updated as Osaic Institutions receives updated information from the client. WealthSelect Program Wrap Fee Program Brochure 22 © Osaic Institutions, Inc.  The client’s primary contact with respect to the programs and the account will be the IAR. The IAR will be available to answer questions about the administration of the account, and general questions about the programs and model portfolios. If a client has questions which the IAR cannot answer, clients are encouraged to contact Osaic Institutions directly, at the address or telephone number shown on the front of this Brochure. Knowledgeable personnel are available to answer client questions. Clients are permitted to contact the portfolio managers directly. We are required to disclose in Item 9 information about legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. In March of 2019, Osaic Institutions, along with 78 other investment advisory firms, consented to an order by the Securities and Exchange Commission (“SEC”) in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Pursuant to the Initiative, Osaic Institutions self- reported to the SEC that it failed to adequately disclose conflicts of interest related to the sale of higher cost mutual fund share classes when lower cost share classes were available. Specifically, the SEC order found that Osaic Institutions, acting through its advisers, placed clients in mutual fund share classes that charged 12b-1 fees when lower cost share classes may have been available. Pursuant to the order, Osaic Institutions agreed to a cease and desist, a censure and to repay to clients all improperly disclosed fees along with prejudgment interest in the aggregate amount of $978,698.85. Osaic Institutions also agreed to undertake a review and to correct all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees. Lastly, Osaic Institutions agreed to evaluate whether existing clients should be moved to an available lower cost share and to move clients as necessary. Consistent with the terms of the Initiative, the SEC did not impose penalties against Osaic Institutions. In July of 2018, Osaic Institutions entered into a consent order with the Massachusetts Securities Division in connection with its supervision of certain brokerage products and transactions in the Commonwealth of Massachusetts. Without admitting or denying the findings, Osaic Institutions consented to a censure, fine of $125,000, restitution of $59,409.40 to client accounts, and the engagement of a consultant to review Osaic Institutions’ policies and procedures. Osaic Institutions, as a broker-dealer, is a member of the Financial Industry Regulatory Authority (“FINRA”). In October of 2015, the Firm entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain unit investment trusts (“UITs”). The findings were related to Osaic Institutions’ failure to apply brokerage sales charge discounts to certain customers’ eligible purchases of UITs. The findings stated that the Firm failed to establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible UIT purchases. Without admitting or denying the findings, Osaic Institutions consented to a censure and fine of $150,000 and restitution of $109,627.84 to client accounts. In April of 2014, the Firm entered into an AWC with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain non-traditional exchange traded funds. Without admitting or denying the findings, Osaic Institutions agreed to a censure and a fine of $75,000. In addition, Osaic Institutions agreed to pay restitution to customers who lost money in these transactions in the amount of approximately $287,000. WealthSelect Program Wrap Fee Program Brochure 23 © Osaic Institutions, Inc.  This section contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with any related persons, including broker-dealers and investment advisers. We identify if any of these relationships or arrangements create a material conflict of interest with clients and discuss how we address these conflicts. “Related Persons” are defined as entities that we control or control us or are under common control with us. Osaic Institutions is a wholly owned subsidiary of Osaic Institutions Financial Holdings, Inc. (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”), which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners, LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski 2006 Trust. Osaic Institutions has the following affiliates, which are either wholly-owned subsidiaries of OHI or wholly-owned subsidiaries of one of OHI’s affiliates. 100% owned by OHI Osaic Institutions Financial Holdings, Inc. (OIFH) Holding Company 100% owned by OHI Ladenburg Thalmann Asset Management Registered Investment Adviser Ladenburg Thalmann & Co., Inc. Broker-Dealer 100% owned by OHI Highland Capital Brokerage Insurance Company 100% owned by OHI Premier Trust, Inc. Trust Company 100% owned by OHI Osaic Institutions also has Related Persons who are under common control of OHI. The following chart details the Related Persons which are wholly owned subsidiaries of Osaic, Inc. (“OI”). OI is a wholly owned subsidiary of Osaic Holdings, Inc. Osaic, Inc. Holding Company 100% owned by OHI 100% owned by OI Osaic Wealth, Inc. Registered Investment Adviser, Broker-Dealer 100% owned by OI Vision2020 Wealth Management Corp. Registered Investment Adviser WealthSelect Program Wrap Fee Program Brochure 24 © Osaic Institutions, Inc.  The following chart details the Related Persons which are not wholly owned subsidiaries of OHI or OI. These Related Persons, however, are under common control of OHI. Your IAR cannot recommend the purchase of securities through such affiliates and do not conduct advisory business through these Related Persons. Black Diamond Financial, LLC Registered Investment Adviser 100% owned by Black Diamond Financial Holdings, LLC As noted in Item 4, Osaic Institutions is registered with the SEC and 50 states as a broker-dealer and is a member of FINRA. Osaic Institutions’ primary business activity is providing brokerage and other services on a “networking” basis to customers at banks, credit unions and other financial institutions. The executive officers of Osaic Institutions and the IARs are separately licensed as registered principals or representatives of Osaic Institutions. Osaic Institutions’ principal executive officers and associated persons, in their separate capacities, may effect securities transactions for any client for separate and typical commission compensation. Please refer to Item 5 for further information about the brokerage services Osaic Institutions and our IARs provide to clients and the additional compensation that clients pay to purchase securities or insurance products outside of the managed account (wrap) programs we offer. As noted above, a significant portion of our business as a broker-dealer and investment adviser involves networking arrangements with banks, credit unions and other financial institutions. These arrangements permit Osaic Institutions to offer brokerage services, insurance products (such as fixed and variable annuities) and investment advisory ser vices to customers of the institution. This program is often referred to as the “Osaic Institutions Program,” and depository institutions which offer the Osaic Institutions Program to their customers are referred to as “Subscribing Institutions.” In consideration for allowing Osaic Institutions to offer products and services to their customers on the institution’s premises, Osaic Institutions pays to each Subscribing Institution a revenue sharing payment, calculated upon the commissions and other compensation generated by Osaic Institutions on sales to the Subscribing Institutions’ customers and others. The IARs are independent contractors of Osaic Institutions and are often employed by the Subscribing Institutions. As a registered broker-dealer, Osaic Institutions has entered into a fully disclosed clearing agreements with the Custodians under which they provide clearing, custody and recordkeeping services for Osaic Institutions brokerage client accounts. In connection with these services and depending upon the type of investment advisory account, clients with Osaic Institutions brokerage accounts may incur a number of different charges and fees. These include ticket charges, ACAT fees, confirmation fees, IRA maintenance fees, margin interest, inactive account fees, account termination fees and paper statement fees. These custodians share a portion of some of these fees with Osaic Institutions. Osaic Institutions is also licensed as an insurance agency in each of the states in which it does insurance business and offers insurance and insurance-related products and services in those states. IARs may also be licensed as insurance producers with Osaic Institutions and appointed as agents with various national insurance companies. As licensed producers, these individuals are able to recommend and sell life, accident, health, and variable annuity and variable life insurance products. Recommendations for these products may be made to Osaic Institutions financial planning, consulting, or other clients and any transactions effected for these clients would be for separate and typical compensation unless otherwise agreed by the client. These transactions typically occur outside of Osaic Institutions’ investment advisory and asset management programs. It is expected that Osaic Institutions and its executive officers will spend more than fifty percent of their time on brokerage and related activities, and less than fifty percent of their time on matters related to investment advisory services. Clients should be aware that the receipt of additional compensation by our firm and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making recommendations. We endeavor at all times to put the interest of our clients first as part of our fiduciary duty as a registered investment adviser and take the following steps to address this conflict: • We disclose the existence of all material conflicts of interest, including the potential for our firm and its employees to earn compensation from advisory clients in addition to our advisory fees; WealthSelect Program Wrap Fee Program Brochure 25 © Osaic Institutions, Inc.  • We disclose to clients that they are not obligated to purchase any securities or insurance products or services from Osaic Institutions or our IARs; • We ensure that client advisory fees are not increased due to referral fees paid by our firm; • We collect, maintain and document accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance; • We require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • We periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • We educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Osaic Institutions, in its capacity as a broker-dealer and member of FINRA, will be the primary broker- dealer through which securities transactions in the asset allocation programs will be processed. Clients who want to participate in Osaic Institutions’ asset allocation program are required to utilize Osaic Institutions for these purposes. Osaic Institutions clears its securities transactions on a fully disclosed basis through Pershing. Pershing’s fees for clearing and custody services are included in the client’s advisory fee, although there are other Pershing fees the client will be required to pay. Because our managed accounts direct the use of the broker-dealer, we do not negotiate commissions with other broker-dealers or obtain volume discounts, and our accounts may not necessarily obtain best execution for all transactions. Clients should understand that Osaic Institutions and its IARs have a conflict of interest with respect to transactions effected through Osaic Institutions. IARs may block (or bunch) trades for advisory clients to attempt to achieve the best execution for large orders for an individual account or to obtain a uniform execution price for identical securities across several accounts. Similarly, Osaic Institutions may block the trades for advisory accounts that it manages. All block trades placed will be processed through an average price account. This means that all execution prices for the security bought or sold on that day will be averaged. While the client may not receive the best execution price, the client will also not receive the worst price. Block trading is only available if the client’s account is being managed on a discretionary basis. Block trading does not reduce the client’s transaction costs. Occasionally, a trading error may occur where either we, or the IARs, are at fault. If this occurs in your account, the error will be corrected and your account will be restored to where it would have been had the error never occurred. However, in the process of restoring your account, we may realize a profit or suffer a loss in connection with correcting this error. Neither losses nor gains will be passed on to you. Some of our business operations involve directing clients to products or services of our Related Persons. In that case we or our Related Persons can receive compensation when doing so which results in a conflict of interest. Your IAR, however, does not receive a portion of the compensation paid to us or our Related Persons and therefore does not have a conflict of interest in recommending the use of one of our affiliated companies. As a result of the fact your Advisory Representative is not compensated for directing you to products or services offered by our Related Persons, we believe that the Firm’s conflict of interest is mitigated. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest . The Firm or its Advisory Representatives may direct you to the following: 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 professional and their clients. Some employees of Highland are also registered with our broker-dealer affiliates. WealthSelect Program Wrap Fee Program Brochure 26 © Osaic Institutions, Inc.  Premier Trust is a Nevada chartered trust company that provides trust, estate planning and administrative services. When making any recommendation, IARs 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. LTCO is a registered broker-dealer. Your IAR can also recommend clients invest in securities issued in an initial public (“new issue”) and secondary offering for which LTCO acts as a manager, an underwriter and/ or a member of the selling syndicate. Osaic Institutions can also act as a member of the selling syndicate. We have a conflict of interest when recommending these securities because: • LTCO receives all or a portion of the concession (the difference between the price paid by the client for the security and the price for which LTCO purchases the security) in connection with such sales. This concession will vary between different offerings. If Osaic Institutions also acts as a member of the selling syndicate, it receives a portion of the concession. If your IAR is also a registered representative, he or she generally receives a portion of this compensation in that separate capacity. Because of our affiliation with LTCO, we have incentives to recommend investments in these initial and secondary offerings for the above reasons rather than based on client needs. To address these conflicts, we have policies and procedures in place to make sure securities in initial public offerings are recommended only to clients for whom they are in the client’s best interest based on client investment objectives and holdings. If securities acquired in initial public and secondary offerings become oversubscribed, we have policies and procedures in place addressing the allocation process under these circumstances. Clients are not obligated to use any LTCO services recommended. LTAM is an SEC registered investment adviser specializing in investment management, market analysis, due diligence, fund selection, asset allocation and diversification strategies. LTAM sponsored programs and their characteristics are more fully described in its disclosure brochures, which are available to any client or prospective client upon request. LTAM offers the Ladenburg Funds (i.e., Ladenburg Income Fund, Ladenburg Income & Growth Fund, Ladenburg Growth & Income Fund, Ladenburg Growth and Ladenburg Aggressive Growth), each of which is an open-end fund; as well as the Total Portfolio Series funds (Collective Investment Trusts) established for retirement plans. Our IARs can recommend clients invest in these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through LTCO, which receives no commissions when executing trades on behalf of the Funds. • LTAM operates $ymbil®, an online, interactive tool designed to assist clients in selecting among the five Ladenburg Funds by using a questionnaire to gauge a client’s time horizon, risk tolerance and investment objectives. A client investment profile is created from the responses to this online questionnaire. LTAM has no discretion over a client’s investments. Our IARs can recommend clients use $ymbil, and if clients implement transactions using $ymbil, both Osaic Institutions and our IARs receive promoter fees. This creates a conflict of interest; however, clients have no obligation to accept any suggestions provided by $ymbil or to invest in any of the Ladenburg Funds. • LTAM offers the Qui(k) program. LTAM serves as the ERISA Section 3(38) investment fiduciary for the plans associated with this program. LTAM has entered into an agreement to provide 3(38) investment fiduciary services to TRG Fiduciary Services, LLC (TRGF). TRGF is the Pooled Plan Provider (PPP) for the Qui(k) platform, TRGF’s Pooled Employer Plan (PEP). LTAM, as well as the other Qui(k) platform service providers, are engaged by TRGF in their capacity as the PPP named fiduciary and PEP plan sponsor. Certain collective investment trusts (“CITs”) managed by LTAM are available as investment options in Qui(k). However, LTAM utilizes a share class that does not pay a fee to LTAM for management of the CIT assets. Employers who participate in Qui(k) will sign a separate agreement engaging TRGF as the PPP. TRGF, LTAM, and Osaic Institutions do not engage in any revenue sharing as a result of this relationship. The specific manner in which fees are charged is established for a client in the client’s written investment advisory agreement. IARs are not acting as a fiduciary for purposes of ERISA when recommending employer participation in Qui(k) versus the other programs or options. WealthSelect Program Wrap Fee Program Brochure 27 © Osaic Institutions, Inc.  We offer clients access to professional third-party money managers that create and implement portfolios with a variety of investment strategies (see Item 4 - Advisory Business for additional information on referrals to third-party money managers). LTAM is among the third-party money managers that can be recommended to clients. Osaic Institutions has a conflict of interest when recommending LTAM to clients. IARs receive compensation that varies depending on the third-party managers recommended. Osaic Institutions earns more total compensation when a client selects LTAM as a third-party manager than we would earn if the client selects certain other unaffiliated third-party managers. Thus, our IARs have a conflict of interest because of an incentive to recommend certain managers over others. We address these conflicts of interest through policies and procedures that, among other things, require IARs to make suitable recommendations, to act as a fiduciary to clients, and to act solely in clients’ best interests. Members of the Osaic Institutions Board of Directors also serve as board members for several of our affiliated companies. There can be a perceived conflict of interest. You should be aware that the Board of Directors does not make decisions for our firm without following the process set forth in our firm’s by-laws. Please refer to Item 4 for information about our recommendations of third-party asset managers (including wrap fee programs) and the conflicts of interest we have in recommending these programs. Osaic Institutions has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits Osaic Institutions employees and IARs to invest for their own personal accounts in the same securities that Osaic Institutions and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. Osaic Institutions addresses this conflict of interest by requiring in its code of ethics that Osaic Institutions employees and IARs report certain personal securities transactions and holdings to Osaic Institutions. Osaic Institutions has procedures to review personal trading accounts for front running. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request. As part of financial planning and consulting services, an IAR may or may not provide recommendations as to investment products or securities. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to Osaic Institutions and the IAR, this presents a conflict of interest. The compensation to the IAR and Osaic Institutions may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a financial plan or consulting advice be implemented using a certain product or service over another product or service. The client is under no obligation to purchase securities or services through Osaic Institutions and the IAR. If the client decides to implement the recommendations received pursuant to a financial plan or consulting services through an Osaic Institutions advisory program or service, the IAR will provide client at the time of engagement with a Brochure, client agreement and other account paperwork that contain specific information about fees and compensation that the IAR and Osaic Institutions will receive in connection with that program. The Brochures are also available at adviserinfo.sec.gov. If the client desires instead to purchase securities in a brokerage account through IAR acting as a registered representative of Osaic Institutions, Osaic Institutions and IAR will receive brokerage-related compensation for those services, such as commissions and/or trail fees. Osaic Institutions provides information regarding such brokerage WealthSelect Program Wrap Fee Program Brochure 28 © Osaic Institutions, Inc.  compensation at the time of a brokerage transaction and also on its website at osaic.com/disclosures. When considering whether to implement recommendations received pursuant to a financial plan or consulting services through IAR and Osaic Institutions, clients should discuss with the IAR how Osaic Institutions and IAR will be compensated for any recommendations in the plan. It is important to note that clients are under no obligation to implement recommendations received pursuant to a financial plan or consulting services through Osaic Institutions. Clients should understand that the investment products, securities and services that an IAR recommends as part of financial planning and consulting services are available to be purchased through broker-dealers, investment advisers or other investment firms not affiliated with Osaic Institutions. A portion of the fee to the IAR may be paid by the IAR to his or her Osaic Institutions branch manager or another Osaic Institutions representative for supervision or administrative support. There is a conflict of interest when a branch manager receives a portion of this fee for supervision because the fee affects his or her ability to provide objective supervision of the IAR. Pershing, Osaic Institutions’ clearing broker, offers a collateralized loan program referred to as the LoanAdvanceTM program. Under the LoanAdvance program, clients can collateralize certain investment accounts to obtain a secured loan through Pershing. The IAR has the ability to markup the interest rate charged by Pershing in connection with secured loans obtained through the LoanAdvance program. In addition, Pershing shares revenue with Osaic Institutions and the IAR based on the interest rate and the amount of the outstanding loan. The LoanAdvance program creates a conflict because Osaic Institutions and the IAR have an incentive to recommend that the client utilize the LoanAdvance program and to increase the interest rate that the client pays. Clients are not required to use the LoanAdvance program to obtain a collateralized loan. Clients should be aware that the LoanAdvance program is only one of many ways to obtain a secured loan. Many of Osaic Institutions’ IARs are located in branches of unaffiliated financial institutions, such as banks and credit unions. Many of these financial institutions offer loans that can be collateralized by the client’s securities account with Osaic Institutions. Because the financial professionals are often employees of the financial institutions, they have a conflict because they can be incented to encourage the client to utilize the lending services of the financial institution. Osaic Institutions and its IARs have an interest in continuing to receive investment advisory fees, which gives Osaic Institutions and its IARs an incentive to recommend that clients borrow money rather than liquidate some of their assets managed by Osaic Institutions and the IAR. This incentive creates a conflict of interest for Osaic Institutions and its IARs when advising clients seeking to access funds on whether they should liquidate assets or instead hold their securities investments and utilize a line of credit secured by assets in their account. Because Osaic Institutions and its IARs are compensated primarily through advisory fees paid on clients’ accounts, Osaic Institutions and its IARs also have an interest in managing an account serving as collateral for a loan in a manner that will preserve sufficient collateral value to support the loan and avoid a bank call. This presents a conflict of interest with clients because it could incentivize IARs to invest in more conservative, lower performing investments to maintain the stability of the account. If a client is a participant in an employer-sponsored retirement plan such as a 401(k) plan and decides to roll assets out of the plan into the account, Osaic Institutions and its IARs have a financial incentive to recommend that the client invest those assets in the account, because Osaic Institutions and its IARs will be paid on those assets, for example, through advisory fees. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred to the account, commissions and sales charges will be charged when liquidating such securities prior to the transfer, in addition to commissions and sales charges previously paid on transactions in the plan. Client should understand that Osaic Institutions and its IARs perform advisory and/or brokerage services for various other clients, and that Osaic Institutions and its IARs may give advice or take actions for those other clients that differ WealthSelect Program Wrap Fee Program Brochure 29 © Osaic Institutions, Inc.  from the advice given to the client. The timing or nature of any action taken for the account may also be different. Accounts that participate in managed account (wrap) programs and for which we serve as portfolio manager are reviewed at least quarterly by the IAR to evaluate consistency of the portfolio with current account investment objectives, and target asset allocation and weighting. More frequent reviews can be triggered by significant market or economic factors, or changes in the client’s financial situation, large withdrawals or significant deposits, or changes in account objectives, liquidity needs, or risk tolerance. For other managed accounts for which we do not serve as the portfolio manager, the IAR reviews the account on at least an annual basis to evaluate whether investment objectives are being met. We notify the client periodically to contact the IAR of changes in the account’s financial situation or investment objectives, or any reasonable account restrictions the client wishes to impose or modify. At least annually, the IAR will contact the client to determine if there have been any changes in the account’s financial situation or investment objectives, or if the client wishes to impose or modify any reasonable account restrictions. As a broker-dealer, investment adviser and insurance producer, Osaic Institutions offers a large number of products to our customers. It is important to know that a number of companies whose products are offered through Osaic Institutions pay extra compensation to Osaic Institutions. These companies, referred to as “Product Partners”, include mutual fund companies, insurance carriers, issuers of structured products and issuers of non-traded real estate investment trusts. Product Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Product Partners have more opportunities than other companies to market and educate our IARs on investments and the products they offer. The amount of compensation paid to Osaic Institutions varies by Product Partner. In general, Product Partners may compensate Osaic Institutions by paying (i) a fixed dollar amount or paying a sponsorship fee for an Osaic Institutions event, (ii) a percentage of product sales, (iii) a percentage of customer assets invested in the products, or (iv) a combination of the above. Product Partners pay Osaic Institutions differing amounts of revenue sharing, for which the Product Partner receives different benefits. In addition, Osaic Institutions, Osaic Institutions employees and IARs receive compensation in the form of gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with the IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Clients of Osaic Institutions do not pay more to purchase the products of Product Partners through Osaic Institutions. This additional compensation to Osaic Institutions creates a conflict and incentive for Osaic Institutions and its IARs to promote Product Partner products over other products. Osaic Institutions manages this conflict by not sharing the identity of the Product Partners with its IARs. Likewise, IARs do not receive additional compensation for selling a Product Partner product, although the IAR may benefit indirectly when Product Partner payments are used to support costs relating to review, marketing and training. Osaic Institutions has entered into referral agreements with independent third-party investment advisers, pursuant to which Osaic Institutions and the IARs receive referral fees from the third-party investment advisers in return for referral of clients. Osaic Institutions refers clients to such firms as BNY Mellon and Wilbanks Smith & Thomas. Referrals to certain third-party investment advisers are subject to restrictions imposed by Osaic Institutions. Because Osaic Institutions is engaged by and paid by the third-party investment adviser for the referral, any recommendation regarding a third-party investment adviser as part of a referral presents a conflict of interest. Osaic Institutions addresses this conflict by providing the client with a disclosure statement explaining the role of Osaic Institutions and the IAR and the referral fee received by Osaic Institutions and the IAR. For more information regarding these arrangements, see Item 4 above. In some cases, the third-party investment advisers pay additional marketing payments to Osaic Institutions, its employees and/or IAR’s to cover fees to attend conferences or reimbursement of expenses for workshops, seminars presented to IAR clients or advertising, marketing or practice management. WealthSelect Program Wrap Fee Program Brochure 30 © Osaic Institutions, Inc.  Cash in an investment advisory account that is awaiting investment or reinvestment at Pershing may be invested in the Sweep Program. Rates in the Sweep Program offered by Osaic Institutions will vary over time and may be higher or lower than the rate paid on other sweep options or other money market mutual funds not offered by Osaic Institutions as a cash sweep option. For more information regarding the Sweep Program, please see Item 4 above. Pershing is the clearing firm for Osaic Institutions’ brokerage and advisory business. Pershing provides significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at Pershing. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contract with Pershing within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with Pershing. Osaic Institutions, in its capacity as a broker-dealer and member of FINRA, will be the primary broker- dealer through which securities transactions in the asset management program will be processed. Clients who want to participate in Osaic Institutions’ asset management program are required to utilize Osaic Institutions for these purposes. Osaic Institutions clears its securities transactions on a fully disclosed basis through Pershing. Although Pershing’s clearing and custody fees are included in the client’s investment advisory fee, there are other miscellaneous Pershing fees the client will be required to pay. These include ACAT fees, IRA maintenance fees, inactive account fees, account termination fees, paper statement fees, wire transfer fees and other costs and expenses. Pershing shares with Osaic Institutions a portion of the fees you pay to Pershing for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged by Pershing (a “markup”). Please see the Schedule of Brokerage Fees for Advisory Services at osaic.com/disclosures for details on all of these fees, and footnote 1, which identifies each specific item which Osaic Institutions marks up. Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. As described above, Osaic Institutions has entered into agreements with various Subscribing Institutions, pursuant to which the IARs may solicit applications from, negotiate with, and sell or offer investment services and products to customers of the Subscribing Institutions during the term of the agreement. Employees of the Subscribing Institutions may refer customers to Osaic Institutions and the Subscribing Institutions may pay them a referral fee under the guidelines of SEC Regulation R. The investment services and products marketed to the customers of Subscribing Institutions are offered and sold exclusively by IARs contracted by Osaic Institutions, who are licensed with the appropriate regulatory authorities pursuant to the applicable state and federal insurance and securities laws and regulations. The Subscribing Institution is compensated by Osaic Institutions in connection with the sales of all securities, insurance products and advisory fees. This referral compensation varies, but in situations where the financial professional is employed by the financial institution, the financial institution typically receives 80% to 95% of the investment advisory fees earned on such services. This range is lower in situations where the financial professional is not an employee of the financial institution, typically between 20% and 50% of the advisory fees. This referral arrangement does not result in any increase in the fees you pay to Osaic Institutions. The financial institution is paid directly by Osaic Institutions for the referral. The Subscribing Institution then shares a portion of the compensation with the IAR. The Subscribing Institution establishes the compensation plan for the IAR, which is subject to approval by Osaic Institutions. The compensation plan determines how the IAR’s compensation is structured and the amount of compensation the IAR will receive. IARs have a financial incentive to recommend a particular service or product if under the compensation plan the recommended product will result in more compensation to the IAR than another product or service, including advisory versus brokerage services. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client. WealthSelect Program Wrap Fee Program Brochure 31 © Osaic Institutions, Inc.  In addition, Osaic Institutions provides other forms of compensation to Subscribing Institutions, such as bonuses, awards or other things of value offered by Osaic Institutions to the institution. In particular, Osaic Institutions pays financial institutions in different ways, including payments based on production, payments in the form of repayable or forgivable loans, payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions, advances of advisory fees, or attendance at Osaic Institutions’ national conference or top producer forums and events. Osaic Institutions pays this compensation based on overall business production and/or on the amount of assets serviced in Osaic Institutions advisory programs. Subscribing Institutions are also eligible to receive compensation from Osaic Institutions in order to assist with offsetting time and expense in coordinating transfers of client accounts from third-party investment platforms to Osaic Institutions’ platform. As a result, the Subscribing Institution and IAR have a conflict of interest and financial incentive for the IAR to recommend the program account and services that will result in the greatest compensation to the Subscribing Institution and the IAR. If Osaic Institutions makes a loan to a new or existing Subscribing Institution, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise an IAR at that Subscribing Institution. In addition, Subscribing Institution employees who are not associated with Osaic Institutions often refer prospective customers to IARs working in the Subscribing Institution. These employees frequently receive a nominal referral fee from the Subscribing Institution (typically up to $25) as compensation for each referral. The IAR recommending an advisory service receives compensation, directly from Osaic Institutions or indirectly through a Subscribing Institution, as the case may be. IARs are compensated by Osaic Institutions (directly or indirectly) as independent contractors and not as employees. This compensation includes a portion of the advisory fee and such portion received by IAR may be more than what IAR would receive at another investment adviser firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by Osaic Institutions or the Subscribing Institution to the IAR. In particular, Osaic Institutions pays its IARs in different ways, for example: • payments based on production • payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions • payments in the form of repayable or forgivable loans • advances of advisory fees reduction or elimination of certain costs or expenses otherwise payable by the IAR • • attendance at Osaic Institutions conferences and events. Osaic Institutions pays IARs this compensation based on the IAR’s overall business production and/ or on the amount of assets serviced in Osaic Institutions advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other Osaic Institutions programs, programs of other investment advisers or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the IAR has a financial incentive to recommend advisory services over other programs and services. However, an IAR may only recommend a program or service that he or she believes is suitable for you and in your best interest. Osaic Institutions has systems in place to review IAR-managed accounts for suitability over the course of the advisory relationship. If an IAR has recently become associated with Osaic Institutions, he or she may have received payments from Osaic Institutions or the Subscribing Institution in connection with the transition from another broker-dealer or investment adviser firm. These payments, which may be significant, are intended to assist an IAR with the costs associated with the transition, such as moving expenses and termination fees associated with moving accounts; however, Osaic Institutions does not confirm the use of these payments for such transition costs. These payments can be in the form of loans to the IAR, which are repayable to Osaic Institutions or forgiven by Osaic Institutions based on years of service with Osaic Institutions (e.g., if the IAR remains with Osaic Institutions for 5 years) and/or the scope of business engaged in with Osaic Institutions, including the amount of advisory account assets with Osaic Institutions. The receipt WealthSelect Program Wrap Fee Program Brochure 32 © Osaic Institutions, Inc.  of these payments creates a conflict of interest in that an IAR has a financial incentive to recommend that a client open and maintain an account with the IAR and Osaic Institutions for advisory and/or brokerage services. In addition, these transition payments create a conflict and an incentive to recommend switching investment products or services where a client’s current investment options are not available through Osaic Institutions. Osaic Institutions and its IARs attempt to mitigate these conflicts of interest by evaluating and recommending that clients use Osaic Institutions’ services based on the benefits that such services provide to clients, rather than the transition payments earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with Osaic Institutions. If Osaic Institutions makes a loan to a new or existing IAR, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise the IAR. Clients will receive quarterly (or monthly if there is activity in the account during the month) brokerage statements from Pershing showing all activity in the account. In addition, Envestnet and Lockwood provide quarterly reports to the IARs showing the account composition, portfolio performance, current asset allocation and current portfolio activity. The IARs are given access to these quarterly reports and may or may not forward them along to the client. Clients in these programs that would like to receive these reports should contact their IAR or contact Osaic Institutions at the address on the cover of this Brochure. WealthSelect Program Wrap Fee Program Brochure 33 © Osaic Institutions, Inc. 

Current as of March 31, 2025 © Osaic Institutions, Inc. • 538 Preston Ave • Meriden, CT 06450 • 203-599-6000 • osaic.com This Brochure provides information about the qualifications and business practices of Osaic Institutions, Inc. If you have any questions about the contents of this Brochure, please contact us by email at oi.compliance@osaic.com, or by telephone at (203) 599-6000, or by mail at the address above. 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. Osaic Institutions, Inc. is an investment adviser registered with the United States Securities and Exchange Commission. Registration with the SEC does not imply that Osaic Institutions, Inc. or any person associated with Osaic Institutions, Inc. has achieved a certain level of skill or training. Additional information about Osaic Institutions, Inc. is available on the SEC’s website at adviserinfo.sec.gov.  This section of our Brochure summarizes material changes that have occurred at our firm since the previous release of our Brochure. We will update this section of our Brochure on an annual basis and send a summary of any material changes at our firm along with a copy of our annual privacy policy mailing. You may receive a complete copy of our Brochure by contacting your Osaic Institutions Adviser or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. Since our last annual updating amendment on March 26, 2024, we have made the following material amendments to this Brochure: Item 5 – Clarification of Money Market funds offered and Material Conflicts of Interest Item 5 – Clarification of Fees for Paper Delivery of Documents Item 9 – Addition of Various Additional Compensation Programs offered to Advisors (e.g. Advisor Appreciation) Various updates to formatting throughout Form ADV WRAP Appendix 2 © Osaic Institutions, Inc.  Form ADV WRAP Appendix 3 © Osaic Institutions, Inc.  The Advisor Managed Portfolios (“Program” or “AMP”) is sponsored by Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us” or the “Firm”) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2024, we managed client assets of approximately $1,088,522,664 on a discretionary basis and $2,935,926,307 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients primarily through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at oi.compliance@osaic.com. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as a broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. The Program begins with your Advisory Representative working with you to identify your investment goals and objectives as well as risk tolerance. Your Advisory Representative will then create an initial portfolio allocation designed to complement your financial situation and personal circumstances. Your Advisory Representative has the option to allocate your portfolio amongst a mix of stocks, bonds, options, exchange-traded funds, mutual funds and other securities (“Program Investments”) which are based on your investment goals, objectives, and risk tolerance. Your Advisory Representative has the option to recommend model portfolios, option trading and/or margin as a part of the chosen strategy. Upon your agreement, this portfolio allocation will be managed in your Program Account. The investment strategies utilized in the Program depend upon your investment objectives and goals as provided to your Advisory Representative. Portfolios are constructed along basic investment objective categories, however you and each client have the opportunity to place reasonable restrictions on the type of investments to be held in your Program Account. Your Advisory Representative will manage your account on either a discretionary or non-discretionary basis. We define discretionary management as the ability to trade your account, without obtaining your prior consent, the securities and amount of securities to be bought or sold, and the timing of the purchase or sale. It does not extend to the withdrawal or transfer of your account funds. Non-discretionary management means that your Advisory Representative does not have the ability to perform the aforementioned without your consent. However, your Advisory Representative has the option to periodically rebalance your account to maintain the initially agreed upon asset allocation without your consent. In addition, the Firm has limited discretionary trading, solely with respect to any and all transactions executed in order to convert certain mutual fund holdings in your Account to a lower-cost share class, whenever such share class is available. The Program is offered alternatively as an Account with separate advisory fees and transaction charges (“Non-Wrap Fee”) or as an account where no separate transactions charges apply and a single fee is paid for all advisory services and transactions (“Wrap Fee”). In both Wrap Fee and Non-Wrap Fee accounts, client may pay a monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in your account as of the last business day of the billing period. Or, the fee may also be based on the average daily balance of the account for the billing period. The amount, frequency, and methodology of the fee will be set out in the client agreement executed by the client at the time the relationship is established. Fees are generally directly deducted from the client accounts. Form ADV WRAP Appendix 4 © Osaic Institutions, Inc.  In the event that additions to, or withdrawals from, the account are made in excess of $10,000 during any given month or quarter, the Account Fee will be adjusted on a pro-rata basis to the account from which the charge was debited, based on the market value of the assets at such time to reflect the addition or withdrawal. Adjustments are calculated as follows: • As of the date a withdrawal of $10,000 or more, fees paid in advance on the withdrawn amount for the remaining calendar days in the month or quarter will be refunded (“Prior Fees Paid”). • As of the date of the addition of $10,000 or more, fees will be recalculated on the additional amount for the remaining number of calendar days in the month or quarter (“Recalculated Fees”). • The applicable rate for the Recalculated Fees or Prior Fees Paid will be determined based on the market value of the assets as of the date of the addition or withdrawal as applied to the Tiered and Linear method described below. If you were to add assets and separately withdraw assets during the same monthly or quarterly billing period, the rate applied to your Recalculated Fees versus Prior Fees may be different. • The net difference of the Recalculated Fees and the Prior Fees Paid, if there are multiple such events in the same billing period, will be combined at the next billing period and therefore may result in a credit or debit to the account. In computing the market value of assets, mutual fund shares will be calculated at their respective net asset values as of the valuation date in accordance with each mutual fund prospectus. With respect to accounts that utilize margin, the “net worth” or “net equity” value of the account, not the long or short market value, will be used to determine the Account Fee. With respect to accounts that purchase or sell option contracts, the positive or negative value of the option will be included in the net equity value of the account for purposes of determining the Account Fee. Please be aware that option contracts are a “wasting” asset, in that they have value only through the date on which they expire. If call option contracts are sold in conjunction with securities held in a Program Account, (often referred to as covered call options) the cash received on the sale of the option may have the effect of temporarily increasing the net equity value of the Program Account, and thus increasing the amount of the Account Fee. Your Account Fee calculation method is billed using either the “Tiered” or “Linear” as agreed upon on your client agreement. To illustrate, please refer to the sample billing schedule below: Subject to the maximum Account Fee limitations imposed by the fee schedules that follow, each Advisory Representative: (i) negotiates with clients their own Account Fee schedule, and (ii) determines on a client by client basis the Accounts that will be included in the same “household” for purposes of calculating the Account Fee. Account Fees and terms are negotiated on a case-by-case basis, depending on a variety of factors, including the nature and complexity of the particular service, the requirements of your particular Advisory Representative, your relationship with your Advisory Representative, the size of the Account, the potential for other business or clients, the amount of work anticipated and the attention needed to manage the Account, among other factors. If you select the Wrap Fee option, you will pay a single Account Fee that is inclusive of ticket charges for the purchase and sale of securities. Please consider that depending upon the level of the Account Fee charged, the amount of portfolio activity in your account, the value of services that are provided under the Program, and other factors, the Account Fee Form ADV WRAP Appendix 5 © Osaic Institutions, Inc.  may or may not exceed the aggregate cost of such services if they were to be provided separately. Our policy and procedures are designed to ensure our Related Persons recommend Wrap Fee Advisory Accounts only for actively managed accounts. The Wrap Fee option offers a bundled charge that is inclusive of transactional (i.e., trading) costs and is meant to be utilized by investors who have an intention to actively trade their account. A Non-Wrap Fee account is generally more cost-effective for you if you do not intend to actively trade your account. While there is no precise determinant for an actively traded account, if you are engaging in a small number of transactions per year, you should discuss in detail with your advisor if a wrap-account is appropriate for your needs. The Wrap Account Fee is composed of two components, the “Administrative Fee” and the “Advisory Fee.” The rates charged for these components are determined based on several factors described in more detail below, including but not limited to the size of your account, services provided, and the Advisory Fee negotiated. The annual Account Fee schedule applied to your account will not exceed 2.50% of Program Assets for new accounts. Please note, that certain accounts amended into the Program can be under different fee schedules where the maximum total Account Fee paid by you could be higher (up to 3.00%). The Account Fee charged in any given month or quarter will be reflected in the account statements sent to you. The portion of the Account Fee allocated to the Administrative Fee covers administrative, and supervisory services provided by your Advisor’s associated Broker-Dealer as well as transaction, execution, clearing and custodial services as provided by the clearing broker-dealer. The Administrative Fee is set on a sliding scale depending on the size of the assets in the account with a maximum of 0.26%. With regard to any assets invested in mutual funds that are advised by an affiliate of the Firm1, the assets will be excluded from the calculation of the Administrative Fee. A discounted Administrative Fee Schedule is available for certain Advisory Representatives that meet the qualifications. The discount will be based upon the aggregated total of Account Fee billings from all clients your Advisory Representative maintains in the Program. The discount ranges can be a partial or full reduction of the Administrative Fee. If your Advisory Representative receives a discounted Administrative Fee, your Advisory Representative’s compensation will increase or decrease by the amount of the discount received, but your Total Account Fee and cost will remain unchanged. The Advisory Fee is the remainder of the Account Fee and is primarily paid to your Advisory Representative for the provision of their personal advisory services rendered in qualifying you for investment in the Program, as well as for ongoing supervision and/or portfolio monitoring of Program Investments. Advisory Fees are negotiated on a case-by- case basis, depending on a variety of factors, including the nature and complexity of the particular service, your relationship with us and our Advisory Representative, the size of the account, the potential for other business or clients, the amount of work anticipated and the attention needed to manage your account. Clients who select the Non-Wrap Fee option will pay separate Transaction Charges in addition to the Account Fee. The custodian and Advisor’s associated broker-dealer receive portions of the transaction charges. The Non-Wrap Fee is composed of two components, the “Administrative Fee” and the “Advisory Fee.” The rates charged for these components are determined based on several factors described in more detail below, including but not limited to the size of your account, services provided, and the Advisory Fee negotiated. The annual Account Fee schedule applied to your account will not exceed 2.50% of Program Assets for new accounts. Please note, that certain accounts amended into the Program can be under different fee schedules where the maximum total Account Fee paid by you could be higher (up to 3.00%). The Account Fee charged in any given month or quarter will be reflected in the account statements sent to you. The portion of the Account Fee allocated to the Administrative Fee covers administrative, and supervisory services provided by your Advisor’s associated Broker-Dealer as well as transaction, execution, clearing and custodial services as provided by the clearing broker-dealer. The Administrative Fee is set on a sliding scale depending on the size of the assets in the account with a maximum of 0.17%. With regard to any assets invested in mutual funds that are advised by an affiliate of the Firm, the assets will be excluded from the calculation of the Administrative Fee. A discounted Administrative Fee Schedule is available for certain Advisory Representatives that meet the qualifications. The discount will be based upon the aggregated total of Account Fee billings from all clients your Advisory Representative maintains in the Program. The discount ranges can be a partial or full reduction of the Administrative Fee. If your Advisory Form ADV WRAP Appendix 6 © Osaic Institutions, Inc.  Representative receives a discounted Administrative Fee, your Advisory Representative’s compensation will increase or decrease by the amount of the discount received, but your Total Account Fee and cost will remain unchanged. Please note that Ladenburg Thalmann Asset Management, Inc. (“LTAM”) is an SEC registered investment adviser affiliated with Osaic Institutions, Inc. LTAM offers the Ladenburg Funds (i.e., Ladenburg Income Fund, Ladenburg Income & Growth Fund, Ladenburg Growth & Income Fund, Ladenburg Growth and Ladenburg Aggressive Growth), as well as the Total Portfolio Series funds (Collective Investment Trusts) established for retirement plans. Our Advisory Representative can recommend clients invest in these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through Ladenburg Thalmann & Co, Inc. (a registered broker/dealer affiliated with Osaic Institutions, Inc. which receives no commissions when executing trades on behalf of the Funds. The Advisory Fee is the remainder of the Account Fee and is primarily paid to your Advisory Representative for the provision of their personal advisory services rendered in qualifying you for investment in the Program, as well as for ongoing supervision and/or portfolio monitoring of Program Investments. Advisory Fees are negotiated on a case-by- case basis, depending on a variety of factors, including the nature and complexity of the particular service, your relationship with us and our Advisory Representative, the size of the account, the potential for other business or clients, the amount of work anticipated and the attention needed to manage your account. For clients who receive mail delivery of account statements, trade confirmations, prospectuses and other account notices, a Paper Surcharge Fee of $4.50 will be charged per quarter, per account, in arrears at the end of the quarter. You can eliminate this fee by signing up for electronic delivery by contacting your Advisory Representative or going to equipt.osaic.com. The fee schedule can be found at osaic.com/disclosures. The Paper Surcharge Fee applies to both Wrap Fee and Non-Wrap Fee accounts. In cases where your Advisory Representative pays the above fee, there is an incentive for your Advisory Representative to trade less often or to recommend different products to avoid the fee. Our policy and procedures are designed to ensure our Related Persons make recommendations to you that are in your best interest. Furthermore, to mitigate this conflict, you can sign up for Form ADV WRAP Appendix 7 © Osaic Institutions, Inc.  electronic delivery. Certain no-load or load at net asset value (“NAV”) mutual funds are available for purchase, sale or exchange without incurring transaction costs. These funds are offered through Pershing and NFS’ no transaction fee programs (respectively, the “Pershing Mutual Fund NTF Program” and “NFS Mutual Fund NTF Program”) as described below. Certain exchange-traded funds are also available through Pershing and NFS’ no transaction fee program (the “Pershing ETF-NTF Program” and the “NFS ETF-NTF Program), also described below. Pershing and NFS determine which funds participate in the Pershing-NTF Program and the NFS ETF-NTF Program, respectively. We do not make this determination. The status of a particular fund may change over time, and whether the program terms apply is determined at the time of transaction. No-load, institutional share classes and Class A share purchases at NAV mutual funds may be purchased without incurring transaction costs subject to a $500 minimum purchase amount through Pershing (the “Pershing Mutual Fund NTF Program”). If a mutual fund in the Pershing NTF Program is sold prior to a 2-month hold/redemption period, a $25.00 charge will be passed on to you, under both wrap and non-wrap fee contracts (except for wrap programs where we pay the ticket charge). This charge is in addition to other fees, charges, and restrictions that may be imposed by the mutual fund company for short-term trading and redemptions. Please see the below table as a reference guide. Pershing offers a no-transaction fee exchange-traded fund program (the “Pershing ETF-NTF Program”) which, includes ETFs with no transaction fees. ETFs in the Pershing ETF-NTF Program have no purchase minimums or holding periods. You can purchase, sell or exchange a select group of no-load or load at NAV mutual funds through NFS’ no-transaction fee program (the “NFS Mutual Fund NTF Program”) without incurring transaction costs, purchase minimums or holding periods. NFS’ offers a no-transaction fee exchange-traded fund program (the “NFS ETF-NTF Program”) which, includes ETFs with no transaction fees. ETFs in the NFS ETF-NTF Program have no purchase minimums or holding periods. A surcharge of up to $10 is assessed for transactions in certain mutual funds. The surcharge applies to each purchase and sale transaction for such mutual funds, but excludes exchanges and periodic investments. Upon request, your Advisory Representative will provide you with a list of mutual funds subject to the surcharge fee. This list is subject to change from time to time. Your Advisory Representative has the option to utilize the Program tools to manage Variable Annuity products (“Program VAs”) that are maintained outside of a standard Program Account. Although the Variable Annuities and their respective Sub-Accounts will be represented on various Program reports (i.e., Performance Reporting) the Variable Annuities are held directly at the Variable Annuity Sponsor. Program VAs are only available to be managed as part of an existing client group, consisting of one or more Program Accounts. Your Advisory Representative has the option to use the various Program tools to manage the Program VA’s Sub-Accounts in accordance with your risk tolerance. However, the Advisory Representative will not direct reallocations of the Sub-Accounts through the Program. In such cases when a reallocation is required, the Advisory Representative will direct and execute such reallocation transactions directly through the Variable Annuity Sponsor. Form ADV WRAP Appendix The Program VA Fee Schedule is composed of two components, the “Administrative Fee” and the “Advisory Fee.” The rates charged for these components are determined based on several factors described in more detail below, including but not limited to the size of your account, services provided, and the Advisory Fee negotiated. The annual Account Fee 8 © Osaic Institutions, Inc.  schedule applied to your account will not exceed 2.50% of Program Assets for new accounts. Please note, that certain accounts amended into the Program can be under different fee schedules where the maximum total Account Fee paid by you could be higher (up to 3.00%). The Account Fee charged in any given month or quarter will be reflected in the account statements sent to you. The portion of the Account Fee allocated to the Administrative Fee covers administrative, and supervisory services provided by your Advisor’s associated Broker-Dealer. The Administrative Fee is set on a sliding scale depending on the size of the assets in the account with a maximum of 0.17%. A discounted Administrative Fee Schedule is available for certain Advisory Representatives that meet the qualifications. The discount will be based upon the aggregated total of Account Fee billings from all clients your Advisory Representative maintains in the Program. The discount ranges can be a partial or full reduction of the Administrative Fee. If your Advisory Representative receives a discounted Administrative Fee, your Advisory Representative’s compensation will increase or decrease by the amount of the discount received, but your Total Account Fee and cost will remain unchanged. The Advisory Fee is the remainder of the Account Fee and is primarily paid to your Advisory Representative for the provision of their personal advisory services rendered in qualifying you for investment in the Program, as well as for ongoing supervision and/or portfolio monitoring of Program Investments. Advisory Fees are negotiated on a case-by-case basis, depending on a variety of factors, including the nature and complexity of the particular service, your relationship with us and our Advisory Representative, the size of the account, the potential for other business or clients, the amount of work anticipated and the attention needed to manage your account. Program VAs are not assessed transaction charges since all reallocations are placed directly with the Variable Annuity sponsor. Osaic Institutions receives Third-Party compensation from participant banks and clearing brokers based on a markup on the interest in amounts of up to 175 basis points (1.75%) charged on the amount of the outstanding loans. The compensation varies depending on the participant bank or clearing broker that you select to provide your loan. This compensation is a conflict of interest because Osaic Institutions has a financial incentive for the client to select a lender that pays compensation to Osaic Institutions over one that does not, and an incentive for the client to maintain outstanding loans through the program. However, Osaic Institutions does not share this compensation with its Advisory Representatives. Osaic Institutions and its Advisory Representatives interests in continuing to receive investment advisory fees is an incentive to recommend that clients borrow money rather than liquidating some of their assets managed by Osaic Institutions, when it could be in a client’s best interest to sell such assets instead of using them as collateral for a loan. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest and in conjunction with the lack of compensation to your Advisory Representative, believes this mitigates any conflict to Osaic Institutions. As described above, accounts custodied at the Custodians will be eligible for the Sweep Program. In connection with the Sweep Program, the custodian automatically transfers free credit balances in the client’s account to a deposit account at one or more banks whose deposits are insured by the Federal Deposit Insurance Corporation (the Bank Deposit Sweep Program (“BDSP”) or the Insured Cash Account Program (“ICAP”) or, in limited cases, to a money market mutual fund product (the “Money Market Mutual Fund Program”). These programs are described below. 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 earn interest that is compounded daily and credited to the client’s 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. Osaic Institutions has established deposit levels or tiers which ordinarily pay different rates of interest on different deposit balances; accounts with higher deposit balances may receive higher rates of interest than those with lower balances. The amount of interest the client receives on deposit accounts will be determined by the amount of interest paid by the Form ADV WRAP Appendix 9 © Osaic Institutions, Inc.  Program Banks, minus the amount of fees charged by the Custodians, Osaic Institutions, and other service providers. Interest rates paid on the deposit accounts may be higher or lower than interest rates available to depositors making deposits directly with Program Banks or with other depository institutions in comparable accounts. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Osaic Institutions will receive a monthly per-account fee for services it provides in connection with maintaining and administering the Sweep Program for IRA accounts held in an advisory/ fee-based office range (the “Sweep Account Fee”). The Sweep Account Fee is not based on the amount of assets in the FDIC Program or in your Program Account, and it does not depend on or vary with (and is not affected by) the actual amounts held in the deposit accounts or the client’s program account. The Sweep Account Fee will reduce the interest the client is paid on the amount of assets in the program account. The Sweep Account Fee will generally be paid by the Program Banks on the program account’s behalf; however, the Sweep Account Fee or a portion thereof may be deducted directly from the program account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In a low interest rate environment, Osaic Institutions at its discretion may decide to waive (that is, to not collect) all or a portion of the Sweep Account Fee paid by the Program Banks. Waiving all or a portion of the Sweep Account Fee will reduce the impact of the Sweep Account Fee on the interest the client receives. Under this Program, Osaic Institutions will receive a fee from the Program Banks in connection with the deposit accounts. The fee received may differ among each Program Bank. The client will have no rights to the amounts paid by the Program Banks, except for interest actually credited to the client’s account. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). Free credit balances in the following Program Account types custodied at Pershing will be automatically swept into the Federated Hermes Government Reserves Fund (GRFXX), which is managed by Federated Hermes Investors (“Federated Hermes”):  All ERISA Title 1 account types, including Profit Sharing Plans, 401(k), Roth 401(k), Simple 401(k), Individual 401(k), qualified deferred compensation plans, defined benefit plans, target benefit plans, and money purchase pension plans 403(b)(7) accounts   Keogh plans The Federated Hermes Government Reserves Fund is a money market mutual fund and seeks to maintain a stable share price of $1.00. The Fund invests primarily in a portfolio of short-term U.S. Treasury and government securities. These investments include repurchase agreements collateralized fully by U.S. Treasury and government securities. The Fund uses repurchase agreements to provide a liquidity base for the portfolio and a potential yield advantage relative to other short-term securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Osaic Institutions does not receive any compensation from the Federated Hermes Government Reserves Fund. For additional information about the Sweep Program for accounts custodied at Pershing, please visit our website located at osaic.com/disclosures. Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to Osaic Institutions, a conflict of interest exists. A conflict of interest also arises because we 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 we, our clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation we receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that we earn two layers of fees on the same cash balances in client advisory accounts with us. If we did not receive such compensation, which is in addition to advisory, transaction, servicing and other fees and compensation related to Program Accounts, such client fees (including advisory fees) would generally be higher. In addition, a conflict of interest arises as a result of the financial incentive for the Firm to recommend and offer a Sweep Program over which they have control of certain functions. Osaic Institutions has 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 Osaic Form ADV WRAP Appendix 10 © Osaic Institutions, Inc.  Institutions. The Advisory Representative who makes investment recommendations for your Program Account does not receive any compensation from these payments or based on the selection of the sweep vehicle. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest. For more information about this service and benefits that we receive in connection with such deposits, please refer to the Sweep Program terms and conditions document, which you can request from your Advisory Representative. Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP. For additional information on such distribution assistance, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures or you may refer to the Fund’s prospectus or your Advisory Representative for additional information related to such fees. In an effort to maintain a positive yield to a customer, a fund company may reduce or waive a portion or all of its internal management and/or distribution fees. Please consult the Fund’s prospectus, or your Advisory Representative, for additional information on such fee waivers. In accordance with Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) — such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges — must pay transaction fees to the Securities and Exchange Commission (SEC) based on the volume of securities that are sold on their markets (“Section 31 SEC Transaction Fee’). The Section 31 SEC Transaction Fee is designed to recover the costs incurred by the government, including the SEC, for supervising and regulating the securities markets and securities professionals. The SROs have adopted rules that require their broker-dealer members to pay a share of these fees. Broker-dealers, in turn, impose fees on their customers that provide the funds to pay the fees owed to their SROs. Section 31 SEC Transaction Fees imposed on your Program Account are calculated as number of shares multiplied by price per share multiplied by a specified rate set by the SEC; a small fraction of a cent that will fluctuate periodically. The applicable fee will appear on your trade confirmation. To find the current rate for Section 31 transaction fees, please visit the Division of Market Regulation’s Frequently Requested Documents webpage, and click on the most recent Fee Rate Advisory under “Section 31 Fees.” Neither the Firm, nor your Advisory Representative receive any portion of the Section 31 SEC Transaction Fee. The Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, banks as well as other business entities. The minimum account size is $10,000, which, in certain scenarios, is waived by the Advisor. This includes but is not limited to instances where the client intends to bring in additional assets or the account depreciates. Your Advisory Representative is the sole portfolio manager available with respect to the Program. Because your Advisory Representative is the portfolio manager in this Program you acknowledge that you have chosen him or her to act in this capacity. Advisory Representatives are selected by their Firms based on various criteria including experience. You should refer to the relevant Form ADV of the Firm with which your Advisory Representative is associated. Your personal identification, account and holdings data are disclosed to your Advisory Representative to enable your Form ADV WRAP Appendix 11 © Osaic Institutions, Inc.  Advisory Representative to help determine the Program Investments that are suitable for you. Your Advisory Representative provides us with access to the following client related information: • account opening documents (which include, among other things, your investment objective, risk tolerance and any account restrictions you imposed on management of assets); • your investment guidelines (if applicable); and reports relating to the performance of your account.  A copy of the Firm’s privacy notice is available in the disclosure section of our affiliated broker/dealers website: https://osaic.com/disclosures. You are encouraged to contact your Advisory Representative with respect to any changes regarding your investment objectives, risk tolerance and requested restrictions with respect to management of your Program Investments. You should direct any questions that you have regarding the Program to your Advisory Representative. We are required to disclose in Item 9 information about legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. In March of 2019, Osaic Institutions consented to an order by the Securities and Exchange Commission (“SEC”) in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Pursuant to the Initiative, Osaic Institutions self-reported to the SEC that it failed to adequately disclose conflicts of interest related to the sale of higher cost mutual fund share classes when lower cost share classes were available. Specifically, the SEC order found that Osaic Institutions placed clients in mutual fund share classes that charged 12b-1 fees when lower cost share classes may have been available. Pursuant to the order, Osaic Institutions agreed to a cease and desist, a censure, and to repay to clients all improperly disclosed fees along with prejudgment interest in the aggregate amount of $978,698.85. Osaic Institutions also agreed to undertake a review and to correct all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees. Lastly, Osaic Institutions agreed to evaluate whether existing clients should be moved to an available lower cost share and to move clients as necessary. Consistent with the terms of the Initiative, the SEC did not impose penalties against Osaic Institutions. In July of 2018, Osaic Institutions entered into a consent order with the Massachusetts Securities Division in connection with its supervision of certain brokerage products and transactions in the Commonwealth of Massachusetts. Without admitting or denying the findings, Osaic Institutions consented to a censure, fine of $125,000, restitution of $59,409.40 to client accounts, and the engagement of a consultant to review Osaic Institutions’ policies and procedures. Osaic Institutions, as a broker-dealer, is a member of the Financial Industry Regulatory Authority (“FINRA”). In October of 2015, Osaic Institutions entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain unit investment trusts (“UITs”). The findings were related to Osaic Institutions’ failure to apply brokerage sales charge discounts to certain customers’ eligible purchases of UITs. The findings stated that Osaic Institutions failed to establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible UIT purchases. Without admitting or denying the findings, Osaic Institutions consented to a censure and fine of $150,000 and restitution of $109,627.84 to client accounts. In April of 2014, Osaic Institutions entered into an AWC with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain non-traditional exchange traded funds. Without admitting or denying the findings, Osaic Institutions agreed to a censure and a fine of $75,000. In addition, Osaic Institutions agreed to pay restitution to customers who lost money in these transactions in the amount of approximately $287,000. Advisors that offer the Program may be “Related Persons” to us. Your Advisory Representative could provide advisory services through an Advisor that is an independent investment advisory firm and unaffiliated with us. Your Advisory Form ADV WRAP Appendix 12 © Osaic Institutions, Inc.  Representative could provide advisory services through an Advisor that is an independent investment advisory firm and unaffiliated with us. You should see the ADV Part 2A of your Advisor that will be provided to you for information regarding any of their other financial industry affiliations and for any associated conflicts of interest. Osaic Institutions has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits Osaic Institutions employees and IARs to invest for their own personal accounts in the same securities that Osaic Institutions and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. Osaic Institutions addresses this conflict of interest by requiring in its code of ethics that Osaic Institutions employees and IARs report certain personal securities transactions and holdings to Osaic Institutions. Osaic Institutions has procedures to review personal trading accounts for front running. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request. If the client desires instead to purchase securities in a brokerage account through IAR acting as a registered representative of Osaic Institutions, Osaic Institutions and IAR will receive brokerage-related compensation for those services, such as commissions and/or trail fees. Osaic Institutions provides information regarding such brokerage compensation at the time of a brokerage transaction and also on its website at osaic.com. When considering whether to implement recommendations received pursuant to a financial plan or consulting services through the IAR and Osaic Institutions, clients should discuss with the IAR how Osaic Institutions and IAR will be compensated for any recommendations in the plan. It is important to note that clients are under no obligation to implement recommendations received pursuant to a financial plan or consulting services through Osaic Institutions. Clients should understand that the investment products, securities and services that an IAR recommends as part of financial planning and consulting services are available to be purchased through broker-dealers, investment advisers or other investment firms not affiliated with Osaic Institutions. A portion of the fee to the IAR may be paid by the IAR to his or her Osaic Institutions branch manager or another Osaic Institutions representative for supervision or administrative support. There is a conflict of interest when a branch manager receives a portion of this fee for supervision because the fee affects his or her ability to provide objective supervision of the IAR. Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by the Client’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. Osaic Institutions may also send periodic or other event- inspired reports based on market or portfolio activity. Reports will generally be provided in electronic format. Osaic Institutions has entered into agreements with various Subscribing Institutions, pursuant to which the IARs may solicit applications from, negotiate with, and sell or offer investment services and products to customers of the Subscribing Institutions during the term of the agreement. Employees of the Subscribing Institutions may refer customers to Osaic Institutions and the Subscribing Institutions may pay them a referral fee under the guidelines of SEC Regulation R. The investment services and products marketed to the customers of Subscribing Institutions are offered and sold exclusively by IARs contracted by Osaic Institutions, who are licensed with the appropriate regulatory authorities pursuant to the applicable state and federal insurance and securities laws and regulations. The Subscribing Institution is compensated by Osaic Institutions in connection with the sales of all securities, insurance products and advisory fees. This referral compensation varies, but in situations where the financial professional is employed by the financial institution, the financial institution typically receives 80% to 95% of the investment advisory fees earned on such services. This range is lower in situations where the financial professional is not an employee of the financial institution, typically between 20% and 50% of the advisory fees. This referral arrangement does not result in any increase in the fees you pay to Osaic Institutions. The financial institution is paid directly by Osaic Institutions for the referral. The Subscribing Institution then shares a portion of the compensation with the IAR. The Subscribing Institution establishes the compensation plan for the IAR, which is subject to approval by Osaic Institutions. The compensation plan determines how the IAR’s compensation is structured and the amount of compensation the IAR will receive. IARs have a financial incentive to recommend a particular service or product if under the compensation plan the recommended product will result in more compensation to the IAR than another product or service, including advisory versus brokerage services. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable Form ADV WRAP Appendix 13 © Osaic Institutions, Inc.  and in the best interests of the client. In addition, Osaic Institutions provides other forms of compensation to Subscribing Institutions, such as bonuses, awards or other things of value offered by Osaic Institutions to the institution. In particular, Osaic Institutions pays financial institutions in different ways, including payments based on production, payments in the form of repayable or forgivable loans, payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions, advances of advisory fees, or attendance at Osaic Institutions’ national conference or top producer forums and events. Osaic Institutions pays this compensation based on overall business production and/or on the amount of assets serviced in Osaic Institutions advisory programs. Subscribing Institutions are also eligible to receive compensation from Osaic Institutions in order to assist with offsetting time and expense in coordinating transfers of client accounts from third-party investment platforms to Osaic Institutions’ platform. As a result, the Subscribing Institution and IAR have a conflict of interest and financial incentive for the IAR to recommend the program account and services that will result in the greatest compensation to the Subscribing Institution and the IAR. If Osaic Institutions makes a loan to a new or existing Subscribing Institution, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise an IAR at that Subscribing Institution. In addition, Subscribing Institution employees who are not associated with Osaic Institutions often refer prospective customers to IARs working in the Subscribing Institution. These employees frequently receive a nominal referral fee from the Subscribing Institution (typically up to $25) as compensation for each referral. Clients placed with Third Party Asset Managers (“TPAM”) to which Osaic Institutions solicits on behalf of will be billed in accordance with that TPAM’s fee schedule, which will be disclosed to the Client prior to signing an agreement. When referring Clients to a TPAM, the Client’s best interest will be the main determining factor of Osaic Institutions. All TPAMs that Osaic Institutions recommends must be a Registered Investment Advisors with the SEC or with the appropriate state authority(ies). These practices represent conflicts of interest because Osaic Institutions is paid a Solicitor Fee for recommending the TPAM and may choose to recommend a particular TPAM based on the fee Osaic Institutions is to receive. This conflict is mitigated by disclosures, procedures and Osaic Institutions’ fiduciary obligation to act in the best interest of its Clients. Clients are not required to accept any recommendation given by Osaic Institutions and have the option to receive investment advice through TPAMs of their choosing. As a broker-dealer, investment adviser and insurance producer, Osaic Institutions offers a large number of products to our customers. It is important to know that a number of companies whose products are offered through Osaic Institutions pay extra compensation to Osaic Institutions. These companies, referred to as “Product Partners”, include mutual fund companies, insurance carriers, issuers of structured products and issuers of non-traded real estate investment trusts. Product Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Product Partners have more opportunities than other companies to market and educate our IARs on investments and the products they offer. The amount of compensation paid to Osaic Institutions varies by Product Partner. In general, Product Partners may compensate Osaic Institutions by paying (i) a fixed dollar amount or paying a sponsorship fee for an Osaic Institutions event, (ii) a percentage of product sales, (iii) a percentage of customer assets invested in the products, or (iv) a combination of the above. Product Partners pay Osaic Institutions differing amounts of revenue sharing, for which the Product Partner receives different benefits. In addition, Osaic Institutions employees and IARs receive compensation in the form of gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with the IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Clients of Osaic Institutions do not pay more to purchase the products of Product Partners through Osaic Institutions. This additional compensation to Osaic Institutions creates a conflict and incentive for Osaic Institutions and its IARs to promote Product Partner products over other products. Osaic Institutions manages this conflict by not sharing the identity of the Product Partners with its IARs. Likewise, IARs do not receive additional compensation for selling a Product Partner product, although the IAR may benefit indirectly when Product Partner payments are used to support costs relating to review, marketing and training. Cash in an investment advisory account that is awaiting investment or reinvestment may be invested in the Sweep Program. Rates in the Sweep Program offered by Osaic Institutions will vary over time and may be higher or lower than the rate paid on other sweep options or other money market mutual funds not offered by Osaic Institutions as a cash sweep option. The Custodians are the clearing firms for Osaic Institutions’ brokerage and advisory business. They provide significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or Form ADV WRAP Appendix 14 © Osaic Institutions, Inc.  account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated these contracts within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place. These clearing firms also shares with Osaic Institutions a portion of the fees you pay for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged (a “markup”). Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. The IAR recommending an advisory service receives compensation, directly from Osaic Institutions or indirectly through a Subscribing Institution, as the case may be. IARs are compensated by Osaic Institutions (directly or indirectly) as independent contractors and not as employees. This compensation includes a portion of the advisory fee and such portion received by IAR may be more than what IAR would receive at another investment adviser firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by Osaic Institutions or the Subscribing Institution to the IAR. In particular, Osaic Institutions pays its IARs in different ways, for example:  payments based on production  payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions  payments in the form of repayable or forgivable loans  advances of advisory fees  reduction or elimination of certain costs or expenses otherwise payable by the IAR  attendance at Osaic Institutions conferences and events. Osaic Institutions pays IARs this compensation based on the IAR’s overall business production and/ or on the amount of assets serviced in Osaic Institutions advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other Osaic Institutions programs, programs of other investment advisers or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the IAR has a financial incentive to recommend advisory services over other programs and services. However, an IAR may only recommend a program or service that he or she believes is suitable for you and in your best interest. Osaic Institutions has systems in place to review IAR-managed accounts for suitability over the course of the advisory relationship. If an IAR has recently become associated with Osaic Institutions, he or she may have received payments from Osaic Institutions or the Subscribing Institution in connection with the transition from another broker-dealer or investment adviser firm. These payments, which may be significant, are intended to assist an IAR with the costs associated with the transition, such as moving expenses and termination fees associated with moving accounts; however, Osaic Institutions does not confirm the use of these payments for such transition costs. These payments can be in the form of loans to the IAR, which are repayable to Osaic Institutions or forgiven by Osaic Institutions based on years of service with Osaic Institutions (e.g., if the IAR remains with Osaic Institutions for 5 years) and/or the scope of business engaged in with Osaic Institutions, including the amount of advisory account assets with Osaic Institutions. The receipt of these payments creates a conflict of interest in that an IAR has a financial incentive to recommend that a client open and maintain an account with the IAR and Osaic Institutions for advisory and/or brokerage services. In addition, these transition payments create a conflict and an incentive to recommend switching investment products or services where a client’s current investment options are not available through Osaic Institutions. Osaic Institutions and its IARs attempt to mitigate these conflicts of interest by evaluating and recommending that clients use Osaic Institutions’ services based on the benefits that such services provide to clients, rather than the transition payments earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with Osaic Institutions. If Osaic Institutions makes a loan to a new or existing IAR, there is also a conflict of Form ADV WRAP Appendix 15 © Osaic Institutions, Inc.  interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise the IAR. There is an option for Osaic Institutions and its Advisory Representatives to offer advisory services on the premises of unaffiliated financial institutions, like banks or credit unions. In such a case, Osaic Institutions will enter into networking agreements with financial institutions pursuant to which we share compensation, including a portion of the advisory fee, with the financial institution for the use of the financial institution’s facilities and for client referrals. To assist in the costs of transitioning from another investment adviser, we provide various benefits and/ or payments to certain Advisory Representatives that are newly associated with Osaic Institutions. The proceeds of the transition assistance payments are intended to be used for a variety of purposes, including but not limited to, providing working capital to assist in funding the Advisory Representative’s business, satisfying outstanding debt owed to the Advisory Representative’s previous firm, technology set-up fees, marketing and mailing costs, stationery and licensure transfer fees, moving expenses, office space expenses, and staffing support. The amount of the transition assistance is generally based on the size of the Advisory Representative’s business established at his or her prior firm. This assistance is generally in the form of loans to the Advisory Representative and are forgiven based on the years of service with Osaic Institutions. The receipt of the recruiting/transition assistance creates a conflict in that the Advisory Representative has a financial incentive to recommend a client to open and maintain an account with Osaic Institutions. Osaic Institutions offers additional educational, training, marketing and home office support services and events for those Advisory Representatives that meet overall revenue production goals. While these goals are not specific to any type of product or service offered, a conflict of interest exists because these opportunities provide a financial incentive for Advisory Representatives to recommend investment products and advisory services in general. Osaic Institutions provides the following compensation and ownership opportunities to certain Advisory Representatives:  The Custodial Net New Asset Program – We will make additional annual payments to Subscribing Institutions and Advisory Representatives of approximately 35 basis points (0.35%) on average on all new assets added to our customer accounts custodied with Pershing and NFS. The payment depends on a number of factors. Your Advisory Representative may receive a higher payment. Please reach out to your Advisory Representative for information about this conflict. The Custodial Net New Asset Program provides an incentive for your Advisory Representative to select the Pershing and NFS custodial location for your brokerage accounts because compensation is paid to the Subscribing Institution and/or the Advisory Representative (rather than a custodial location at an investment sponsor which would not result in additional compensation).  The Referral Rewards Program – Subject to certain qualifications and restrictions, the Firm will make payments to the Subscribing Institution or affiliated Financial Professionals for referrals of unaffiliated Institutions or Financial Professionals. For each qualified referred Institution or Financial Professional which affiliates with the Firm, the referring Subscribing Institution or Financial Professional will receive up to 3% of the referred Institution’s or Financial Professional’s trailing 12-month production and up to 3% of the referred Institution’s or Financial Professional’s first 12 months of production. The Firm is responsible for these payments and the payments to the Subscribing Institution or the Financial Professional are not a portion of the fees and/or commissions you pay. A Subscribing Institution’s or your Financial Professional’s status as a referring Subscribing Institution or Financial Professional is not a conflict to you because if referring, the referred Subscribing Institution’s or Financial Professional’s production is unrelated to your account. The Subscribing Institution’s or your Financial Professional’s status as a referred Institution or Financial Professional is not a conflict to you, because The Subscribing Institution’s or your Financial Professional is not compensated specifically for being part of the Referral Rewards Program. Osaic Institutions provides loans to certain Advisory Representatives as an incentive to establish, maintain, or expand their brokerage and advisory relationships. The repayments of such loans are typically dependent on the financial professional retaining affiliation with Osaic Institutions through the end of the loan period. These loans create a conflict of interest for the financial professional to retain affiliation with Osaic Institutions in order to avoid repayment of the loan. Please note the forgivable notes referenced in the section above on Advisor Appreciation Programs. Form ADV WRAP Appendix 16 © Osaic Institutions, Inc.  In addition to commissions or asset-based fees, Osaic Institutions receives compensation (“revenue sharing payments”) from the below categories:  Packaged Products: certain mutual funds, exchange traded funds (ETFs), variable insurance products, fixed insurance products, direct participation programs, alternative investments, and unit investment trusts (UITs)  Retirement Plan Partners: third-party firms, including plan recordkeeping platforms as well as investment managers of mutual funds and the issuers of annuities  Third-Party Managers: certain third-party money managers offered through accounts custodied away from the Broker-Dealer  Collateralized Lending Partners: certain banking institutions that collateralize certain investment accounts to obtain secured loans The above categories are hereinafter referred to as (“Strategic Partner” or “Strategic Partners”). Strategic Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Strategic Partners have more opportunities than other companies to market and educate our Advisory Representatives on investments and the products they offer. Revenue sharing payments are typically calculated as a fixed fee, as an annual percentage of the amount of assets held by customers, or as a percentage of annual new sales, or as a combination. Strategic Partners pay differing amounts of revenue sharing, for which the Strategic Partner receives different benefits. You do not pay more to purchase Strategic Partner investment products than you would pay to purchase those products through another broker- dealer. Additionally, revenue-sharing payments received are not paid to or directed to your Advisory Representative. Nevertheless, a conflict of interest exists, in that Osaic Institutions is paid more if you purchase a Strategic Partner product, and your Advisory Representative indirectly benefits from Strategic Partner payments when the money is used to support costs of product review, marketing or training. This conflict of interest is mitigated by the fact that your Advisory Representative does not receive any additional compensation for selling Strategic Partner products, and that Osaic Institutions maintains policies and procedures to ensure recommendations are in your best interest. Osaic Institutions will update information regarding Strategic Partners who participate in revenue sharing arrangements with Osaic Institutions on its website on a regular basis. For additional information, including specifics on the revenue share amounts, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. From time to time, Osaic Institutions also receives revenue sharing payments from companies that are not Strategic Partners, generally to cover meetings expenses. The Custodians provide significant compensation to Osaic Institutions 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 Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at the clearing firms. The specific terms of this compensation differ between the Custodians. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contracts with the Custodians within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with the Custodians. Our Advisory Representatives receive indirect compensation from Osaic Institutions for certain level of assets with Custodians. Thus, they are incentivized to recommend these Custodians to you over other options. Certain custodian fees apply to your clearing accounts. In some instances, Osaic Institutions pays a portion of the fee charged. In some instances, Osaic Institutions applies a markup to these fees. Please see the Custodians Client Fee Disclosure brokerage fee schedules (website below) for details on all of these fees which identifies each specific item which Osaic Institutions mark-ups. Depending on the custodial fee, it is applied annually, per transaction, per month or per CUSIP. The above forms of compensation are in addition to advisory fees you pay to us. Osaic Institutions exercises no discretion, nor provides any advice or recommendation in the selection of the Custodian for any specific account or client. As a result, any difference in compensation to Osaic Institutions is based solely on the contracts with the Custodians and your Advisory Representative’s election of a Custodian. Secondly, Advisory Representatives do not share in any compensation paid by the custodians to Osaic Institutions. As a result, Advisory Representatives have no financial conflict of interest in any recommendation of a Custodian to clients. Please refer to the Client Fee Disclosure - Pershing Clearing and Client Fee Disclosure - NFS Clearing located at osaic.com/disclosures to find additional details regarding custodial fees. For more information regarding the above forms of compensation, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. In addition to reimbursement of training and educational meeting costs, Osaic Institutions and its Advisory Form ADV WRAP Appendix 17 © Osaic Institutions, Inc.  Representatives may receive promotional items, meals or entertainment or other non-cash compensation from representatives of mutual fund companies, insurance companies, and Alternative Investment Products, as permitted by regulatory rules. Additionally, sales of any mutual funds, variable insurance products and Alternative Investment Products, whether or not they are those of Strategic Partners, can qualify Advisory Representatives for additional business support and for attendance at seminars, conferences and entertainment events. From time to time, non-Strategic Partners attend Firm sponsored meetings for a fee. Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Osaic Institutions’ financial condition. Osaic Institutions has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. Nor do we require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Form ADV WRAP Appendix 18 © Osaic Institutions, Inc. 

Current as of - March 31, 2025 © Osaic Institutions, Inc. • 538 Preston Ave • Meriden, CT 06450 • 203-599-6000 • osaic.com This Brochure provides information about the qualifications and business practices of Osaic Institutions, Inc. If you have any questions about the contents of this Brochure, please contact us by email at oi.compliance@osaic.com, or by telephone at (203) 599-6000, or by mail at the address above. 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. Osaic Institutions, Inc. is an investment adviser registered with the United States Securities and Exchange Commission. Registration with the SEC does not imply that Osaic Institutions, Inc. or any person associated with Osaic Institutions, Inc. has achieved a certain level of skill or training. Additional information about Osaic Institutions, Inc. is available on the SEC’s website at adviserinfo.sec.gov.  Item 2: Material Changes This section of our Brochure summarizes material changes that have occurred at our firm since the previous release of our Brochure. We will update this section of our Brochure on an annual basis and send a summary of any material changes at our firm along with a copy of our annual privacy policy mailing. You may receive a complete copy of our Brochure by contacting your Osaic Institutions Adviser or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. Since our last annual updating amendment on March 26, 2024, we have made the following material amendments to this Brochure: Item 4 - Clarification of Money Market funds offered, Material conflicts of interest Item 5 – Clarification of Fees for Paper Delivery of Documents Item 9 – Addition of Various Additional Compensation Programs offered to Advisors (e.g. Advisor Appreciation) Various updates to formatting throughout Form ADV WRAP Appendix 2 © Osaic Institutions, Inc.  Item 3: Table of Contents Form ADV WRAP Appendix 3 © Osaic Institutions, Inc.  Item 4: Services, Fees, and Compensation The Unified Managed Accounts Program (“Program” or “UMA”) is sponsored by Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us” or the “Firm”) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2024, we managed client assets of approximately $1,088,522,6648 on a discretionary basis and $2,935,926,307 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients primarily through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at oi.compliance@osaic.com. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as a broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. The Program is presented to you (“Client”) by Investment Adviser Representatives (“Advisory Representatives”) of Osaic’s affiliated registered investment adviser firms (“Advisor” or “Osaic Firms”). The Advisor may be a Related Person (as defined in Form ADV) to us. Please refer to the Advisor’s Form ADV 2A to determine if your Advisor is a Related Person to us. Your Advisory Representative could also provide advisory services through an Advisor that is an independent investment advisory firm and unaffiliated with us. To join the Program, you will enter into an investment advisory client agreement (“Client Agreement”) with us and your Advisory Representative and establish a brokerage account (“Program Account”) on a fully disclosed basis with a broker- dealer subsidiary of Osaic Holdings, Inc. (“Broker-Dealer”). The Broker-Dealer is a Related Person to us and there are conflicts of interest that are further described herein and/or within the Form ADV 2A of your Advisor. We have a master agreement with Envestnet Asset Management (“Envestnet”), which in turn has a separate agreement with each of the investment managers in the Program (“Third-Party Money Managers”). Certain investment managers available in the Program that provide asset allocation services in mutual funds and exchange traded funds (“ETFs”) have agreements directly with us (“Strategists”). Together the Third-Party Money Managers, and Strategists are referred to as “Investment Managers”. One or more Investment Managers have associated persons who are affiliated with the Broker- Dealer Related Person to us. In those instances, neither the Firm nor the Broker-Dealer Related Person earns additional compensation. When your Advisory Representative is one of these associated persons of the Investment Manager, it will be disclosed to you in the Advisor’s Form ADV 2A. Advisory Services After you discuss your financial goals and objectives with your Advisory Representative, your Advisor will recommend an asset allocation model consisting of various asset classes such as equities, fixed income, cash and equivalents, or alternative investments. Your Advisory Representative selects appropriate Investment Managers and Funds to fulfil your asset allocation model consisting of: Form ADV WRAP Appendix 4 © Osaic Institutions, Inc.   Investment strategies created by Investment Managers and/or your Advisory Representative that generally consist of a selection of mutual funds, exchange traded products, equities, and bonds;  Mutual funds and ETFs (“Funds”); or  A combination of the preceding bundled together in an investment asset allocation model (individually or collectively, “Program Investments”). Your Advisory Representative will recommend Program Investments suitable for you. Suitability will be determined through your responses to a risk tolerance questionnaire (“Questionnaire”) and/or discussion between you and your Advisory Representative regarding among other things, investment objective, risk tolerance, investment time horizon, Program Account restrictions, and overall financial situation. You can place reasonable restrictions on the investments held within your Program Account. Such restrictions can cause;  a divergence in account performance from the Asset Allocation Model originally presented to you;  a delay in the reporting of account performance, and  a delay in the rebalancing of the portfolio funds within your account. We make no representations regarding the future performance of any Program Investments. As always, past performance is not a guarantee of future results. There can be no assurance that any of your investment goals will be met or that the net return on an investment in a portfolio of Program Investments will exceed what could have been obtained through other investment or savings strategies. An initial minimum balance of $5,500 is required to open an account in the Program. All Program Investments (including the investments of Investment Managers) will be held by your Advisor’s clearing firm, Pershing, LLC or National Financial Services, LLC (collectively, “Custodian”), to effect transactions for your Program account. We, through a sub-agreement with Envestnet Asset Management, Inc. (“Envestnet”) will:  provide you and your Advisory Representative with Program Investment research,  suggest asset allocation models and specific Program Investments to place within the recommended asset allocation models,  generate, on a quarterly basis, a report outlining your Program Investment performance,  calculate the monthly or quarterly advisory fee and instruct the Custodian to withdraw the fee from your Program Account,  provide a web site and associated technology to assist you and your Advisory Representative with the selection of Program Investments and generation of the Investment Strategy Proposal and other associated documents,  direct the investment, reinvestment and periodic rebalancing of Program Investments in the Program Account, in accordance with the information and instructions provided by you and your Advisory Representative and  provide overlay account management to UMA Accounts to coordinate trading activity, rebalancing, and optional tax management and socially responsible services. Program Types Program Investments are managed in one or a series of Separately Managed Accounts, Model Portfolio Accounts, Unified Managed Accounts or Strategist UMA as further described below. All program types are discretionary types of accounts, which means we, your Advisory Representative, the Investment Manager, and/or Envestnet, can make allocation changes, or trades without your prior approval. We, or your Advisory Representative, can change your asset allocation model, Investment Managers, or program account type without your prior approval based on your financial goals and investment objectives. All investment recommendations are made on a discretionary basis. Form ADV WRAP Appendix 5 © Osaic Institutions, Inc.  Separately Managed Account (“SMA”) An SMA consists of a portfolio of assets managed by a professional investment firm and offers direct ownership of securities. An SMA can contain one or more Investment Managers with each investing according to a specific strategy. In an SMA each Investment Manager strategy is assigned to their own custodial account. The SMA may also contain mutual funds and exchange- traded funds, generally used to compliment the Investment Managers strategies employed within the SMA. Model Portfolios Account (“MPA”) The MPA, also known as the Model Portfolios, or simply Model Portfolios is a professionally managed mutual fund and exchange- traded fund asset allocation portfolio. An MPA can contain one or more Investment Managers with each investing according to a specific strategy. The Investment Manager is responsible for selecting the mutual funds and/or ETFs within a portfolio and for making changes to the funds selected. Each Investment Manager strategy is assigned to their own custodial account. Investment Managers in the MPA offers both Strategists directly contracted through us and Third-Party Money Managers contracted through Envestnet. Unified Managed Account (“UMA”) A UMA is comprised of similar investment options offered in an SMA and MPA, in addition to investment strategies created by your Advisory Representative. Unlike the SMA and MPA, all Investment Manager strategies, Funds and other Program Investments are held in a single custodial account. Based on your financial goals and investment objectives, your Advisory Representative, at his or her discretion, creates an asset allocation model. Your asset allocation model is assigned investment strategies created and managed by Investment Managers, your Advisory Representative, or Funds. Overlay management is provided to coordinate the trading activities of UMA Investment Managers, rebalancing, and optional tax management and socially responsible services. Strategist UMA (“SUMA”) A SUMA is an account comprised of similar investment options offered in a UMA, but unlike the UMA, all investments are selected by one Investment Manager (“SUMA Manager”) instead of your Advisory Representative. Based on your financial goals and investment objectives, your Advisory Representative, at his or her discretion, selects a SUMA Manager. SUMA Managers will create portfolios that are made up of predominately SMAs, however the SUMA Manager can also include other mutual funds, ETFs or Investment Managers in the portfolio. The SUMA Manager is responsible for selecting the Program Investments within a portfolio and for making changes to the account at their discretion. Overlay management is provided to coordinate the trading activities of SUMA Managers, rebalancing, and optional tax management and socially responsible services. Private Wealth Consulting You can elect to apply private wealth consulting to your SUMA Program Account. Private wealth consulting provides your Advisory Representative with a fully outsourced portfolio design and implementation assistance for large client accounts (greater than $1 million in household assets). Investment Managers will provide the initial custom case consulting services along with ongoing investment management responsibilities such as email communication summary of an investment manager change rationale based on the Investment Manager’s research. You may also elect to leverage the outsourced consulting service portfolio overlay feature which provides for additional customization support under private wealth consulting. Trading You grant discretion to us, your Advisory Representative, the Investment Manager, and/or Envestnet to purchase and sell securities without your prior consent according to your stated investment objectives. We utilize Envestnet, an independent investment adviser, to execute the transactions on your behalf. Envestnet will use discretionary authority to execute securities transactions that are recommended by the Investment Managers. Envestnet acts to coordinate UMA trading activity including whether and how to implement trading instructions received from Investment Managers and/or your Advisory Representative. Your Advisory Representative does not exercise investment discretion over your assets allocated to Investment Managers. Form ADV WRAP Appendix 6 © Osaic Institutions, Inc.  Best Execution In placing orders for purchase and sale of securities and directing brokers to effect these transactions, Envestnet seeks to obtain prompt execution of orders at the most favorable conditions. In doing so, Envestnet considers a number of factors, including, without limitation, the overall direct net economic result to the Client, the financial strength, reputation and stability of the broker, the efficiency with which the transaction is effected, the ability to effect the transaction at all, the availability of the broker to stand ready to execute possibly difficult transactions in the future and other factors involved in the receipt of brokerage services. In general, Envestnet routes trades directly to Pershing or NFS (as applicable). “Step-out” Trades Occasionally, in order to obtain best execution and minimize market impact, certain thinly traded securities, illiquid or ETF trades, for example, can be “stepped-out” in order to gain best execution and minimize market impact. In some instances, stepped-out trades are executed by the other firm without any additional commission or markup or markdown, but in other instances, the executing firm will impose a commission or a markup or markdown on the trade. If trades are placed with a firm that imposes a commission or equivalent fee on the trade, including a commission that is imbedded in the price of the security, the client will incur trading costs in addition to the fee you pay your Advisory Representative. It is important to know that you may pay a commission in addition to your advisory fee for those stepped-out trades. Envestnet has procedures in place to monitor these transactions. Envestnet’s Best Execution Committee meets quarterly to review the results of the documented monitoring conducted during the quarter. We periodically review Envestnet’s procedures and results may rely on a third- party review as well. Transaction Aggregation Envestnet may aggregate transactions in the same security on behalf of more than one client to facilitate best execution and to possibly reduce the price per share and other costs. Envestnet effects the aggregated transactions in a manner designed to ensure that no participating client is favored over any other client. With respect to the aggregated order, you will participate at the average share price for all of the Envestnet transactions in that security on that business day. When possible, securities bought or sold in an aggregated transaction are allocated pro-rata to the participating Client’s accounts in proportion to the size of the orders placed for each account. When Envestnet is unable to fully execute an aggregated order, Envestnet will allocate such transactions on a pro-rata basis or in a manner Envestnet determines in good faith to be a fair and equitable allocation. Tax Management You can elect to have the following tax-management services added to your Program Account.  Tax Sensitive Overlay: Using predefined parameters, this service employs a rebalancing process that utilizes tax- aware portfolio management techniques that seek to better maximize expected after-tax returns on a risk-adjusted basis.  Tax Management Service: Using more customizable parameters, this service seeks to control or customize the realization of large unrealized gains embedded in a Program Account. Employing either of the above referenced services may:  Limit the universe of Program Investments available for Program Account investment.  Cause a divergence in Program Account performance if such services were not selected.  Limit performance reporting capabilities. SRI Screens You can elect to apply a Socially Responsible Investing Screen (“SRI Screen”) to your Program Account. The screen is designed to restrict the Program Account from purchasing Program Investments of companies associated with certain industries such as Tobacco, Firearms and Gaming. Form ADV WRAP Appendix 7 © Osaic Institutions, Inc.  Employing an SRI Screen limits the universe of Program Investments available for Program Account investment and cause a divergence in Program Account performance if such screens were not selected. Program Costs You will be charged an annual fee based upon the value of the Program assets you have under management which covers management, administrative and transaction costs (“Account Fee” or “Wrap Fee”). Depending upon the level of the Account Fee, the amount of portfolio activity in your Account, the value of custodial and other services provided under the Program and other factors, the Wrap Fee may or may not exceed the aggregate cost of such services if they were to be provided to you separately. Your Account Fee will bill monthly or quarterly, in advance, based upon the market value of the Program assets as of the last business day of the preceding calendar month or quarter. Monthly or quarterly Account Fees are determined by prorating the applicable rate in the annual Account Fee schedule for the number of calendar days for each month or quarter. The initial Account Fee schedule is illustrated in the Statement of Investment Selection (“SIS”). In the event that additions to, or withdrawals from, the account are made in excess of $10,000 during any given month or quarter, the Account Fee will be adjusted on a pro-rata basis to the account from which the charge was debited, based on the market value of the assets at such time to reflect the addition or withdrawal. Adjustments are calculated as follows:  As of the date a withdrawal of $10,000 or more, fees paid in advance on the withdrawn amount for the remaining calendar days in the month or quarter will be refunded (“Prior Fees Paid”).   As of the date of the addition of $10,000 or more, fees will be recalculated on the additional amount for the remaining number  of calendar days in the month or quarter (“Recalculated Fees”).  The applicable rate for the Recalculated Fees or Prior Fees Paid will be determined based on the market value of the assets as of the date of the addition or withdrawal as applied to the Tiered and Linear method described below. If you were to add assets and separately withdraw assets during the same monthly or quarterly billing period, the rate applied to your Recalculated Fees versus Prior Fees Paid may be different.  The net difference of the Recalculated Fees and the Prior Fees Paid, if there are multiple such events in the same billing period, will be combined at the next billing period and therefore may result in a credit or debit to the account. Schedule of Account Fees The Account Fee is composed of two components, the “Program Fee” and the “Advisory Fee.” The rates charged for these components are determined based several factors described in more detail below, including but not limited to Investment Manager selected, the size of your account, services provided, and the Advisory Fee negotiated. The annual Account Fee schedule applied to your account will not exceed 2.75% of Program Assets. Please note, certain accounts amended into the Program can be under different fee schedules where the maximum total Account Fee paid by you could be higher. The Account Fee charged in any given month or quarter will be reflected in the account statements sent to you. The Account Fee charged in any given month or quarter will be reflected in the account statements sent to client. In addition, clients can request a fee statement from the Advisory Representative at any time which will reflect the amount of the monthly or quarterly Account Fee and the asset-based fee rate applied. Advisory Fees Subject to the maximum Account Fee limitations, each Advisory Representative:  Negotiates with clients their own Advisory Fee schedule, and Form ADV WRAP Appendix 8 © Osaic Institutions, Inc.   determines on a client by client basis the Accounts that will be included in the same “household” for purposes of calculating the Account Fee. Advisory Fees and terms are negotiated on a case-by-case basis, depending on a variety of factors, including the nature and complexity of the particular service, the requirements of your particular Advisory Representative, your relationship with your Advisory Representative, the size of the Account, the amount of work anticipated and the attention needed to manage the Account, among other factors. The maximum Advisory Fee for the Program is 2.25% of the market value of the Program assets. The Advisory Fee is primarily paid to your Advisory Representative for services provided on behalf of the Advisor as outlined above. Your Advisory Representative’s supervisor and associated Broker-Dealer typically also receive a small portion of the Advisory Fee for supervisory and administrative services. Please note, certain accounts amended into the Program can be under different fee schedules where the maximum total Advisory Fee paid by you could be higher. The Account Fee charged in any given month or quarter will be reflected in the account statements sent to you. Program Fees Program fees are those that we, each Investment Manager charge you for investment advisory services. Portions of the Program Fee are remitted to: Investment Managers, for investment management services,   Envestnet, for services provided through sub-agreement with us as referenced above and  the Custodian, for execution of transactions with respect to assets and custodial services The remainder of the Program Fee is retained by us or our Related Persons. Subsequent to initial Client approval of the account asset allocation and the Investment Managers, Funds and ETFs that will be contained within each asset allocation sleeve, the asset allocation for the Program Account may be adjusted by the Advisory Representative within predetermined limits. Since the Advisory Fee remains constant, to the extent that Investment Managers represent more or less of the assets in the client Program Account, the Program Fee rate and ensuing Account Fee rate can increase or decrease each quarter depending on total account value and the fee rates charged by the Investment Managers in the Program Account. The Program Fee is a made up of: the fee charged by the Investment Manager,   Envestnet, custodian and related party fees and, if selected,  overlay and tax management fees. The cost of each of these fees is described below. 1. Different Investment Managers charge different fee rates for the provision of their investment management services to the Program. The fee earned by Investment Managers range from 0% to 1.4% per year. To the extent that Investment Managers are added or removed in any given quarter from a client’s Program Account, the Investment Manager Fee and, as a result, the Program Fee can increase or decrease depending on the fee rate charged by the Investment Manager. Investment Manager Fees are waived for an Investment Manager that is an affiliate of the Firm. If private wealth consulting is utilized, there is an additional up to 10 basis points (.10%) added to your Program Fee if you elect the outsourced consulting service portfolio overlay feature. In addition, the Investment Manager providing the custom case design will also charge a fee, up to an additional up to 15 basis points (.15%) beyond the fees already discussed above. Please note that Ladenburg Thalmann Asset Management, Inc. (“LTAM”) is an SEC registered investment adviser affiliated with Osaic Institutions, Inc. LTAM offers the Ladenburg Funds (i.e., Ladenburg Income Fund, Ladenburg Income & Growth Fund, Ladenburg Growth & Income Fund, Ladenburg Growth and Ladenburg Aggressive Growth), as well as the Total Portfolio Series funds (Collective Investment Trusts) established for retirement plans. Our Advisory Representative can recommend clients invest in these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through Ladenburg Thalmann & Co, Inc. (a registered broker/dealer affiliated with Osaic Institutions, Inc. which receives no commissions when executing trades on behalf of the Funds. Form ADV WRAP Appendix 9 © Osaic Institutions, Inc.  2. Envestnet, Custodian and Related Party Fees can range up to 32 basis points (.32%). Depending on the aggregated total Account Fee billings of all clients maintained by an Advisory Representative in the Program, we or our Related Persons provide the Advisory Representative Program discounts (the discount can be a partial or full reduction of the fees retained by us and our Related Persons). An Advisory Representative’s compensation will increase or decrease by the amount of the discount received, but your Account Fee and cost will remain unchanged. Assets invested in mutual funds that are advised by an affiliate of the Firm1, will be excluded from the Envestnet, Custodian, and Related Party Fees. 3. An additional 8 basis points (.08%) will be added to your UMA Program Fee if you elect the Tax Management Overlay or Tax Management Service or you employ the use of an SRI screen. Methods of Calculating Account Fees Your Account Fee calculation method is billed using either the “Tiered” or “Linear” method. The SIS will disclose the applicable method applied to your Program Account. To illustrate, please refer to the sample billing schedule below: Total Program Account Value: Program Account Fee: $0 – $249,999 X% $250,000 – $499,999 Y% Under the Tiered billing method, a Total Program Account Value of $400,000 the first $249,999 would be billed at X% with the remaining $150,001 to be billed at Y%. Under the Linear billing method, a Total Program Account Value of $400,000 would be billed at Y%. For clients who receive mail delivery of account statements, trade confirmations, prospectuses and other account notices, a Paper Surcharge Fee of $4.50 will be charged per quarter, per account, in arrears at the end of the quarter. You can eliminate this fee by signing up for electronic delivery by contacting your Advisory Representative or going to equipt.osaic.com. The fee schedule can be found at osaic.com/disclosures. The Paper Surcharge Fee applies to both Wrap Fee and Non-Wrap Fee accounts. In cases where your Advisory Representative pays the above fee, there is an incentive for your Advisory Representative to trade less often or to recommend different products to avoid the fee. Our policy and procedures are designed to ensure our Related Persons make recommendations to you that are in your best interest. Furthermore, to mitigate this conflict, you can sign up for electronic delivery Negotiation of Account Fees General Information Concerning Fees and Other Client Charges You will bear a proportionate share of the fees and expenses of any Funds selected and for money market funds used as “sweep vehicles” for uninvested cash balances. These fees and expenses may include investment advisory, administrative, distribution, transfer agent, custodial, legal, audit and other customary fees and expenses related to investment in Funds and are in addition to the Account Fee. Please read the prospectuses of the funds selected for a more complete explanation of these fees and expenses. You have the option to purchase shares of mutual funds outside of the Program directly from the mutual fund issuer, its principal underwriter or a distributor without purchasing the services of the Program or paying the Account Fee on such shares (but subject to any applicable sales charges). Certain mutual funds are offered to the public without a sales charge.In the case of mutual funds offered with a sales charge, the prevailing sales charge is determined by the mutual fund (as described in the mutual fund prospectus) and may be more or less than the Account Fee. Form ADV WRAP Appendix Additionally, you will bear a proportionate share of any fees and expenses associated with American Depository Receipts (ADRs)2, Global Depository Receipts (GDRs)3 and Real Estate Investment Trusts (REITs)4 in which your assets are invested and in some cases, where applicable, also bear any fees and expenses associated with converting non-US securities into ADRs or GDRs. There is a $35.00 annual fee charged for registered daily NAV REITs and alternative investments. “ADRs” are receipts issued by a US bank or trust company that evidence ownership of non-US securities and © Osaic Institutions, Inc. 10  are traded on a US exchange or in the over-the-counter market. “GDRs” are receipts issued generally by a non-US bank or trust company that evidence ownership of non-US securities. “REITs” are corporations or business trusts whose shares are usually traded publicly, investing primarily in income producing real estate and/or real estate related loans or mortgages. Certain mutual funds assess 12b-1 distribution fees as described in each mutual fund’s prospectus. The 12b-1 fees received by us or our broker- dealer affiliates will be credited to the client. There are additional fees relating to IRA and Qualified Retirement Plan accounts that you normally incur such as maintenance and termination fees. You will find these fees disclosed in the account application paperwork provided to you associated with these accounts. Accordingly, you should review the Account Fee and the other fees outlined above to fully understand the total amount of fees you pay. Depending upon the level of the Account Fee, your Advisory Representative can receive more compensation:  As a result of your participation in the Program than if you participate in other programs that your Advisory Representative offers.  as a result of charging you the Account Fee which wraps management and transaction costs into one fee rather than having you pay for management and transaction costs separately. As such, your Advisory Representative could have a financial incentive to recommend the Program to you over other programs or services. You or your Advisory Representatives may purchase or transfer certain securities products outside of an advisory account, but which are held in the client’s advisory account. Though these assets are not subject to the advisory account fee, you should be aware that the purchases are subject to commissions or loads which are earned by the Advisory Representative. Securities Backed Line of Credit (SBLOC)/ Non-Purpose Loans Osaic Institutions receives Third-Party compensation from participant banks and clearing brokers based on a markup on the interest in amounts of up to 175 basis points (1.75%) charged on the amount of the outstanding loans. The compensation varies depending on the participant bank or clearing broker that you select to provide your loan. This compensation is a conflict of interest because Osaic Institutions has a financial incentive for the client to select a lender that pays compensation to Osaic Institutions over one that does not, and an incentive for the client to maintain outstanding loans through the program. However, Osaic Institutions does not share this compensation with its Advisory Representatives. Osaic Institutions and its Advisory Representatives interests in continuing to receive investment advisory fees is an incentive to recommend that clients borrow money rather than liquidating some of their assets managed by Osaic Institutions, when it could be in a client’s best interest to sell such assets instead of using them as collateral for a loan. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest and in conjunction with the lack of compensation to your Advisory Representative, believes this mitigates any conflict to Osaic Institutions. Sweep programs As described above, accounts custodied at the Custodians will be eligible for the Sweep Program. In connection with the Sweep Program, the custodian automatically transfers free credit balances in the client’s account to a deposit account at one or more banks whose deposits are insured by the Federal Deposit Insurance Corporation (the Bank Deposit Sweep Program (“BDSP”) or the Insured Cash Account Program (“ICAP”) or, in limited cases, to a money market mutual fund product (the “Money Market Mutual Fund Program”). These programs are described below. 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 earn interest that is compounded daily and credited to the client’s 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 Form ADV WRAP Appendix 11 © Osaic Institutions, Inc.  leap year) of the posted interest rate. Bank Deposit Sweep Program - BDSP Osaic Institutions has established deposit levels or tiers which ordinarily pay different rates of interest on different deposit balances; accounts with higher deposit balances may receive higher rates of interest than those with lower balances. The amount of interest the client receives on deposit accounts will be determined by the amount of interest paid by the Program Banks, minus the amount of fees charged by the Custodians, Osaic Institutions, and other service providers. Interest rates paid on the deposit accounts may be higher or lower than interest rates available to depositors making deposits directly with Program Banks or with other depository institutions in comparable accounts. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Insured Cash Account Program - ICAP Osaic Institutions will receive a monthly per-account fee for services it provides in connection with maintaining and administering the Sweep Program for IRA accounts held in an advisory/ fee-based office range (the “Sweep Account Fee”). The Sweep Account Fee is not based on the amount of assets in the FDIC Program or in your Program Account, and it does not depend on or vary with (and is not affected by) the actual amounts held in the deposit accounts or the client’s program account. The Sweep Account Fee will reduce the interest the client is paid on the amount of assets in the program account. The Sweep Account Fee will generally be paid by the Program Banks on the program account’s behalf; however, the Sweep Account Fee or a portion thereof may be deducted directly from the program account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In a low interest rate environment, Osaic Institutions at its discretion may decide to waive (that is, to not collect) all or a portion of the Sweep Account Fee paid by the Program Banks. Waiving all or a portion of the Sweep Account Fee will reduce the impact of the Sweep Account Fee on the interest the client receives. Under this Program, Osaic Institutions will receive a fee from the Program Banks in connection with the deposit accounts. The fee received may differ among each Program Bank. The client will have no rights to the amounts paid by the Program Banks, except for interest actually credited to the client’s account. The amount of fees received by the Custodians, Osaic Institutions, and any other service provider reduces the interest the client receives on his or her deposit account(s). Money market mutual funds - Pershing Free credit balances in the following Program Account types custodied at Pershing will be automatically swept into the Federated Hermes Government Reserves Fund (GRFXX), which is managed by Federated Hermes Investors (“Federated Hermes”):  All ERISA Title 1 account types, including Profit Sharing Plans, 401(k), Roth 401(k), Simple 401(k), Individual 401(k), qualified deferred compensation plans, defined benefit plans, target benefit plans, and money purchase pension plans 403(b)(7) accounts   Keogh plans The Federated Hermes Government Reserves Fund is a money market mutual fund and seeks to maintain a stable share price of $1.00. The Fund invests primarily in a portfolio of short-term U.S. Treasury and government securities. These investments include repurchase agreements collateralized fully by U.S. Treasury and government securities. The Fund uses repurchase agreements to provide a liquidity base for the portfolio and a potential yield advantage relative to other short-term securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Osaic Institutions does not receive any compensation from the Federated Hermes Government Reserves Fund. For additional information about the Sweep Program for accounts custodied at Pershing, please visit our website located at osaic.com/disclosures. Material conflicts of interest Form ADV WRAP Appendix Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to Osaic Institutions, a conflict of interest exists. A conflict of interest also arises because we earn more compensation from cash balances being swept to or maintained in the Sweep Program than if you purchase other 12 © Osaic Institutions, Inc.  investment funds or securities. The more client deposits held in BDSP, and the longer such deposits are held, the greater the compensation we, our clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation we receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that we earn two layers of fees on the same cash balances in client advisory accounts with us. If we did not receive such compensation, which is in addition to advisory, transaction, servicing and other fees and compensation related to Program Accounts, such client fees (including advisory fees) would generally be higher. In addition, a conflict of interest arises as a result of the financial incentive for the Firm to recommend and offer a Sweep Program over which they have control of certain functions. Osaic Institutions has 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 Osaic Institutions. The Advisory Representative who makes investment recommendations for your Program Account does not receive any compensation from these payments or based on the selection of the sweep vehicle. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest. For more information about this service and benefits that we receive in connection with such deposits, please refer to the Sweep Program terms and conditions document, which you can request from your Advisory Representative. Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP. Distribution Assistance For additional information on such distribution assistance, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures or you may refer to the Fund’s prospectus or your Advisory Representative for additional information related to such fees. In an effort to maintain a positive yield to a customer, a fund company may reduce or waive a portion or all of its internal management and/or distribution fees. Please consult the Fund’s prospectus, or your Advisory Representative, for additional information on such fee waivers. Section 31 SEC Transaction Fee In accordance with Section 31 of the Securities Exchange Act of 1934, self-regulatory organizations (SROs) — such as the Financial Industry Regulatory Authority (FINRA) and all of the national securities exchanges — must pay transaction fees to the Securities and Exchange Commission (SEC) based on the volume of securities that are sold on their markets (“Section 31 SEC Transaction Fee’). The Section 31 SEC Transaction Fee is designed to recover the costs incurred by the government, including the SEC, for supervising and regulating the securities markets and securities professionals. The SROs have adopted rules that require their broker-dealer members to pay a share of these fees. Broker-dealers, in turn, impose fees on their customers that provide the funds to pay the fees owed to their SROs. Section 31 SEC Transaction Fees imposed on your Program Account are calculated as number of shares multiplied by price per share multiplied by a specified rate set by the SEC; a small fraction of a cent that will fluctuate periodically. The applicable fee will appear on your trade confirmation. To find the current rate for Section 31 transaction fees, please visit the Division of Market Regulation’s Frequently Requested Documents webpage and click on the most recent Fee Rate Advisory under “Section 31 Fees.” Neither the Firm, nor your Advisory Representative receive any portion of the Section 31 SEC Transaction Fee. Form ADV WRAP Appendix 13 © Osaic Institutions, Inc.  Item 5: Account Requirements and Types of Clients Types of Clients The Program is available to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations, banks as well as other business entities. Minimum Account Size The minimum account size for Program Accounts is disclosed above in Item 4. In certain scenarios, the minimum may be waived. This includes but is not limited to instances where the client intends to bring in additional assets or the account depreciates. Item 6: Portfolio Manager Selection and Evaluation All Investment Managers are subject to a due diligence process which includes annual reviews designed to determine if a manager meets a sufficient level of quality and stability through their policies and practices. Investment Managers are evaluated using a variety of data and information from one or more resources, which include: public or private independent databases, responses to periodic due diligence questionnaires, quantitative and qualitative information, research, performance reports, and other pertinent information concerning the manager. While all Investment Managers are subject to a due diligence process, your Advisory Representative is responsible for determining whether any particular Fund or investment strategy is appropriate and suitable for use by you. We select Strategists and perform periodic due diligence and reviews to ensure they are suitable for the Program. We select Third-Party Money Managers for participation in the Program from a list provided by Envestnet. The Third-Party Money Managers in the Program selected from the Envestnet list are considered “approved” or “available,” depending on the level of due diligence performed. An explanation of how your Advisory Representative selects an Investment Manager can be found in Item 4 of this brochure under Advisory Services. If your situation changes and your Advisory Representative determines that a particular selected Investment Manager is not managing your portfolio in a manner consistent with your current goals and investment objectives, your Advisory Representative may recommend a different Investment Manager to re-align with your current stated goals and objectives. On an ongoing basis, Envestnet reviews Third-Party Money Managers participating in the Program to determine whether they continue to meet Envestnet’s guidelines and evaluation criteria. If Envestnet detects relevant information at any time (including qualification and/or performance concerns), we will generally follow Envestnet’s recommendation as to whether to continue to include the Third-Party Money Manager as an investment suitable for the Program or add a Third-Party Money Manager to the Program. We receive research, performance information and other information from Envestnet about Third-Party Money Managers but do not independently verify or guarantee the accuracy or validity of this information received from Envestnet, or any other source. Further, there is a chance the performance information that we receive from Envestnet may not be calculated on a uniform or consistent basis. For approved Third-Party Money Managers, Envestnet employs a multi-phase approach in its evaluation (“Due Diligence”). As part of the Due Diligence, certain types of information are analyzed, including historical performance, investment philosophy, investment style, historical volatility and correlation across asset classes. Also reviewed are the Third-Party Money Manager’s Form ADV Part 2 disclosure events, as well as portfolio holdings reports that help demonstrate the Third- Party Money Manager’s securities selection process and the prospectuses of the Funds. Certain Investment Managers may be added as an accommodation in certain limited circumstances, e.g., clients who wish to join the Program and want to retain previously hired managers not on our list. Your Advisory Representative has the sole responsibility for assisting you in the selection of Investment Managers suitable for your investment objectives. In addition to Third-Party Money Managers and Strategists, your Advisory Representative may elect to act as portfolio manager for all or part your Program Investments in a UMA. In these cases, Advisory Representative compensation is derived solely from the Advisory Fees described in the aforementioned Schedule of Account fees section of Item 4. Form ADV WRAP Appendix 14 © Osaic Institutions, Inc.  Advisory Representatives do not receive separate Investment Manager fees when acting as portfolio manager. Advisory Representatives are selected by their Firms based on various criteria including experience and are not subject to the same selection and review as Investment Managers. You should refer to the relevant Form ADV of the Firm with which your Advisory Representative is associated. Neither we nor your Advisory Representative make any representations regarding the future performance of any investment strategy of, or security recommended by, any Investment Manager participating in the Program. As always, past performance is not a guarantee of future results. Item 7: Client Information Provided to Portfolio Managers We share your personal identification, account and holdings data with Envestnet, and we or Envestnet will share this information with the Investment Managers as needed. We also share this information with your Advisory Representative. Your Advisory Representative provides us with access to the following client related information:  account opening documents (which include, among other things, your investment objective, risk tolerance and any account restrictions you imposed on management of assets);  your investment guidelines (if applicable); and reports relating to the performance of your account.  A copy of the Firm’s privacy notice is available in the disclosure section of our affiliated broker/dealers website: https://osaic.com/disclosures. Item 8: Client Contact with Portfolio Managers Client-Advisor Relationship You are encouraged to contact your Advisory Representative with respect to any changes regarding your investment objectives, risk tolerance and requested restrictions with respect to management of your Program Investments. You should direct any questions that you have regarding the Program to your Advisory Representative. Item 9: Additional Information Disciplinary Information We are required to disclose in Item 9 information about legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. In March of 2019, Osaic Institutions consented to an order by the Securities and Exchange Commission (“SEC”) in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Pursuant to the Initiative, Osaic Institutions self-reported to the SEC that it failed to adequately disclose conflicts of interest related to the sale of higher cost mutual fund share classes when lower cost share classes were available. Specifically, the SEC order found that Osaic Institutions placed clients in mutual fund share classes that charged 12b-1 fees when lower cost share classes may have been available. Pursuant to the order, Osaic Institutions agreed to a cease and desist, a censure, and to repay to clients all improperly disclosed fees along with prejudgment interest in the aggregate amount of $978,698.85. Osaic Institutions also agreed to undertake a review and to correct all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees. Lastly, Osaic Institutions agreed to evaluate whether existing clients should be moved to an available lower cost share and to move clients as necessary. Consistent with the terms of the Initiative, the SEC did not impose penalties against Osaic Institutions. In July of 2018, Osaic Institutions entered into a consent order with the Massachusetts Securities Division in connection with its supervision of certain brokerage products and transactions in the Commonwealth of Massachusetts. Without admitting or denying the findings, Osaic Institutions consented to a censure, fine of $125,000, restitution of $59,409.40 to Form ADV WRAP Appendix 15 © Osaic Institutions, Inc.  client accounts, and the engagement of a consultant to review Osaic Institutions’ policies and procedures. Osaic Institutions, as a broker-dealer, is a member of the Financial Industry Regulatory Authority (“FINRA”). In October of 2015, Osaic Institutions entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain unit investment trusts (“UITs”). The findings were related to Osaic Institutions’ failure to apply brokerage sales charge discounts to certain customers’ eligible purchases of UITs. The findings stated that Osaic Institutions failed to establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible UIT purchases. Without admitting or denying the findings, Osaic Institutions consented to a censure and fine of $150,000 and restitution of $109,627.84 to client accounts. In April of 2014, Osaic Institutions entered into an AWC with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain non-traditional exchange traded funds. Without admitting or denying the findings, Osaic Institutions agreed to a censure and a fine of $75,000. In addition, Osaic Institutions agreed to pay restitution to customers who lost money in these transactions in the amount of approximately $287,000. Other Financial Industry Activities and Affiliations Advisors that offer the Program may be “Related Persons” to us. Your Advisory Representative could provide advisory services through an Advisor that is an independent investment advisory firm and unaffiliated with us. Your Advisory Representative could provide advisory services through an Advisor that is an independent investment advisory firm and unaffiliated with us. You should see the ADV Part 2A of your Advisor that will be provided to you for information regarding any of their other financial industry affiliations and for any associated conflicts of interest. Code of ethics and personal trading Osaic Institutions has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits Osaic Institutions employees and IARs to invest for their own personal accounts in the same securities that Osaic Institutions and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. Osaic Institutions addresses this conflict of interest by requiring in its code of ethics that Osaic Institutions employees and IARs report certain personal securities transactions and holdings to Osaic Institutions. Osaic Institutions has procedures to review personal trading accounts for front running. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request. If the client desires instead to purchase securities in a brokerage account through IAR acting as a registered representative of Osaic Institutions, Osaic Institutions and IAR will receive brokerage-related compensation for those services, such as commissions and/or trail fees. Osaic Institutions provides information regarding such brokerage compensation at the time of a brokerage transaction and also on its website at osaic.com. When considering whether to implement recommendations received pursuant to a financial plan or consulting services through the IAR and Osaic Institutions, clients should discuss with the IAR how Osaic Institutions and IAR will be compensated for any recommendations in the plan. It is important to note that clients are under no obligation to implement recommendations received pursuant to a financial plan or consulting services through Osaic Institutions. Clients should understand that the investment products, securities and services that an IAR recommends as part of financial planning and consulting services are available to be purchased through broker-dealers, investment advisers or other investment firms not affiliated with Osaic Institutions. A portion of the fee to the IAR may be paid by the IAR to his or her Osaic Institutions branch manager or another Osaic Institutions representative for supervision or administrative support. There is a conflict of interest when a branch manager receives a portion of this fee for supervision because the fee affects his or her ability to provide objective supervision of the IAR. Review of accounts Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by the Client’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional Form ADV WRAP Appendix 16 © Osaic Institutions, Inc.  statement during any month in which a transaction occurs. Osaic Institutions may also send periodic or other event-inspired reports based on market or portfolio activity. Reports will generally be provided in electronic format. Osaic Institutions has entered into agreements with various Subscribing Institutions, pursuant to which the IARs may solicit applications from, negotiate with, and sell or offer investment services and products to customers of the Subscribing Institutions during the term of the agreement. Employees of the Subscribing Institutions may refer customers to Osaic Institutions and the Subscribing Institutions may pay them a referral fee under the guidelines of SEC Regulation R. The investment services and products marketed to the customers of Subscribing Institutions are offered and sold exclusively by IARs contracted by Osaic Institutions, who are licensed with the appropriate regulatory authorities pursuant to the applicable state and federal insurance and securities laws and regulations. The Subscribing Institution is compensated by Osaic Institutions in connection with the sales of all securities, insurance products and advisory fees. This referral compensation varies, but in situations where the financial professional is employed by the financial institution, the financial institution typically receives 80% to 95% of the investment advisory fees earned on such services. This range is lower in situations where the financial professional is not an employee of the financial institution, typically between 20% and 50% of the advisory fees. This referral arrangement does not result in any increase in the fees you pay to Osaic Institutions. The financial institution is paid directly by Osaic Institutions for the referral. The Subscribing Institution then shares a portion of the compensation with the IAR. The Subscribing Institution establishes the compensation plan for the IAR, which is subject to approval by Osaic Institutions. The compensation plan determines how the IAR’s compensation is structured and the amount of compensation the IAR will receive. IARs have a financial incentive to recommend a particular service or product if under the compensation plan the recommended product will result in more compensation to the IAR than another product or service, including advisory versus brokerage services. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client. In addition, Osaic Institutions provides other forms of compensation to Subscribing Institutions, such as bonuses, awards or other things of value offered by Osaic Institutions to the institution. In particular, Osaic Institutions pays financial institutions in different ways, including payments based on production, payments in the form of repayable or forgivable loans, payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions, advances of advisory fees, or attendance at Osaic Institutions’ national conference or top producer forums and events. Osaic Institutions pays this compensation based on overall business production and/or on the amount of assets serviced in Osaic Institutions advisory programs. Subscribing Institutions are also eligible to receive compensation from Osaic Institutions in order to assist with offsetting time and expense in coordinating transfers of client accounts from third-party investment platforms to Osaic Institutions’ platform. As a result, the Subscribing Institution and IAR have a conflict on interest and financial incentive for the IAR to recommend the program account and services that will result in the greatest compensation to the Subscribing Institution and the IAR. If Osaic Institutions makes a loan to a new or existing Subscribing Institution, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise an IAR at that Subscribing Institution. In addition, Subscribing Institution employees who are not associated with Osaic Institutions often refer prospective customers to IARs working in the Subscribing Institution. These employees frequently receive a nominal referral fee from the Subscribing Institution (typically up to $25) as compensation for each referral. Clients placed with Third Party Asset Managers (“TPAM”) to which Osaic Institutions solicits on behalf of will be billed in accordance with that TPAM’s fee schedule, which will be disclosed to the Client prior to signing an agreement. When referring Clients to a TPAM, the Client’s best interest will be the main determining factor of Osaic Institutions. All TPAMs that Osaic Institutions recommends must be a Registered Investment Advisors with the SEC or with the appropriate state authority(ies). These practices represent conflicts of interest because Osaic Institutions is paid a Solicitor Fee for recommending the TPAM and may choose to recommend a particular TPAM based on the fee Osaic Institutions is to receive. This conflict is mitigated by disclosures, procedures and Osaic Institutions’ fiduciary obligation to act in the best interest of its Clients. Clients are not required to accept any recommendation given by Osaic Institutions and have the option to receive investment advice through TPAMs of their choosing. Form ADV WRAP Appendix 17 © Osaic Institutions, Inc.  As a broker-dealer, investment adviser and insurance producer, Osaic Institutions offers a large number of products to our customers. It is important to know that a number of companies whose products are offered through Osaic Institutions pay extra compensation to Osaic Institutions. These companies, referred to as “Product Partners”, include mutual fund companies, insurance carriers, issuers of structured products and issuers of non-traded real estate investment trusts. Product Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Product Partners have more opportunities than other companies to market and educate our IARs on investments and the products they offer. The amount of compensation paid to Osaic Institutions varies by Product Partner. In general, Product Partners may compensate Osaic Institutions by paying (i) a fixed dollar amount or paying a sponsorship fee for an Osaic Institutions event, (ii) a percentage of product sales, (iii) a percentage of customer assets invested in the products, or (iv) a combination of the above. Product Partners pay Osaic Institutions differing amounts of revenue sharing, for which the Product Partner receives different benefits. In addition, Osaic Institutions employees and IARs receive compensation in the form of gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with the IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Clients of Osaic Institutions do not pay more to purchase the products of Product Partners through Osaic Institutions. This additional compensation to Osaic Institutions creates a conflict and incentive for Osaic Institutions and its IARs to promote Product Partner products over other products. Osaic Institutions manages this conflict by not sharing the identity of the Product Partners with its IARs. Likewise, IARs do not receive additional compensation for selling a Product Partner product, although the IAR may benefit indirectly when Product Partner payments are used to support costs relating to review, marketing and training. Cash in an investment advisory account that is awaiting investment or reinvestment may be invested in the Sweep Program. Rates in the Sweep Program offered by Osaic Institutions will vary over time and may be higher or lower than the rate paid on other sweep options or other money market mutual funds not offered by Osaic Institutions as a cash sweep option. The Custodians are the clearing firms for Osaic Institutions’ brokerage and advisory business. They provide significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated these contracts within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place. These clearing firms also shares with Osaic Institutions a portion of the fees you pay for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged (a “markup”). Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. The IAR recommending an advisory service receives compensation, directly from Osaic Institutions or indirectly through a Subscribing Institution, as the case may be. IARs are compensated by Osaic Institutions (directly or indirectly) as independent contractors and not as employees. This compensation includes a portion of the advisory fee and such portion received by IAR may be more than what IAR would receive at another investment adviser firm. Such compensation may include other types of compensation, such as bonuses, awards or other things of value offered by Osaic Institutions or the Subscribing Institution to the IAR. In particular, Osaic Institutions pays its IARs in different ways, for example: Form ADV WRAP Appendix 18 © Osaic Institutions, Inc.   payments based on production  payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions  payments in the form of repayable or forgivable loans  advances of advisory fees  reduction or elimination of certain costs or expenses otherwise payable by the IAR  attendance at Osaic Institutions conferences and events. Osaic Institutions pays IARs this compensation based on the IAR’s overall business production and/ or on the amount of assets serviced in Osaic Institutions advisory relationships. The amount of this compensation may be more or less than what the IAR would receive if the client participated in other Osaic Institutions programs, programs of other investment advisers or paid separately for investment advice, brokerage and other client services. Therefore, in such case, the IAR has a financial incentive to recommend advisory services over other programs and services. However, an IAR may only recommend a program or service that he or she believes is suitable for you and in your best interest. Osaic Institutions has systems in place to review IAR-managed accounts for suitability over the course of the advisory relationship. If an IAR has recently become associated with Osaic Institutions, he or she may have received payments from Osaic Institutions or the Subscribing Institution in connection with the transition from another broker-dealer or investment adviser firm. These payments, which may be significant, are intended to assist an IAR with the costs associated with the transition, such as moving expenses and termination fees associated with moving accounts; however, Osaic Institutions does not confirm the use of these payments for such transition costs. These payments can be in the form of loans to the IAR, which are repayable to Osaic Institutions or forgiven by Osaic Institutions based on years of service with Osaic Institutions (e.g., if the IAR remains with Osaic Institutions for 5 years) and/or the scope of business engaged in with Osaic Institutions, including the amount of advisory account assets with Osaic Institutions. The receipt of these payments creates a conflict of interest in that an IAR has a financial incentive to recommend that a client open and maintain an account with the IAR and Osaic Institutions for advisory and/or brokerage services. In addition, these transition payments create a conflict and an incentive to recommend switching investment products or services where a client’s current investment options are not available through Osaic Institutions. Osaic Institutions and its IARs attempt to mitigate these conflicts of interest by evaluating and recommending that clients use Osaic Institutions’ services based on the benefits that such services provide to clients, rather than the transition payments earned by any particular IAR. However, clients should be aware of this conflict and take it into consideration in making a decision whether to establish or maintain a relationship with Osaic Institutions. If Osaic Institutions makes a loan to a new or existing IAR, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise the IAR. There is an option for Osaic Institutions and its Advisory Representatives to offer advisory services on the premises of unaffiliated financial institutions, like banks or credit unions. In such a case, Osaic Institutions will enter into networking agreements with financial institutions pursuant to which we share compensation, including a portion of the advisory fee, with the financial institution for the use of the financial institution’s facilities and for client referrals. To assist in the costs of transitioning from another investment adviser, we provide various benefits and/ or payments to certain Advisory Representatives that are newly associated with Osaic Institutions. The proceeds of the transition assistance payments are intended to be used for a variety of purposes, including but not limited to, providing working capital to assist in funding the Advisory Representative’s business, satisfying outstanding debt owed to the Advisory Representative’s previous firm, technology set-up fees, marketing and mailing costs, stationery and licensure transfer fees, moving expenses, office space expenses, and staffing support. The amount of the transition assistance is generally based on the size of the Advisory Representative’s business established at his or her prior firm. This assistance is generally in the form of loans to the Advisory Representative and are forgiven based on the years of service with Osaic Institutions. The receipt of the recruiting/transition assistance creates a conflict in that the Advisory Representative has a financial incentive to recommend a client to open and maintain an account with Osaic Institutions. Form ADV WRAP Appendix 19 © Osaic Institutions, Inc.  Osaic Institutions offers additional educational, training, marketing and home office support services and events for those Advisory Representatives that meet overall revenue production goals. While these goals are not specific to any type of product or service offered, a conflict of interest exists because these opportunities provide a financial incentive for Advisory Representatives to recommend investment products and advisory services in general. Osaic Institutions provides the following compensation and ownership opportunities to certain Advisory Representatives:  The Custodial Net New Asset Program – We will make additional annual payments to Subscribing Institutions and Advisory Representatives of approximately 35 basis points (0.35%) on average on all new assets added to our customer accounts custodied with Pershing and NFS. The payment depends on a number of factors. Your Advisory Representative may receive a higher payment. Please reach out to your Advisory Representative for information about this conflict. The Custodial Net New Asset Program provides an incentive for your Advisory Representative to select the Pershing and NFS custodial location for your brokerage accounts because compensation is paid to the Subscribing Institution and/or the Advisory Representative (rather than a custodial location at an investment sponsor which would not result in additional compensation).  The Referral Rewards Program – Subject to certain qualifications and restrictions, the Firm will make payments to the Subscribing Institution or affiliated Financial Professionals for referrals of unaffiliated Institutions or Financial Professionals. For each qualified referred Institution or Financial Professional which affiliates with the Firm, the referring Subscribing Institution or Financial Professional will receive up to 3% of the referred Institution’s or Financial Professional’s trailing 12-month production and up to 3% of the referred Institution’s or Financial Professional’s first 12 months of production. The Firm is responsible for these payments and the payments to the Subscribing Institution or the Financial Professional are not a portion of the fees and/or commissions you pay. A Subscribing Institution’s or your Financial Professional’s status as a referring Subscribing Institution or Financial Professional is not a conflict to you because if referring, the referred Subscribing Institution’s or Financial Professional’s production is unrelated to your account. The Subscribing Institution’s or your Financial Professional’s status as a referred Institution or Financial Professional is not a conflict to you, because The Subscribing Institution’s or your Financial Professional is not compensated specifically for being part of the Referral Rewards Program. Osaic Institutions provides loans to certain Advisory Representatives as an incentive to establish, maintain, or expand their brokerage and advisory relationships. The repayments of such loans are typically dependent on the financial professional retaining affiliation with Osaic Institutions through the end of the loan period. These loans create a conflict of interest for the financial professional to retain affiliation with Osaic Institutions in order to avoid repayment of the loan. Please note the forgivable notes referenced in the section above on Advisor Appreciation Programs. In addition to commissions or asset-based fees, Osaic Institutions receives compensation (“revenue sharing payments”) from the below categories:  Packaged Products: certain mutual funds, exchange traded funds (ETFs), variable insurance products, fixed insurance products, direct participation programs, alternative investments, and unit investment trusts (UITs)  Retirement Plan Partners: third-party firms, including plan recordkeeping platforms as well as investment managers of mutual funds and the issuers of annuities  Third-Party Managers: certain third-party money managers offered through accounts custodied away from the Broker- Dealer  Collateralized Lending Partners: certain banking institutions that collateralize certain investment accounts to obtain secured loans The above categories are hereinafter referred to as (“Strategic Partner” or “Strategic Partners”). Strategic Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Strategic Partners have more opportunities than other companies to market and educate our Advisory Representatives on investments and the products they offer. Revenue sharing payments are typically calculated as a fixed Form ADV WRAP Appendix 20 © Osaic Institutions, Inc.  fee, as an annual percentage of the amount of assets held by customers, or as a percentage of annual new sales, or as a combination. Strategic Partners pay differing amounts of revenue sharing, for which the Strategic Partner receives different benefits. You do not pay more to purchase Strategic Partner investment products than you would pay to purchase those products through another broker- dealer. Additionally, revenue-sharing payments received are not paid to or directed to your Advisory Representative. Nevertheless, a conflict of interest exists, in that Osaic Institutions is paid more if you purchase a Strategic Partner product, and your Advisory Representative indirectly benefits from Strategic Partner payments when the money is used to support costs of product review, marketing or training. This conflict of interest is mitigated by the fact that your Advisory Representative does not receive any additional compensation for selling Strategic Partner products, and that Osaic Institutions maintains policies and procedures to ensure recommendations are in your best interest. Osaic Institutions will update information regarding Strategic Partners who participate in revenue sharing arrangements with Osaic Institutions on its website on a regular basis. For additional information, including specifics on the revenue share amounts, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. From time to time, Osaic Institutions also receives revenue sharing payments from companies that are not Strategic Partners, generally to cover meetings expenses. The Custodians provide significant compensation to Osaic Institutions 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 Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at the clearing firms. The specific terms of this compensation differ between the Custodians. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contracts with the Custodians within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with the Custodians. Our Advisory Representatives receive indirect compensation from Osaic Institutions for certain level of assets with Custodians. Thus, they are incentivized to recommend these Custodians to you over other options. Certain custodian fees apply to your clearing accounts. In some instances, Osaic Institutions pays a portion of the fee charged. In some instances, Osaic Institutions applies a markup to these fees. Please see the Custodians Client Fee Disclosure brokerage fee schedules (website below) for details on all of these fees which identifies each specific item which Osaic Institutions mark-ups. Depending on the custodial fee, it is applied annually, per transaction, per month or per CUSIP. The above forms of compensation are in addition to advisory fees you pay to us. Osaic Institutions exercises no discretion, nor provides any advice or recommendation in the selection of the Custodian for any specific account or client. As a result, any difference in compensation to Osaic Institutions is based solely on the contracts with the Custodians and your Advisory Representative’s election of a Custodian. Secondly, Advisory Representatives do not share in any compensation paid by the custodians to Osaic Institutions. As a result, Advisory Representatives have no financial conflict of interest in any recommendation of a Custodian to clients. Please refer to the Client Fee Disclosure - Pershing Clearing and Client Fee Disclosure - NFS Clearing located at osaic.com/disclosures to find additional details regarding custodial fees. For more information regarding the above forms of compensation, please refer to our Indirect Compensation Disclosure located at osaic.com/disclosures. In addition to reimbursement of training and educational meeting costs, Osaic Institutions and its Advisory Representatives may receive promotional items, meals or entertainment or other non-cash compensation from representatives of mutual fund companies, insurance companies, and Alternative Investment Products, as permitted by regulatory rules. Additionally, sales of any mutual funds, variable insurance products and Alternative Investment Products, whether or not they are those of Strategic Partners, can qualify Advisory Representatives for additional business support and for attendance at seminars, conferences and entertainment events. From time to time, non-Strategic Partners attend Firm sponsored meetings for a fee. Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Osaic Institutions’ financial condition. Osaic Institutions has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. Nor do we require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Form ADV WRAP Appendix 21 © Osaic Institutions, Inc. 

Form ADV, Part 2A, Appendix 1 March 31, 2025 This Wrap Fee Program Brochure provides information about the qualifications and business practices of Osaic Institutions, Inc. If you have any questions about the contents of this Brochure, please contact us by email at oi.compliance@osaic.com, or by telephone at (203) 599-6000, or by mail at the address at the bottom of this page. 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. Osaic Institutions, Inc. is an investment adviser registered with the United States Securities and Exchange Commission. Registration with the SEC does not imply that Osaic Institutions, Inc. or any person associated with Osaic Institutions, Inc. has achieved a certain level of skill or training. Additional information about Osaic Institutions, Inc. is available on the SEC’s website at adviserinfo.sec.gov  This section of our Brochure summarizes material changes that have occurred at our firm since the previous release of our Brochure. We will update this section of our Brochure on an annual basis and send a summary of any material changes at our firm along with a copy of our annual privacy policy mailing. You may receive a complete copy of our Brochure by contacting your Osaic Institutions Adviser or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. Since our last annual updating amendment on March 26, 2024, we have made the following material amendments to this Brochure: This Brochure is for Legacy Use Only – No New Clients will be allowed into this program Item 4 - Clarification of Money Market funds offered, Material conflicts of interest Item 9 – Removal of Various Other Industry Affiliates WealthSelect Program Wrap Fee Program Brochure 2 © Osaic Institutions, Inc.  WealthSelect Program Wrap Fee Program Brochure 3 © Osaic Institutions, Inc.  Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us” or the “Firm”) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2024, we managed client assets of approximately $1,088,522,664 on a discretionary basis and $2,935,926,307 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at oi.compliance@osaic.com. The Osaic Institutions WealthSelect Program (the “WealthSelect Program”) is a discretionary asset management program and is described in more detail below. Osaic Institutions also sponsors other wrap fee programs. Clients can obtain a copy of the brochure for each of these wrap fee programs by contacting your IAR or by contacting our firm at oi.compliance@osaic.com or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. The WealthSelect Program is a discretionary asset management program sponsored by Osaic Institutions. Model portfolios used in the WealthSelect Program are developed and monitored by Ladenburg Thalmann Asset Management, Inc. (“LTAM”). LTAM oversees each of the model portfolios in the WealthSelect Program on a discretionary basis. IARs do not have discretionary authority over client accounts or the investments in the WealthSelect Program. Please note that the WealthSelect Program has been closed to new accounts. LTAM constructs a strategic allocation of assets among several investment categories. Although the allocation typically focuses on no load or load-waived mutual funds and exchange-traded funds (ETFs), it may include other securities such as domestic and international equities. These securities may include large, mid and small capitalization stocks, as well as government and municipal bonds. Additionally, the allocation may include unit investment trusts, annuities and money market instruments. Upon completion of the asset allocation, LTAM will select investments and build portfolios based on criteria such as historical performance, rate of return, correlation characteristics and performance relative to an index. Mutual funds and other securities from which investments are selected, reviewed and monitored by LTAM on a quarterly basis or more often as needed. Portfolio management services provided through the WealthSelect Program are based upon a “client profile”. The client profile is created through the completion of a client questionnaire and an information gathering process done in conjunction with the client’s IAR. The client profile describes, among other things, the client’s investment objectives, time horizon, risk tolerance, tax bracket and income needs. Based upon the client’s completed profile, the client will invest in an applicable WealthSelect Portfolio model constructed by LTAM. Based upon their needs and objectives, clients may periodically change or switch the model portfolio that they are invested in. In order to ensure that the client’s account continues to be managed in accordance with the client’s financial circumstances, the IAR seeks to maintain current client suitability information on file at all times. As such, we respectfully request prompt notification of any material change in the client’s financial circumstances so that we can adjust the client’s portfolio as necessary. WealthSelect Program Wrap Fee Program Brochure 4 © Osaic Institutions, Inc.  Clients that participate in the WealthSelect Program will be required to utilize Osaic Institutions, in its capacity as an introducing broker-dealer, for the implementation of all securities transactions placed in the account. Pershing, LLC (“Pershing”) acts as the clearing broker and custodian for all accounts and assets in the WealthSelect Program. The maximum annual Program Fee for the WealthSelect Program is 1.70% of assets under management. A minimum account size of $25,000 is generally required to participate in the WealthSelect Program and there is a minimum fee of $30 per year. This minimum account size may be negotiable under certain circumstances. For example, we may group together certain related client accounts for the purposes of achieving the minimum account size. Fees are charged quarterly in advance, at the annual rates shown above, based upon the average daily fair market value of the assets in the account from the previous calendar quarter. Fees are prorated for accounts that are opened or closed during the quarter. A prorated fee is not charged on contributions made to the account during the quarter. Likewise, a prorated refund is not credited back to the client for partial withdrawals made during a quarter. The client instructs Pershing to deduct the fee from the client’s account. Clients may terminate their WealthSelect advisory agreement without penalty within five (5) business days of the execution of the advisory agreement. Otherwise, clients may terminate their advisory agreement at any time upon written notice to Osaic Institutions. Upon termination of any account, any prepaid, unearned fees will be promptly refunded to the client by Osaic Institutions. The program fees described in this Brochure represent Osaic Institutions’ maximum program fees for the services shown. Osaic Institutions and the IAR may negotiate fees on a case-by-case basis, depending on a variety of factors. These factors include the nature and complexity of the particular service, the compensation requirements of the particular IAR, the client’s relationship with Osaic Institutions and the IAR, the size of the account and the potential for other business or clients. Separate account assets may be combined or “householded” for fee calculation purposes. WealthSelect Program fees may be different at each branch office and with each IAR, depending on location and the extent and nature of service. The WealthSelect Program is offered by Osaic Institutions as a “wrap fee” program. Wrap fee programs have important differences from traditional investment management arrangements. In a traditional arrangement, the client pays advisory fees for the investment adviser’s services in managing the client’s portfolio, and also pays brokerage commissions and other transaction costs for a broker-dealer’s services in executing trades placed by the investment adviser. In a wrap fee program, the client pays a single fee based on a percentage of the account’s value that includes the services of the account’s investment adviser and broker-dealer. The client is not charged separate commissions or other transaction costs for each trade, subject to specific exceptions stated in each program’s agreements. Although wrap fee programs can be beneficial for some clients, they are not appropriate for everyone. Some clients may pay higher overall costs in a wrap program than in a traditional program where they pay separately for investment advisory services and brokerage costs. The benefits of a wrap fee arrangement depend on a number of factors, particularly the amount of the wrap fee, the number and frequency of account trades, and the types of securities the account will trade. A wrap fee arrangement is likely to be more beneficial for accounts that expect relatively frequent trading, such as where the account intends to pursue an active trading strategy. In that case, the single wrap fee may cost less than the combined investment advisory fees and brokerage commissions that would be charged in a traditional arrangement. Conversely, an account that does not expect to trade frequently and has a relatively small number of trades each year may find a wrap fee arrangement to be more costly than paying the separate costs of brokerage commissions and fees for investment advice. Clients are cautioned to review the information in the disclosure brochure for wrap programs they are considering to understand the costs and factors they should consider when deciding whether to participate in (or to continue to participate in) the programs. Clients should also consider that lower cost programs that provide similar advisory, brokerage, and custodial services may be available through other advisers and broker-dealers, either through a wrap fee or on a separate cost basis. No assumption can be made that any particular fee arrangement, including wrap fee arrangements or portfolio management services of any nature, will provide better returns than other WealthSelect Program Wrap Fee Program Brochure 5 © Osaic Institutions, Inc.  investment strategies. Fees paid by clients may be more or less than fees charged for advisory, custodial or brokerage services offered separately, depending on the nature, size and frequency of account transactions and other services. Depending upon, among other things, the size of the account, changes in value over time, ability to negotiate fees or commissions, and the number of transactions, the amount of the wrap fee compensation may be more than what the IAR would receive if the client participated in other programs of Osaic Institutions, or paid separately for investment advice, brokerage and other services. Therefore, while wrap account compensation cannot be determined in advance, the IAR may have an incentive to recommend a wrap fee program over other programs or services. Further, clients should consider that the wrap fee arrangement creates a disincentive to trade wrap fee accounts because the execution costs of each trade may reduce the profit from the wrap fee. A wrap sponsor may have an incentive to limit referrals to or outright exclude from its program portfolio managers that trade actively. We monitor the programs and the accounts in an on-going effort to identify instances where these conflicts of interest may adversely affect our clients. However, our efforts may not always be successful in preventing or addressing the effects of these conflicts. There are other fees and charges that are imposed by third parties other than Osaic Institutions that apply to investments in Osaic Institutions’ wrap fee programs. Some of these fees and charges are described below. If a client’s assets are invested in mutual funds or other pooled investment products, clients should be aware that there will be two layers of advisory fees and expenses for those assets. Clients will pay an advisory fee to the fund manager and other expenses as a shareholder of the fund. In the case of mutual funds that are fund of funds, there could be an additional layer of fees, including performance fees that may vary depending on the performance of the fund. Clients will also pay Osaic Institutions and the IAR the advisory fee with respect to those assets. Most of the mutual funds available in the program may be purchased directly. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of Osaic Institutions and the IAR and by making their own decisions regarding the investment. All advisory accounts may invest in mutual funds that make a distribution payment referred to as a 12b-1 fee. Pershing, Osaic Institutions’ clearing firm, has been instructed to credit any 12b-1 fees received to the client’s account. As a result, neither Osaic Institutions nor the IARs shall receive 12b- 1 fees from mutual funds purchased in the accounts. In addition to advisory fees, some IARs earn sales incentives or awards based on the value of assets under management, investment products sold, number of sales, client referrals, amount of new deposits or amount of new accounts. Some IARs also receive forgivable loans from Osaic Institutions or the depository institution that they are affiliated with, which are conditioned on the IAR retaining Osaic Institutions’ broker-dealer and/or registered investment adviser services. This additional economic benefit creates a conflict of interest for the IAR to retain affiliation with Osaic Institutions in order to avoid repayment on a loan. If a client transfers into an advisory account a previously purchased mutual fund, and there is an applicable contingent deferred sales charge on the fund, the client will pay that charge when the mutual fund is sold. If the account is invested in a mutual fund that charges a fee if a redemption is made within a specific time period after the investment, the client will be charged a redemption fee. If a mutual fund has a frequent trading policy, the policy can limit a client’s transactions in shares of the fund (e.g., for rebalancing, liquidations, deposits or tax harvesting). When transferring securities into an account, the client should be aware that certain securities may not be eligible for the account. In such case, the securities may be rejected, sold after the transfer, or moved to a brokerage account. Note that when an ineligible security is transferred into an account and subsequently sold or moved to a brokerage account, the advisory fee will be charged on such asset for the period of time the security was held in the account. The client should be aware that securities transferred into an account may have been subject to a commission or sales load when the security was originally purchased. After transfer into an account, the client should understand that an advisory fee will be charged based on the total assets in the account, including the transferred security. When transferring securities into an account, the client should consider and speak to the IAR about whether: • a commission was previously paid on the security; the client wishes for the security to be managed as part of the account and be subject to an advisory fee; or • the client wishes to hold the security in a brokerage account that is not managed and not subject to an advisory fee. • WealthSelect Program Wrap Fee Program Brochure 6 © Osaic Institutions, Inc.  Pershing is the clearing firm for Osaic Institutions’ brokerage and advisory business. Pershing provides significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at Pershing. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contract with Pershing within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with Pershing. Although Pershing’s clearing and custody fees are included in the client’s investment advisory fee, there are other Pershing fees the client will be required to pay. Pershing shares with Osaic Institutions a portion of the fees you pay to Pershing for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged by Pershing (a “markup”). Please see the Schedule of Brokerage Fees for Advisory Services at osaic. com/disclosures for details on all of these fees, and footnote 1, which identifies each specific item which Osaic Institutions marks up. Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic. com/disclosures to find additional details regarding brokerage and custodial fees. There are instances when Osaic Institutions advisers and third-party managers select share classes of mutual funds that pay Osaic Institutions 12b-1, distributor, transaction, and/or revenue-sharing fees when lower-cost institutional or advisory share classes of the same mutual fund exist that do not pay Osaic Institutions additional fees. As a matter of policy and as described above, Osaic Institutions credits the mutual fund 12b-1 fees it receives from mutual funds purchased or held in Osaic Institutions managed accounts back to the client accounts paying such 12b-1 fees. In most cases, mutual fund companies offer multiple share classes of the same mutual fund. Some share classes of a fund charge higher internal expenses, whereas other share classes of a fund charge lower internal expenses. Institutional and advisory share classes typically have lower expense ratios and are less costly for a client to hold than Class A shares or other share classes that are eligible for purchase in an advisory account. Mutual funds that offer institutional share classes, advisory share classes, and other share classes with lower expense ratios are available to investors who meet specific eligibility requirements that are described in the mutual fund’s prospectus or its statement of additional information. These eligibility requirements include, but may not be limited to, investments meeting certain minimum dollar amounts and accounts that the fund considers qualified fee-based programs. The lowest-cost mutual fund share class for a particular fund may not be offered through Osaic Institutions or made available by Osaic Institutions for purchase within specific types of Osaic Institutions program accounts. Clients should never assume that they will be invested in the share class with the lowest possible expense ratio or cost. Osaic Institutions urges clients to discuss with their IAR whether lower-cost share classes are available in their particular program account. Clients should also ask their IAR why the particular funds or other investments that will be purchased or held in their managed account are appropriate for them in consideration of their expected holding period, investment objective, risk tolerance, time horizon, financial condition, amount invested, trading frequency, the amount of the advisory fee charged, whether the client will pay transaction charges for fund purchases and sales, whether clients will pay higher internal fund expenses in lieu of transaction charges that could adversely affect long-term performance, and relevant tax considerations. Your IAR may recommend, select, or continue to hold a fund share class that charges you higher internal expenses than other available share classes for the same fund. Further information regarding fees and charges assessed by a mutual fund is available in the appropriate mutual fund prospectus. When a client’s account is maintained at Pershing and unless the client otherwise opts out, the client’s free credit balance WealthSelect Program Wrap Fee Program Brochure 7 © Osaic Institutions, Inc.  will be automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured by the FDIC (up to applicable limits) or, in limited cases, a money market mutual fund product (collectively, the “Sweep Program”). As set forth in the terms of the Customer Agreement with Osaic Institutions, the client may remove his or her account from participating in the Sweep Program by notifying the client’s IAR. In addition, there are always alternatives for the short-term investment of cash balances that may offer higher returns than the sweep options made available to the client. As described above, accounts custodied at Pershing will be eligible for the Sweep Program. In connection with the Sweep Program, Pershing automatically transfers free credit balances in the client’s account to a deposit account at one or more banks whose deposits are insured by the Federal Deposit Insurance Corporation (the Bank Deposit Sweep Program (“BDSP”) or the Insured Cash Account Program (“ICAP”)) or, in limited cases, to a money market mutual fund product (the “Money Market Mutual Fund Program”). These programs are described below. Free credit balances swept to a deposit account earn interest that is compounded daily and credited to the client’s 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. Osaic Institutions has established deposit levels or tiers which ordinarily pay different rates of interest on different deposit balances; accounts with higher deposit balances may receive higher rates of interest than those with lower balances. The amount of interest the client receives on deposit accounts will be determined by the amount of interest paid by the Program Banks, minus the amount of fees charged by Pershing, Osaic Institutions, and other service providers. Interest rates paid on the deposit accounts may be higher or lower than interest rates available to depositors making deposits directly with Program Banks or with other depository institutions in comparable accounts. The amount of fees received by Osaic Institutions, Pershing, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Osaic Institutions will receive a monthly per-account fee (not to exceed $21.25) for services it provides in connection with maintaining and administering the Sweep Program for IRA accounts held in an advisory/ fee-based office range (the “Sweep Account Fee”). The Sweep Account Fee is not based on the amount of assets in the FDIC Program or in your Program Account, and it does not depend on or vary with (and is not affected by) the actual amounts held in the deposit accounts or the client’s program account. The Sweep Account Fee will reduce the interest the client is paid on the amount of assets in the program account. The Sweep Account Fee will generally be paid by the Program Banks on the program account’s behalf; however, the Sweep Account Fee or a portion thereof may be deducted directly from the program account if, for example, the amounts paid by the Program Banks are insufficient to cover the Sweep Account Fee. In a low interest rate environment, Osaic Institutions at its discretion may decide to waive (that is, to not collect) all or a portion of the Sweep Account Fee paid by the Program Banks. Waiving all or a portion of the Sweep Account Fee will reduce the impact of the Sweep Account Fee on the interest the client receives. Under this Program, Osaic Institutions will receive a fee from the Program Banks in connection with the deposit accounts. The fee received may differ among each Program Bank. The client will have no rights to the amounts paid by the Program Banks, except for interest actually credited to the client’s account. The amount of fees received by Osaic Institutions, Pershing, and any other service provider reduces the interest the client receives on his or her deposit account(s). The IAR does not receive any portion of the fees paid by the Program Banks. Free credit balances in the following Program Account types custodied at Pershing will be automatically swept into the Federated Hermes Government Reserves Fund (GRFXX), which is managed by Federated Hermes Investors (“Federated Hermes”):  All ERISA Title 1 account types, including Profit Sharing Plans, 401(k), Roth 401(k), Simple 401(k), Individual WealthSelect Program Wrap Fee Program Brochure 8 © Osaic Institutions, Inc.  401(k), qualified deferred compensation plans, defined benefit plans, target benefit plans, and money purchase pension plans  403(b)(7) accounts  Keogh plans The Federated Hermes Government Reserves Fund is a money market mutual fund and seeks to maintain a stable share price of $1.00. The Fund invests primarily in a portfolio of short-term U.S. Treasury and government securities. These investments include repurchase agreements collateralized fully by U.S. Treasury and government securities. The Fund uses repurchase agreements to provide a liquidity base for the portfolio and a potential yield advantage relative to other short-term securities. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Osaic Institutions does not receive any compensation from the Federated Hermes Government Reserves Fund. For additional information about the Sweep Program for accounts custodied at Pershing, please visit our website located at osaic.com/disclosures. Because the Sweep Program generates significant payments from third parties (i.e., the Program Banks that participate in BDSP and/or ICAP) to Osaic Institutions, a conflict of interest exists. A conflict of interest also arises because we 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 we, our clearing firms, and the third-party administrator receive. By investing through an advisory account, the compensation we receive from the BDSP or ICAP, as applicable, is in addition to the advisory fees that you pay. This means that we earn two layers of fees on the same cash balances in client advisory accounts with us. If we did not receive such compensation, which is in addition to advisory, transaction, servicing and other fees and compensation related to Program Accounts, such client fees (including advisory fees) would generally be higher. In addition, a conflict of interest arises as a result of the financial incentive for the Firm to recommend and offer a Sweep Program over which they have control of certain functions. Osaic Institutions has 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 Osaic Institutions. The Advisory Representative who makes investment recommendations for your Program Account does not receive any compensation from these payments or based on the selection of the sweep vehicle. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest. For more information about this service and benefits that we receive in connection with such deposits, please refer to the Sweep Program terms and conditions document, which you can request from your Advisory Representative. Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP. A minimum account size of $25,000 is generally required to participate in the WealthSelect Program and there is a minimum fee of $50 per year. Account minimums may be negotiable by the IAR. Osaic Institutions provides investment advisory services to individuals, including high net worth individuals, individual retirement accounts, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and other businesses not listed above. WealthSelect Program Wrap Fee Program Brochure 9 © Osaic Institutions, Inc.  Osaic Institutions, acting through the LTAM, acts as the portfolio manager for the WealthSelect Program. We tailor our advice to the specific needs and objectives of the client. The IAR will help the client complete a client profile questionnaire. The questionnaire is designed to identify the client’s financial situation, investment objectives, tolerance for risk and investment time horizon, among other considerations. Based upon the client’s responses to the questionnaire, the IAR will assist the client in selecting the appropriate WealthSelect Program portfolio. We permit clients to impose reasonable restrictions on the types of securities we recommend for their account, and permit clients to change the restrictions by written instruction to us. On an on-going basis, we review and adjust the portfolios to ensure they continue to reflect the intended allocations and objectives, as well as any reasonable restrictions imposed by the client. We use the following methods of analysis in formulating our investment advice and managing client assets: We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to successfully invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in other funds in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the fund or ETF less suitable for the client’s portfolio. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. We may attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. WealthSelect Program Wrap Fee Program Brochure 10 © Osaic Institutions, Inc.  We may also analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially forecast future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly managed or financially unsound company may under-perform regardless of market movement. Moreover, although past market behavior can be used in an effort to predict future price movements, markets have and will behave differently than they have in the past. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client’s investment objectives, risk tolerance and time horizons, among other considerations: We may recommend that a client purchase securities with the idea of holding them for a year or longer. Typically, we recommend this strategy when: • 403(b)(7) accounts • Keogh plans A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. When utilizing this strategy, we may recommend that a client purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an effort to assist the client to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long- term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. As mentioned above, regardless of what strategy or analysis is undertaken, there is risk of loss; in some cases, total loss. Some risks may be avoided or mitigated, while others are completely unavoidable. Described below are some risks associated with investing and with some types of investments that are available through our advisory programs: The prices of, and the income generated by, the common stocks, bonds, and other securities you own may decline in response to certain events taking place around the world. These risks include events directly involving the issuers; conditions affecting the general economy; overall market changes; local, regional, or global political, social, or economic instability; governmental or governmental agency responses to economic conditions; and currency, interest rate, and commodity price fluctuations. WealthSelect Program Wrap Fee Program Brochure 11 © Osaic Institutions, Inc.  The prices of, and the income generated by, most debt and equity securities may be affected by changing interest rates and by changes in the effective maturities and credit ratings of these securities. For example, the prices of debt securities generally will decline when interest rates rise and will increase when interest rates fall. In addition, falling interest rates may cause an issuer to redeem, “call,” or refinance a security before its stated maturity date, which may result in having to reinvest the proceeds in lower- yielding securities. Debt securities are also subject to credit risk, which is the possibility that the credit strength of an issuer will weaken and/or an issuer of a debt security will fail to make timely payments of principal or interest and the security will go into default. Investments in securities issued by entities based outside the United States may be subject to the risks described above to a greater extent. Investments may also be affected by currency controls; different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices; expropriation (occurs when governments take away a private business from its owners); changes in tax policy; greater market volatility; different securities market structures; higher transaction costs; and various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends. These risks may be heightened in connection with investments in developing countries. Investments in securities issued by entities domiciled in the United States may also be subject to many of these risks. This is the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. To the extent a client account invests in ETFs or other investment companies, its performance will be affected by the performance of those other investment companies. Investments in ETFs and other investment companies are subject to the risks of the investment companies’ investments, as well as to the investment companies’ expenses. If a client account invests in other investment companies, the client account may receive distributions of taxable gains from portfolio transactions by that investment company and may recognize taxable gains from transactions in shares of that investment company, which would be taxable when distributed. To the extent a client account concentrates its investments by investing a significant portion of its assets in the securities of a single issuer, industry, sector, country or region, the overall adverse impact on the client of adverse developments in the business of such issuer, such industry or such government could be considerably greater than if they did not concentrate their investments to such an extent. To the extent a client account invests more heavily in particular sectors, industries, or subsectors of the market, its performance will be especially sensitive to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The several industries that constitute a sector may all react in the same way to economic, political or regulatory events. A client account’s performance could be affected if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance. Certain mutual funds available in the Programs invest primarily in alternative investments and/or strategies. Investing in alternative investments and/or strategies may not be suitable for all investors and involves special risks, such as risks WealthSelect Program Wrap Fee Program Brochure 12 © Osaic Institutions, Inc.  associated with commodities, real estate, leverage, selling securities short, the use of derivatives, potential adverse market forces, regulatory changes and potential illiquidity. There are special risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund’s concentration in the real estate industry. These types of funds tend to have higher expense ratios than more traditional mutual funds. They also tend to be newer and have less of a track record or performance history. Clients should be aware that closed-end funds available within the Programs may not give investors the right to redeem their shares, and a secondary market may not exist. Therefore, clients may be unable to liquidate all or a portion of their shares in these types of funds. While the fund may from time to time offer to repurchase shares, it is not obligated to do so (unless it has been structured as an “interval fund”). In the case of interval funds, the fund will provide limited liquidity to shareholders by offering to repurchase a limited number of shares on a periodic basis, but there is no guarantee that clients will be able to sell all of the shares in any particular repurchase offer. In some cases, there may be an additional cost to investors who redeem before holding shares for a specified amount of time. The repurchase offer program may be suspended under certain circumstances. ETFs are typically investment companies that are legally classified as open-end mutual funds or UITs. However, they differ from traditional mutual funds, in particular, in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered as an investment company under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company. ETFs may be closed and liquidated at the discretion of the issuing company. Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. REITs invest in real estate, and there are special risks associated with investing in real estate, including, but not limited to, sensitivity to changes in real estate values, the risk of investment loss due to the use of leveraging and other speculative investment practices, interest rate risk, lack of liquidity and performance volatility. Non-Traded REITs are not required to provide annual valuations until two years and 150 days after reaching the minimum capital raise required to begin purchasing properties. This threshold is generally outlined in the product’s prospectus. Non-Traded REITs, which are available to clients meeting certain qualification standards, may fund distributions from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to invest in new assets. Clients should be aware that these securities may not be liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the security, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the security during the repurchase offer. Issuers may repurchase shares at WealthSelect Program Wrap Fee Program Brochure 13 © Osaic Institutions, Inc.  a price below net asset value. The repurchase program may also be suspended under certain circumstances. If client purchases a variable annuity that is part of a Program, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Clients should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Some products may charge a recapture or redemption fee for contracts or benefits not held for a specified period of time or that do not follow stated withdrawal terms. Non-traded products do not trade on a securities exchange and are not publicly traded. Consequently, non-traded products can be riskier than products that are publicly traded because the product cannot be sold readily in a market by the investor. The non-traded product may offer to redeem shares from investors, but such share redemptions are typically subject to limitations. Share redemptions may also require that shares be redeemed at a discount and there is no guarantee that client will be able to redeem the security during the repurchase offer. In addition, non-traded products may lack share value transparency because there is no market price readily available. Without share value transparency, investors may not be able to assess the value or performance of the non-traded product. Clients should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the value of the securities in the account goes down. Pershing, acting as the client’s creditor, will have the authority to liquidate all or part of the account to repay any portion of the margin loan, even if the timing would be disadvantageous to the client. For performance illustration purposes, the margin interest charge will be treated as a withdrawal and will, therefore, not negatively impact quarterly performance. Clients should be aware that pledging assets in an account to secure a loan involves additional risks. The bank holding the loan may have the authority to liquidate all or part of the securities at any time without your prior notice in order to maintain required maintenance levels, or to call the loan at any time. As a practical matter, this may cause you to sell assets and realize losses in a declining market. These actions may interrupt your long-term investment goals and result in adverse tax consequences and additional fees to the bank. The returns on accounts or pledged assets may not cover the cost of loan interest and account fees and may dictate a more aggressive investment strategy to support the costs of borrowing. Before pledging assets in an account, clients should carefully review the loan agreement, loan application and any forms required by the bank and any other forms and disclosures provided by Pershing and Osaic Institutions. Your investments are not bank deposits and are not insured or guaranteed by the FDIC or any other governmental agency, entity, or person, unless otherwise noted and explicitly disclosed as such, and as such may lose value. We ask that you work with us to help us understand your tolerance for risk. We require the client to retain responsibility for voting all account securities. We will not vote, exercise rights, make elections or take other such actions with respect to securities held for accounts we manage. If desired, a client may instruct us in writing to forward to the client or a third-party materials we receive pertaining to proxy solicitations or similar matters. Upon receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard account proxy and related materials. Clients may obtain proxy materials directly by written request to the account’s custodian. For information about how to obtain proxy materials from a custodian, clients may contact us by email at oi.ompliance@osaic.com, or by mail to the address on the front of this Brochure. However, we do not provide advice about the issues raised by proxy solicitations or other requests for corporate action. Similarly, we do not advise or exercise rights, make elections, or take other actions with respect to legal proceedings involving companies whose securities are or were held in a client’s account, such as asserting claims or voting in bankruptcy or reorganization proceedings, or filing “proofs of claim” in class action litigation. If desired, a client may WealthSelect Program Wrap Fee Program Brochure 14 © Osaic Institutions, Inc.  instruct us in writing to forward to the client or a third-party any materials we receive pertaining to such matters. Upon our receipt of such written instructions, we will use reasonable efforts to forward such materials in a timely manner. In the absence of a written request, we will discard such materials. Written instructions should be sent by email to oi.compliance@osaic.com or by telephone at (203) 599-6000, or by mail to the address shown on the cover page of this Brochure. The IAR will collect information regarding the client’s financial situation, investment objectives, financial goals, tolerance for risk and investment time horizon, among other characteristics. This information is provided to Osaic Institutions as the portfolio manager. This information is updated as Osaic Institutions receives updated information from the client. The client’s primary contact with respect to the WealthSelect Program and the account will be the IAR. The IAR will be available to answer questions about the administration of the account and general questions about the WealthSelect Program and model portfolios. If a client has questions which the IAR cannot answer, clients are encouraged to contact Osaic Institutions directly at the address or telephone number shown on the front of this Brochure. We are required to disclose in Item 9 information about legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. In March of 2019, Osaic Institutions, along with 78 other investment advisory firms, consented to an order by the Securities and Exchange Commission (“SEC”) in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Pursuant to the Initiative, Osaic Institutions self- reported to the SEC that it failed to adequately disclose conflicts of interest related to the sale of higher cost mutual fund share classes when lower cost share classes were available. Specifically, the SEC order found that Osaic Institutions, acting through its advisers, placed clients in mutual fund share classes that charged 12b-1 fees when lower cost share classes may have been available. Pursuant to the order, Osaic Institutions agreed to a cease and desist, a censure and to repay to clients all improperly disclosed fees along with prejudgment interest in the aggregate amount of $978,698.85. Osaic Institutions also agreed to undertake a review and to correct all relevant disclosure documents concerning mutual fund share class selection and 12b-1 fees. Lastly, Osaic Institutions agreed to evaluate whether existing clients should be moved to an available lower cost share and to move clients as necessary. Consistent with the terms of the Initiative, the SEC did not impose penalties against Osaic Institutions. In July of 2018, Osaic Institutions entered into a consent order with the Massachusetts Securities Division in connection with its supervision of certain brokerage products and transactions in the Commonwealth of Massachusetts. Without admitting or denying the findings, Osaic Institutions consented to a censure, fine of $125,000, restitution of $59,409.40 to client accounts, and the engagement of a consultant to review Osaic Institutions’ policies and procedures. Osaic Institutions, as a broker-dealer, is a member of the Financial Industry Regulatory Authority (“FINRA”). In October of 2015, the Firm entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain unit investment trusts (“UITs”). The findings were related to Osaic Institutions’ failure to apply brokerage sales charge discounts to certain customers’ eligible purchases of UITs. The findings stated that the Firm failed to establish, maintain and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible UIT purchases. Without admitting or denying the findings, WealthSelect Program Wrap Fee Program Brochure 15 © Osaic Institutions, Inc.  Osaic Institutions consented to a censure and fine of $150,000 and restitution of $109,627.84 to client accounts. In April of 2014, the Firm entered into an AWC with FINRA in connection with the sales and supervision by Osaic Institutions and its registered representatives of certain non-traditional exchange traded funds. Without admitting or denying the findings, Osaic Institutions agreed to a censure and a fine of $75,000. In addition, Osaic Institutions agreed to pay restitution to customers who lost money in these transactions in the amount of approximately $287,000. WealthSelect Program Wrap Fee Program Brochure 16 © Osaic Institutions, Inc.  This section contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with any related persons, including broker-dealers and investment advisers. We identify if any of these relationships or arrangements create a material conflict of interest with clients and discuss how we address these conflicts. “Related Persons” are defined as entities that we control or control us or are under common control with us. Osaic Institutions is a wholly owned subsidiary of Osaic Institutions Financial Holdings, Inc. (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”), which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners, LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski 2006 Trust. Osaic Institutions has the following affiliates, which are either wholly-owned subsidiaries of OHI or wholly-owned subsidiaries of one of OHI’s affiliates. 100% owned by Osaic Holdings, Inc. Osaic Institutions Financial Holdings, Inc. (OIFH) Holding Company 100% owned by Osaic Holdings, Inc. Ladenburg Thalmann Asset Management Registered Investment Adviser Ladenburg Thalmann & Co., Inc. Broker-Dealer 100% owned by Osaic Holdings, Inc. Highland Capital Brokerage Insurance Company 100% owned by Osaic Holdings, Inc. Premier Trust, Inc. Trust Company 100% owned by Osaic Holdings, Inc. Osaic Institutions also has Related Persons who are under common control of OHI. The following chart details the Related Persons which are wholly owned subsidiaries of Osaic, Inc. (“OI”). OI is a wholly owned subsidiary of Osaic Holdings, Inc. Osaic, Inc. Holding Company 100% owned by Osaic Holdings, Inc. 100% owned by Osaic, Inc. Osaic Wealth, Inc. Registered Investment Adviser, Broker-Dealer 100% owned by Osaic, Inc. Vision2020 Wealth Management Corp. Registered Investment Adviser The following chart details the Related Persons which are not wholly owned subsidiaries of OHI or OI. These Related Persons, however, are under common control of OHI. Your IAR cannot recommend the purchase of securities through WealthSelect Program Wrap Fee Program Brochure 17 © Osaic Institutions, Inc.  such affiliates and do not conduct advisory business through these Related Persons. 100% owned by Black Diamond Financial Holdings, LLC Black Diamond Financial, LLC Registered Investment Adviser As noted in Item 4, Osaic Institutions is registered with the SEC and 50 states as a broker-dealer and is a member of FINRA. Osaic Institutions’ primary business activity is providing brokerage and other services on a “networking” basis to customers at banks, credit unions and other financial institutions. The executive officers of Osaic Institutions and the IARs are separately licensed as registered principals or representatives of Osaic Institutions. Osaic Institutions’ principal executive officers and associated persons, in their separate capacities, may effect securities transactions for any client for separate and typical commission compensation. Please refer to Item 5 for further information about the brokerage services Osaic Institutions and our IARs provide to clients and the additional compensation that clients pay to purchase securities or insurance products outside of the managed account (wrap) programs we offer. As noted above, a significant portion of our business as a broker-dealer and investment adviser involves networking arrangements with banks, credit unions and other financial institutions. These arrangements permit Osaic Institutions to offer brokerage services, insurance products (such as fixed and variable annuities) and investment advisory ser vices to customers of the institution. This program is often referred to as the “Osaic Institutions Program,” and depository institutions which offer the Osaic Institutions Program to their customers are referred to as “Subscribing Institutions.” In consideration for allowing Osaic Institutions to offer products and services to their customers on the institution’s premises, Osaic Institutions pays to each Subscribing Institution a revenue sharing payment, calculated upon the commissions and other compensation generated by Osaic Institutions on sales to the Subscribing Institutions’ customers and others. The IARs are independent contractors of Osaic Institutions and are often employed by the Subscribing Institutions. As a registered broker-dealer, Osaic Institutions has entered into a fully disclosed clearing agreements with the Custodians under which they provide clearing, custody and recordkeeping services for Osaic Institutions brokerage client accounts. In connection with these services and depending upon the type of investment advisory account, clients with Osaic Institutions brokerage accounts may incur a number of different charges and fees. These include ticket charges, ACAT fees, confirmation fees, IRA maintenance fees, margin interest, inactive account fees, account termination fees and paper statement fees. These custodians share a portion of some of these fees with Osaic Institutions. Osaic Institutions is also licensed as an insurance agency in each of the states in which it does insurance business and offers insurance and insurance-related products and services in those states. IARs may also be licensed as insurance producers with Osaic Institutions and appointed as agents with various national insurance companies. As licensed producers, these individuals are able to recommend and sell life, accident, health, and variable annuity and variable life insurance products. Recommendations for these products may be made to Osaic Institutions financial planning, consulting, or other clients and any transactions effected for these clients would be for separate and typical compensation unless otherwise agreed by the client. These transactions typically occur outside of Osaic Institutions’ investment advisory and asset management programs. It is expected that Osaic Institutions and its executive officers will spend more than fifty percent of their time on brokerage and related activities, and less than fifty percent of their time on matters related to investment advisory services. Clients should be aware that the receipt of additional compensation by our firm and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making recommendations. We endeavor at all times to put the interest of our clients first as part of our fiduciary duty as a registered investment adviser and take the following steps to address this conflict: • We disclose the existence of all material conflicts of interest, including the potential for our firm and its employees to earn compensation from advisory clients in addition to our advisory fees; • We disclose to clients that they are not obligated to purchase any securities or insurance products or services from Osaic Institutions or our IARs; • We ensure that client advisory fees are not increased due to referral fees paid by our firm; • We collect, maintain and document accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance; • We require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • We periodically monitor these outside employment activities to verify that any conflicts of interest continue to be WealthSelect Program Wrap Fee Program Brochure 18 © Osaic Institutions, Inc.  properly addressed by our firm; and • We educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Osaic Institutions, in its capacity as a broker-dealer and member of FINRA, will be the primary broker- dealer through which securities transactions in the asset allocation programs will be processed. Clients who want to participate in Osaic Institutions’ asset allocation program are required to utilize Osaic Institutions for these purposes. Osaic Institutions clears its securities transactions on a fully disclosed basis through Pershing. Pershing’s fees for clearing and custody services are included in the client’s advisory fee, although there are other Pershing fees the client will be required to pay. Because our managed accounts direct the use of the broker-dealer, we do not negotiate commissions with other broker-dealers or obtain volume discounts, and our accounts may not necessarily obtain best execution for all transactions. Clients should understand that Osaic Institutions and its IARs have a conflict of interest with respect to transactions effected through Osaic Institutions. IARs may block (or bunch) trades for advisory clients to attempt to achieve the best execution for large orders for an individual account or to obtain a uniform execution price for identical securities across several accounts. Similarly, Osaic Institutions may block the trades for advisory accounts that it manages. All block trades placed will be processed through an average price account. This means that all execution prices for the security bought or sold on that day will be averaged. While the client may not receive the best execution price, the client will also not receive the worst price. Block trading is only available if the client’s account is being managed on a discretionary basis. Block trading does not reduce the client’s transaction costs. Occasionally, a trading error may occur where either we, or the IARs, are at fault. If this occurs in your account, the error will be corrected and your account will be restored to where it would have been had the error never occurred. However, in the process of restoring your account, we may realize a profit or suffer a loss in connection with correcting this error. Neither losses nor gains will be passed on to you. Some of our business operations involve directing clients to products or services of our Related Persons. In that case we or our Related Persons can receive compensation when doing so which results in a conflict of interest. Your IAR, however, does not receive a portion of the compensation paid to us or our Related Persons and therefore does not have a conflict of interest in recommending the use of one of our affiliated companies. As a result of the fact your Advisory Representative is not compensated for directing you to products or services offered by our Related Persons, we believe that the Firm’s conflict of interest is mitigated. The Firm maintains policies and procedures to ensure recommendations made to you are in your best interest . The Firm or its Advisory Representatives may direct you to the following: 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 professional and their clients. Some employees of Highland are also registered with our broker-dealer affiliates. Premier Trust is a Nevada chartered trust company that provides trust, estate planning and administrative services. When making any recommendation, IARs 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. LTCO is a registered broker-dealer. Your IAR can also recommend clients invest in securities issued in an initial public (“new issue”) and secondary offering for which LTCO acts as a manager, an underwriter and/ or a member of the selling syndicate. Osaic Institutions can also act as a member of the selling syndicate. We have a conflict of interest when recommending these securities because: • LTCO receives all or a portion of the concession (the difference between the price paid by the client for the security and the price for which LTCO purchases the security) in connection with such sales. This concession will vary between WealthSelect Program Wrap Fee Program Brochure 19 © Osaic Institutions, Inc.  different offerings. If Osaic Institutions also acts as a member of the selling syndicate, it receives a portion of the concession. If your IAR is also a registered representative, he or she generally receives a portion of this compensation in that separate capacity. Because of our affiliation with LTCO, we have incentives to recommend investments in these initial and secondary offerings for the above reasons rather than based on client needs. To address these conflicts, we have policies and procedures in place to make sure securities in initial public offerings are recommended only to clients for whom they are in the client’s best interest based on client investment objectives and holdings. If securities acquired in initial public and secondary offerings become oversubscribed, we have policies and procedures in place addressing the allocation process under these circumstances. Clients are not obligated to use any LTCO services recommended. LTAM is an SEC registered investment adviser specializing in investment management, market analysis, due diligence, fund selection, asset allocation and diversification strategies. LTAM sponsored programs and their characteristics are more fully described in its disclosure brochures, which are available to any client or prospective client upon request. LTAM offers the Ladenburg Funds (i.e., Ladenburg Income Fund, Ladenburg Income & Growth Fund, Ladenburg Growth & Income Fund, Ladenburg Growth and Ladenburg Aggressive Growth), each of which is an open-end fund; as well as the Total Portfolio Series funds (Collective Investment Trusts) established for retirement plans. Our IARs can recommend clients invest in these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through LTCO, which receives no commissions when executing trades on behalf of the Funds. • LTAM operates $ymbil®, an online, interactive tool designed to assist clients in selecting among the five Ladenburg Funds by using a questionnaire to gauge a client’s time horizon, risk tolerance and investment objectives. A client investment profile is created from the responses to this online questionnaire. LTAM has no discretion over a client’s investments. Our IARs can recommend clients use $ymbil, and if clients implement transactions using $ymbil, both Osaic Institutions and our IARs receive promoter fees. This creates a conflict of interest; however, clients have no obligation to accept any suggestions provided by $ymbil or to invest in any of the Ladenburg Funds. • LTAM offers the Qui(k) program. LTAM serves as the ERISA Section 3(38) investment fiduciary for the plans associated with this program. LTAM has entered into an agreement to provide 3(38) investment fiduciary services to TRG Fiduciary Services, LLC (TRGF). TRGF is the Pooled Plan Provider (PPP) for the Qui(k) platform, TRGF’s Pooled Employer Plan (PEP). LTAM, as well as the other Qui(k) platform service providers, are engaged by TRGF in their capacity as the PPP named fiduciary and PEP plan sponsor. Certain collective investment trusts (“CITs”) managed by LTAM are available as investment options in Qui(k). However, LTAM utilizes a share class that does not pay a fee to LTAM for management of the CIT assets. Employers who participate in Qui(k) will sign a separate agreement engaging TRGF as the PPP. TRGF, LTAM, and Osaic Institutions do not engage in any revenue sharing as a result of this relationship. The specific manner in which fees are charged is established for a client in the client’s written investment advisory agreement. IARs are not acting as a fiduciary for purposes of ERISA when recommending employer participation in Qui(k) versus the other programs or options. We offer clients access to professional third-party money managers that create and implement portfolios with a variety of investment strategies (see Item 4 - Advisory Business for additional information on referrals to third-party money managers). LTAM is among the third-party money managers that can be recommended to clients. Osaic Institutions has a conflict of interest when recommending LTAM to clients. IARs receive compensation that varies depending on the third- party managers recommended. Osaic Institutions earns more total compensation when a client selects LTAM as a third- party manager than we would earn if the client selects certain other unaffiliated third-party managers. Thus, our IARs have a conflict of interest because of an incentive to recommend certain managers over others. We address these conflicts of interest through policies and procedures that, among other things, require IARs to make suitable recommendations, to act as a fiduciary to clients, and to act solely in clients’ best interests. WealthSelect Program Wrap Fee Program Brochure 20 © Osaic Institutions, Inc.  Members of the Osaic Institutions Board of Directors also serve as board members for several of our affiliated companies. There can be a perceived conflict of interest. You should be aware that the Board of Directors does not make decisions for our firm without following the process set forth in our firm’s by- laws. Please refer to Item 4 for information about our recommendations of third-party asset managers (including wrap fee programs) and the conflicts of interest we have in recommending these programs. Osaic Institutions has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits Osaic Institutions employees and IARs to invest for their own personal accounts in the same securities that Osaic Institutions and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. Osaic Institutions addresses this conflict of interest by requiring in its code of ethics that Osaic Institutions employees and IARs report certain personal securities transactions and holdings to Osaic Institutions. Osaic Institutions has procedures to review personal trading accounts for front running. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the code of ethics is available to clients or prospective clients upon request. As part of financial planning and consulting services, an IAR may or may not provide recommendations as to investment products or securities. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to Osaic Institutions and the IAR, this presents a conflict of interest. The compensation to the IAR and Osaic Institutions may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a financial plan or consulting advice be implemented using a certain product or service over another product or service. The client is under no obligation to purchase securities or services through Osaic Institutions and the IAR. If the client decides to implement the recommendations received pursuant to a financial plan or consulting services through an Osaic Institutions advisory program or service, the IAR will provide client at the time of engagement with a Brochure, client agreement and other account paperwork that contain specific information about fees and compensation that the IAR and Osaic Institutions will receive in connection with that program. The Brochures are also available at adviserinfo.sec.gov. If the client desires instead to purchase securities in a brokerage account through IAR acting as a registered representative of Osaic Institutions, Osaic Institutions and IAR will receive brokerage-related compensation for those services, such as commissions and/or trail fees. Osaic Institutions provides information regarding such brokerage compensation at the time of a brokerage transaction and also on its website at osaic.com. When considering whether to implement recommendations received pursuant to a financial plan or consulting services through IAR and Osaic Institutions, clients should discuss with the IAR how Osaic Institutions and IAR will be compensated for any recommendations in the plan. It is important to note that clients are under no obligation to implement recommendations received pursuant to a financial plan or consulting services through Osaic Institutions. Clients should understand that the investment products, securities and services that an IAR recommends as part of financial planning and consulting services are available to be purchased through broker-dealers, investment advisers or other investment firms not affiliated with Osaic Institutions. A portion of the fee to the IAR may be paid by the IAR to his or her Osaic Institutions branch manager or another Osaic Institutions representative for supervision or administrative support. There is a conflict of interest when a branch manager WealthSelect Program Wrap Fee Program Brochure 21 © Osaic Institutions, Inc.  receives a portion of this fee for supervision because the fee affects his or her ability to provide objective supervision of the IAR. Pershing, Osaic Institutions’ clearing broker, offers a collateralized loan program referred to as the LoanAdvanceTM program. Under the LoanAdvance program, clients can collateralize certain investment accounts to obtain a secured loan through Pershing. The IAR has the ability to markup the interest rate charged by Pershing in connection with secured loans obtained through the LoanAdvance program. In addition, Pershing shares revenue with Osaic Institutions and the IAR based on the interest rate and the amount of the outstanding loan. The LoanAdvance program creates a conflict because Osaic Institutions and the IAR have an incentive to recommend that the client utilize the LoanAdvance program and to increase the interest rate that the client pays. Clients are not required to use the LoanAdvance program to obtain a collateralized loan. Clients should be aware that the LoanAdvance program is only one of many ways to obtain a secured loan. Many of Osaic Institutions’ IARs are located in branches of unaffiliated financial institutions, such as banks and credit unions. Many of these financial institutions offer loans that can be collateralized by the client’s securities account with Osaic Institutions. Because the financial professionals are often employees of the financial institutions, they have a conflict because they can be incented to encourage the client to utilize the lending services of the financial institution. Osaic Institutions and its IARs have an interest in continuing to receive investment advisory fees, which gives Osaic Institutions and its IARs an incentive to recommend that clients borrow money rather than liquidate some of their assets managed by Osaic Institutions and the IAR. This incentive creates a conflict of interest for Osaic Institutions and its IARs when advising clients seeking to access funds on whether they should liquidate assets or instead hold their securities investments and utilize a line of credit secured by assets in their account. Because Osaic Institutions and its IARs are compensated primarily through advisory fees paid on clients’ accounts, Osaic Institutions and its IARs also have an interest in managing an account serving as collateral for a loan in a manner that will preserve sufficient collateral value to support the loan and avoid a bank call. This presents a conflict of interest with clients because it could incentivize IARs to invest in more conservative, lower performing investments to maintain the stability of the account. If a client is a participant in an employer-sponsored retirement plan such as a 401(k) plan and decides to roll assets out of the plan into the account, Osaic Institutions and its IARs have a financial incentive to recommend that the client invest those assets in the account, because Osaic Institutions and its IARs will be paid on those assets, for example, through advisory fees. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred to the account, commissions and sales charges will be charged when liquidating such securities prior to the transfer, in addition to commissions and sales charges previously paid on transactions in the plan. Client should understand that Osaic Institutions and its IARs perform advisory and/or brokerage services for various other clients, and that Osaic Institutions and its IARs may give advice or take actions for those other clients that differ from the advice given to the client. The timing or nature of any action taken for the account may also be different. Accounts that participate in the WealthSelect Program are reviewed at least quarterly by the IAR to evaluate consistency of the portfolio with current account investment objectives, target asset allocation and weighting. More frequent reviews can be triggered by significant market or economic factors or changes in the client’s financial situation, large withdrawals or significant deposits, or changes in account objectives, liquidity needs, or risk tolerance. We notify the client periodically to contact the IAR of changes in the client’s financial situation or investment objectives, or any reasonable account restrictions the client wishes to impose or modify. At least annually, the IAR will contact the client to determine if there have been any changes in the account’s financial situation or investment objectives, or if the client wishes to impose or modify any reasonable account restrictions. WealthSelect Program Wrap Fee Program Brochure 22 © Osaic Institutions, Inc.  As a broker-dealer, investment adviser and insurance producer, Osaic Institutions offers a large number of products to our customers. It is important to know that a number of companies whose products are offered through Osaic Institutions pay extra compensation to Osaic Institutions. These companies, referred to as “Product Partners”, include mutual fund companies, insurance carriers, issuers of structured products and issuers of non-traded real estate investment trusts. Product Partners are selected, in part, based on the competitiveness of their products, their technology, their customer service and their training capabilities. Product Partners have more opportunities than other companies to market and educate our IARs on investments and the products they offer. The amount of compensation paid to Osaic Institutions varies by Product Partner. In general, Product Partners may compensate Osaic Institutions by paying (i) a fixed dollar amount or paying a sponsorship fee for an Osaic Institutions event, (ii) a percentage of product sales, (iii) a percentage of customer assets invested in the products, or (iv) a combination of the above. Product Partners pay Osaic Institutions differing amounts of revenue sharing, for which the Product Partner receives different benefits. In addition, Osaic Institutions, Osaic Institutions employees and IARs receive compensation in the form of gifts valued at less than $100 annually, an occasional dinner or ticket to a sporting event, or reimbursement in connection with educational meetings with the IAR, client workshops or events, marketing events or advertising initiatives, including services for identifying prospective clients. Clients of Osaic Institutions do not pay more to purchase the products of Product Partners through Osaic Institutions. This additional compensation to Osaic Institutions creates a conflict and incentive for Osaic Institutions and its IARs to promote Product Partner products over other products. Osaic Institutions manages this conflict by not sharing the identity of the Product Partners with its IARs. Likewise, IARs do not receive additional compensation for selling a Product Partner product, although the IAR may benefit indirectly when Product Partner payments are used to support costs relating to review, marketing and training. Osaic Institutions has entered into referral agreements with independent third-party investment advisers, pursuant to which Osaic Institutions and the IARs receive referral fees from the third-party investment advisers in return for referral of clients. Osaic Institutions refers clients to such firms as BNY Mellon and Willbanks Smith & Thomas. Referrals to certain third-party investment advisers are subject to restrictions imposed by Osaic Institutions. Because Osaic Institutions is engaged by and paid by the third-party investment adviser for the referral, any recommendation regarding a third-party investment adviser as part of a referral presents a conflict of interest. Osaic Institutions addresses this conflict by providing the client with a disclosure statement explaining the role of Osaic Institutions and the IAR and the referral fee received by Osaic Institutions and the IAR. For more information regarding these arrangements, see Item 4 above. Pershing is the clearing firm for Osaic Institutions’ brokerage and advisory business. Pershing provides significant compensation to Osaic Institutions to offset its general operating expenses based on the number of accounts and/or account assets held by Osaic Institutions. Compensation received consists of a fixed dollar amount per account and percentage of net new assets and total assets held in clearing accounts at Pershing. Due to the significant penalties Osaic Institutions would incur if Osaic Institutions terminated the contract with Pershing within the first several years of contract implementation, Osaic Institutions has an incentive to continue with the long-term contracts Osaic Institutions has in place with Pershing. Osaic Institutions, in its capacity as a broker-dealer and member of FINRA, will be the primary broker- dealer through which securities transactions in the asset management program will be processed. Clients who want to participate in Osaic Institutions’ asset management program are required to utilize Osaic Institutions for these purposes. Osaic Institutions clears its securities transactions on a fully disclosed basis through Pershing. Although Pershing’s clearing and custody fees are included in the client’s investment advisory fee, there are other miscellaneous Pershing fees the client will be required to pay. These include ACAT fees, IRA maintenance fees, inactive account fees, account termination fees, paper statement fees, wire transfer fees and other costs and expenses. Pershing shares with Osaic Institutions a portion of the fees you pay to Pershing for certain transactions and services provided to you. In other instances, Osaic Institutions applies its own fee or an additional amount to the fees charged by Pershing (a “markup”). Please see the Schedule of Brokerage Fees for Advisory Services at osaic.com/disclosures for details on all of these fees, and footnote 1, which identifies each specific item which Osaic Institutions marks up. Our financial professionals typically do not receive any part of the revenue generated by these fees. The compensation Osaic WealthSelect Program Wrap Fee Program Brochure 23 © Osaic Institutions, Inc.  Institutions receives in connection with these transactions and services is an additional source of revenue to Osaic Institutions and presents a conflict of interest because Osaic Institutions has a greater incentive to make available, recommend, or make investment decisions regarding investments and services that provide additional compensation to Osaic Institutions over those investments and services that do not. However, this compensation is retained by Osaic Institutions and is not shared with your IAR, so your IAR does not have a financial incentive to recommend transactions and services that trigger this compensation. Please also refer to our Brokerage Account Commission & Fee Schedule located at osaic.com/disclosures to find additional details regarding brokerage and custodial fees. As described above, Osaic Institutions has entered into agreements with various Subscribing Institutions, pursuant to which the IARs may solicit applications from, negotiate with, and sell or offer investment services and products to customers of the Subscribing Institutions during the term of the agreement. Employees of the Subscribing Institutions may refer customers to Osaic Institutions and the Subscribing Institutions may pay them a referral fee under the guidelines of SEC Regulation R. The investment services and products marketed to the customers of Subscribing Institutions are offered and sold exclusively by IARs contracted by Osaic Institutions, who are licensed with the appropriate regulatory authorities pursuant to the applicable state and federal insurance and securities laws and regulations. The Subscribing Institution is compensated by Osaic Institutions in connection with the sales of all securities, insurance products and advisory fees. This referral compensation varies, but in situations where the financial professional is employed by the financial institution, the financial institution typically receives 80% to 95% of the investment advisory fees earned on such services. This range is lower in situations where the financial professional is not an employee of the financial institution, typically between 20% and 50% of the advisory fees. This referral arrangement does not result in any increase in the fees you pay to Osaic Institutions. The financial institution is paid directly by Osaic Institutions for the referral. The Subscribing Institution then shares a portion of the compensation with the IAR. The Subscribing Institution establishes the compensation plan for the IAR, which is subject to approval by Osaic Institutions. The compensation plan determines how the IAR’s compensation is structured and the amount of compensation the IAR will receive. IARs have a financial incentive to recommend a particular service or product if under the compensation plan the recommended product will result in more compensation to the IAR than another product or service, including advisory versus brokerage services. If an IAR is recommending an advisory program or service, he or she must believe that the program or service is suitable and in the best interests of the client. In addition, Osaic Institutions provides other forms of compensation to Subscribing Institutions, such as bonuses, awards or other things of value offered by Osaic Institutions to the institution. In particular, Osaic Institutions pays financial institutions in different ways, including payments based on production, payments in the form of repayable or forgivable loans, payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions, advances of advisory fees, or attendance at Osaic Institutions’ national conference or top producer forums and events. Osaic Institutions pays this compensation based on overall business production and/or on the amount of assets serviced in Osaic Institutions advisory programs. Subscribing Institutions are also eligible to receive compensation from Osaic Institutions in order to assist with offsetting time and expense in coordinating transfers of client accounts from third-party investment platforms to Osaic Institutions’ platform. As a result, the Subscribing Institution and IAR have a conflict of interest and financial incentive for the IAR to recommend the program account and services that will result in the greatest compensation to the Subscribing Institution and the IAR. If Osaic Institutions makes a loan to a new or existing Subscribing Institution, there is also a conflict of interest because Osaic Institutions’ interest in collecting on the loan affects its ability to objectively supervise an IAR at that Subscribing Institution. In addition, Subscribing Institution employees who are not associated with Osaic Institutions often refer prospective customers to IARs working in the Subscribing Institution. These employees frequently receive a nominal referral fee from the Subscribing Institution (typically up to $25) as compensation for each referral. The IAR recommending an advisory service receives compensation, directly from Osaic Institutions or indirectly through a Subscribing Institution, as the case may be. IARs are compensated by Osaic Institutions (directly or indirectly) as independent contractors and not as employees. This compensation includes a portion of the advisory fee and such portion received by IAR may be more than what IAR would receive at another investment adviser firm. Such compensation may WealthSelect Program Wrap Fee Program Brochure 24 © Osaic Institutions, Inc.  include other types of compensation, such as bonuses, awards or other things of value offered by Osaic Institutions or the Subscribing Institution to the IAR. In particular, Osaic Institutions pays its IARs in different ways, for example:  payments based on production  payments in connection with the transition of association from another broker-dealer or investment adviser firm to Osaic Institutions  payments in the form of repayable or forgivable loans  advances of advisory fees reduction or elimination of certain costs or expenses otherwise payable by the IAR   attendance at Osaic Institutions conferences and events. Clients will receive quarterly (or monthly if there is activity in the account during the month) brokerage statements from Pershing showing all activity in the account. In addition, IARs are given access to quarterly performance reports for each account. IARs may or may not forward these performance reports to clients. Clients interested in receiving performance reports should contact their IAR or Osaic Institutions at the address shown on the cover of this Brochure. WealthSelect Program Wrap Fee Program Brochure 25 © Osaic Institutions, Inc.