Overview
- Headquarters
- Scottsdale, AZ
- Total Firm Assets
- $234.9 billion
- Average High-Net-Worth Client Portfolio Size
- $2.0 million
- Minimum Account Size
- $5,500
Fee Structure
Primary Fee Schedule (OSAIC WEALTH, INC ADV PART 2A)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | and above | 3.00% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $30,000 | 3.00% |
| $5 million | $150,000 | 3.00% |
| $10 million | $300,000 | 3.00% |
| $50 million | $1,500,000 | 3.00% |
| $100 million | $3,000,000 | 3.00% |
Clients
- High-Net-Worth Share of Firm Assets
- 48.27%
- Number of High-Net-Worth Clients
- 55,457
- Total Client Accounts
- 850,797
- Discretionary Accounts
- 575,960
- Non-Discretionary Accounts
- 274,837
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Institutional Clients, Pension Consulting, Investment Advisor Selection, Educational Seminars
Regulatory Filings
- SEC CRD Number
- 23131
Additional Brochure: OSAIC WEALTH, INC ADV PART 2A (2026-03-31)
View Document Text
Form ADV
Part 2A
Current as of March 31, 2026
Osaic Wealth, Inc.
© Osaic Wealth, Inc. • 18700 N. Hayden Rd., Suite 255 • Scottsdale, AZ 85255 •
800-821-5100 • osaic.com
This brochure provides information about the qualifications and business
practices of Osaic Wealth, Inc. If you have any questions about the contents of
this brochure, please contact us at (800) 821-5100. Osaic Wealth, Inc. is
registered with the Securities and Exchange Commission (SEC) as a registered
investment adviser. Registration does not imply any level of skill or training. The
information in this brochure has not been approved or verified by the SEC or by
any state securities authority.
Additional information about Osaic Wealth, Inc. is also available on the SEC’s
website at adviserinfo.sec.gov. You can search this site by a unique identifying
number, known as a CRD number. The CRD number for the Firm is 23131.
Osaic Wealth, Inc. IA Brochure – 2025.1
2
Current as of October 20, 2025
Item 2 - Material Changes
This item discusses only specific material changes that are made to this Brochure and provides clients with a
summary of such changes. Osaic Wealth, Inc. filed its last annual amendment to its Form ADV Part 2A Brochure
on March 31, 2025. Since then, the following changes have occurred:
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Item 4 – Updated assets for accounts managed on a discretionary and on a non-discretionary basis
Item 4 – Vision2020 Wealth Management Platform – Unified Managed Account Program – disclosure was
added for Enterprise Strategist Models
Item 4 – Disclosure was added for Osaic CapitalHub – lending solution
Item 5 – Vision2020 Wealth Management Platform – Unified Managed Account Program – disclosure was
added for Enterprise Strategist Models
Item 5 – Disclosure was added to Financial Planning and Consulting Services to describe situations where
these services can exceed limits for certain high net worth individuals and where these services can be
provided at no additional cost to clients
Item 5 – Sweep Program updated with the removal of a money market fund used in the program account
types custodied at NFS
Item 7 – The minimum investment for Vision2020 Wealth Management Platform – Advisor Management
Portfolios Program was lowered to $5,500
Item 8 – Disclosure was added for Artificial Intelligence and Machine Learning
Item 8 – Disclosure was added for Structured Exchange Traded Products
Item 8 – Disclosure was added for Direct Indexing
Item 9 – Two Disciplinary Disclosures were removed because they occurred over 10 years ago and are no
longer material
Item 10 – Disclosure was added for a conflict for incentive to recommend an ETF the firm and affiliates
receives economic benefit
Item 10 – Disclosure was added to disclose the Firm’s affiliation with CW Advisors
Item 14 – Disclosure was added to describe compensation of Advisory Representatives
Item 3 - Table of Contents
Item 2
Material Changes
2
Item 3
Table of Contents
3
Item 4
Advisory Business
4
Item 5
Fees and Compensation
17
Item 6
Performance-Based Fees and Side-By-Side Management
27
Item 7
Types of Clients
28
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
29
Item 9
Disciplinary Information
39
Item 10 Other Financial Industry Activities and Affiliations
41
Item 11
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
45
Item 12
Brokerage Practices
46
Item 13
Review of Accounts
48
Item 14
Client Referrals and Other Compensation
48
Item 15
Custody
52
Item 16
Investment Discretion
53
Item 17
Voting Client Securities
53
53
Item 18
Financial Information
Item 4 - Advisory Business
Osaic Wealth, Inc. is registered as an investment adviser with the Securities and Exchange Commission (“SEC”), SEC File
No. 801-54859, in order to offer investment advisory products and services to its advisory clients. Osaic Wealth, Inc. is also
a member of the Financial Industry Regulatory Authority (“FINRA”) as a broker-dealer engaged in the offer and sale of
securities products. Advisory products and services are offered through certain Financial Advisers (“FAs”) who have
registered as Investment Adviser Representatives (“Advisory Representative”). Registration does not imply a certain level
of skill or training. Osaic Wealth, Inc. is a subsidiary of Osaic, Inc., an indirect wholly-owned subsidiary of Osaic Holdings,
Inc., which is indirectly owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment
fund affiliated with Reverence Capital Partners LLC. RCP Artemis Co-Invest, L.P. is controlled by various other entities
including RCP Artemis Co-Invest GP, LLC, RCP Opp Fund II GP, L.P., RCP Genpar L.P., RCP Genpar Holdco LLC, MRB ICBC
LLC, and The Berliniski Family 2006 Trust.
Osaic Wealth, Inc. the broker-dealer, will henceforth be referred to as “Osaic Wealth”. Osaic Wealth, Inc. the Registered
Investment Adviser, will henceforth be referred to as “we”, “us”, “our” or the “Firm”.
Certain Advisory Representatives provide advisory services and financial planning and consulting services under
Sagemark Consulting, a marketing name used by the Firm.
We have been an SEC Registered Investment Adviser since 1997 and manage, as of December 31, 2025, $161,043,781,269
of assets on a discretionary basis and $73,814,737,471 on a non-discretionary basis.
Each of our Advisory Representatives is permitted to offer all or any combination of the advisory programs described below
to our clients (“you” or “your”).
Vision2020 Wealth Management Platform – Advisor Managed Portfolios Program
The Wealth Management Platform – Advisor Managed Portfolios Program (“Advisor Managed Portfolios”) provides
comprehensive investment management of your assets through the application of asset allocation planning software as
well as the provision of execution, clearing and custodial services through Pershing, LLC (“Pershing”) or National Financial
Services, Inc. (“NFS”).
Advisor Managed Portfolios provides risk tolerance assessment, efficient frontier plotting, fund profiling and performance
data, and portfolio optimization and re-balancing tools. Utilizing these tools and based on your responses to a risk tolerance
questionnaire or other firm-approved means of establishing your risk tolerance, as well as discussions that you and your
Advisory Representative have together regarding, among other things, your personal investment objectives and goals, time
horizon, risk tolerance, account restrictions, needs, personal circumstances and overall financial situation, your Advisory
Representative constructs a portfolio of investments for you. 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.
Each portfolio is designed to meet your individual needs, stated goals and objectives. Additionally, you can elect to place
reasonable restrictions on the types of investments to be held in the portfolio. Restrictions can include requiring your
Advisory Representative to avoid investing in certain industries, companies, securities, or types of securities. There is no
additional charge for applying these types of restrictions to your Advisor Managed Portfolio. If you would like to impose
reasonable restrictions on the management of your Advisor Managed Portfolio, or modify reasonable restrictions that you
have previously imposed, please contact your Advisory Representative.
Clients should expect that the performance of advisory accounts with restrictions will differ from, and may be lower than,
the performance of advisory accounts without restrictions. In addition, the account’s risk profile, sector weights and other
characteristics may differ from advisory accounts without restrictions. The Advisory Representatives and the Firm do not
assume responsibility for investment restrictions that are imposed by the client or any non-client individual or entity,
including clients’ employers, or that are not communicated in writing to and accepted by the Advisory Representatives.
For further Advisor Managed Portfolios details, please see the Advisor Managed Portfolios Wrap Fee Program Brochure.
We provide this brochure to you prior to, or concurrent with your enrollment in Advisor Managed Portfolios. Please read
it thoroughly before investing.
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Vision2020 Wealth Management Platform – AP Schwab Advisor Managed
Por tfolios
The Wealth Management Platform - AP Schwab Advisor Managed Portfolios Program (“AP Schwab Advisor Managed
Portfolios Program”) provides comprehensive investment management of your assets through the application of asset
allocation planning software as well as the provision of execution, clearing and custodial services through Charles Schwab
& Co., Inc. (“Schwab”). This program contains accounts that were assigned to Osaic Wealth as the result of the merger of
American Portfolios Advisors, Inc. into Osaic Wealth in October 2024. It is not open to new accounts and not offered to any
new clients.
AP Schwab Advisor Managed Portfolios provides risk tolerance assessment, efficient frontier plotting, fund profiling and
performance data, and portfolio optimization and re-balancing tools. Utilizing these tools and based on your responses to
a risk tolerance questionnaire or other means of establishing your risk tolerance, as well as discussions that you and your
Advisory Representative have together regarding, among other things, your personal investment objectives and goals, time
horizon, risk tolerance, account restrictions, needs, personal circumstances and overall financial situation, your Advisory
Representative constructs a portfolio of investments for you. 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.
Each portfolio is designed to meet your individual needs, stated goals and objectives. Additionally, you can elect to place
reasonable restrictions on the types of investments to be held in the portfolio. Restrictions can include requiring your
Advisory Representative to avoid investing in certain industries, companies, securities, or types of securities. There is no
additional charge for applying these types of restrictions to your Advisor Managed Portfolio. If you would like to impose
reasonable restrictions on the management of your Advisor Managed Portfolio, or modify reasonable restrictions that you
have previously imposed, please contact your Advisory Representative.
Clients should expect that the performance of advisory accounts with restrictions will differ from, and may be lower than,
the performance of advisory accounts without restrictions. In addition, the account’s risk profile, sector weights and other
characteristics may differ from advisory accounts without restrictions. The Advisory Representatives and the Firm do not
assume responsibility for investment restrictions that are imposed by the client or any non-client individual or entity,
including clients’ employers, or that are not communicated in writing to and accepted by the Advisory Representatives.
For further Advisor Managed Portfolios details, please see the AP Schwab Advisor Managed Portfolios Program Brochure.
Vision2020 Wealth Management Platform - IWS Advisor Managed Portfolios
The Wealth Management Platform - IWS Advisor Managed Portfolios Program (“IWS Advisor Managed Portfolios
Program”) provides comprehensive investment management of your assets through the application of asset allocation
planning software as well as the provision of execution, clearing and custodial services through Fidelity Institutional
Wealth Services. This program contains accounts that were assigned to Osaic Wealth as the result of the merger of Osaic
FA, Inc. into Osaic Wealth, Inc. in January 2025. This program is only being offered through certain Advisory
Representatives that were previously registered with Osaic FA, Inc.
IWS Advisor Managed Portfolios Program provides risk tolerance assessment, efficient frontier plotting, fund profiling and
performance data, and portfolio optimization and re-balancing tools. Utilizing these tools and based on your responses to
a risk tolerance questionnaire or other means of establishing your risk tolerance, as well as discussions that you and your
Advisory Representative have together regarding, among other things, your personal investment objectives and goals, time
horizon, risk tolerance, account restrictions, needs, personal circumstances and overall financial situation, your Advisory
Representative constructs a portfolio of investments for you. 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.
Each portfolio is designed to meet your individual needs, stated goals and objectives. Additionally, you can elect to place
reasonable restrictions on the types of investments to be held in the portfolio. Restrictions can include requiring your
Advisory Representative to avoid investing in certain industries, companies, securities, or types of securities. There is no
additional charge for applying these types of restrictions to your IWS Advisor Managed Portfolio. If you would like to
impose reasonable restrictions on the management of your IWS Advisor Managed Portfolio, or modify reasonable
restrictions that you have previously imposed, please contact your Advisory Representative.
Osaic Wealth, Inc. IA Brochure – 2026.2
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Current as of March 31, 2026
Clients should expect that the performance of advisory accounts with restrictions will differ from, and may be lower than,
the performance of advisory accounts without restrictions. In addition, the account’s risk profile, sector weights and other
characteristics may differ from advisory accounts without restrictions. The Advisory Representatives and the Firm do not
assume responsibility for investment restrictions that are imposed by the client or any non-client individual or entity,
including clients’ employers, or that are not communicated in writing to and accepted by the Advisory Representatives.
For further IWS Advisor Managed Portfolios details, please see the IWS Advisor Managed Portfolios Program Brochure.
Vision2020 Wealth Management Platform – Unified Managed Account Program
The Wealth Management Platform – Unified Managed Account Program (“UMA”) provides you with the opportunity to
invest your assets across multiple investment strategies and asset classes by implementing an asset allocation strategy.
UMA is a Wrap Account program that offers these advisory services along with brokerage and custodial services for a single,
annual, asset-based advisory fee.
After you discuss your financial goals and objectives with your Advisory Representative, a recommendation to an asset
allocation model (“UMA Model”) will be made to you which will consist of:
1.
Investment strategies serviced and created by investment managers and/or your Advisory Representative that
generally consist of a selection of mutual funds, exchange traded products, equities, and or bonds;
2. Mutual funds and ETFs (“Funds”); or
3. A combination of the preceding bundled together in an investment asset allocation model.
Your Advisory Representative will recommend a UMA Model to you based on your responses to a risk tolerance
questionnaire (or other means of establishing your risk tolerance) and discussion that your Advisory Representative and
you have together regarding among other things, your personal investment objectives and goals, time horizon, risk
tolerance, account restrictions, needs, personal circumstances and overall financial situation. In addition, you can place
reasonable restrictions on investments held within your UMA account. With your prior approval, your Advisory
Representative can also allocate all or a portion of your assets in the UMA Program to one or more proprietary models
created and managed by financial professionals who are associated with the Firm as Advisory Representatives (“Enterprise
Strategist Models”). Except for initial allocations to Enterprise Strategist Models (if applicable), all recommendations in the
UMA are made on a discretionary basis, which means your Advisory Representative can act without your prior approval.
For further UMA details, please refer to The Wealth Management Platform – Unified Managed Account Wrap Fee Program
Brochure. We provide this brochure to you prior to or concurrent with your enrollment in UMA. Please read it thoroughly
before investing.
Vision2020 Wealth Management Platform - AP Schwab Unified Managed Account
s
The Wealth Management Platform - AP Schwab Unified Managed Accounts Program (“AP Schwab Unified Managed
Accounts Program “) provides you with the opportunity to invest your assets across multiple investment strategies and
asset classes by implementing an asset allocation strategy. AP Schwab Unified Managed Account Programs is a Wrap
Account program that offers these advisory services along with brokerage and custodial services for a single, annual, asset-
based advisory fee. This program contains accounts that were assigned to Osaic Wealth as the result of the merger of
American Portfolios Advisors, Inc. into Osaic Wealth in October 2024. It is not open to new accounts and not offered to any
new clients.
After you discuss your financial goals and objectives with your Advisory Representative, a recommendation to an asset
allocation model (“UMA Model”) will be made to you which will consist of:
1.
Investment strategies serviced and created by investment managers and/or your Advisory Representative that
generally consist of a selection of mutual funds, exchange traded products, equities, and or bonds;
2. Mutual funds and ETFs (“Funds”); or
3. A combination of the preceding bundled together in an investment asset allocation model.
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Current as of March 31, 2026
Your Advisory Representative will recommend a UMA Model to you based on your responses to a risk tolerance
questionnaire (or other means of establishing your risk tolerance) and discussion that your Advisory Representative and
you have together regarding among other things, your personal investment objectives and goals, time horizon, risk
tolerance, account restrictions, needs, personal circumstances and overall financial situation. In addition, you can place
reasonable restrictions on investments held within your AP Schwab Unified Managed Accounts Program account. All
recommendations in the AP Schwab Unified Managed Accounts Program are made on a discretionary basis, which means
your Advisory Representative can act without your prior approval.
For further UMA details, please refer to AP Schwab Unified Managed Accounts Program Wrap Fee Program Brochure.
Vision2020 Wealth Management Platform - IWS Unified Managed Accounts
The Wealth Management Platform - IWS Unified Managed Accounts Program (“IWS Unified Managed Accounts Program”)
provides you with the opportunity to invest your assets across multiple investment strategies and asset classes by
implementing an asset allocation strategy. IWS Unified Managed Account Programs is a Wrap Account program that offers
these advisory services along with brokerage and custodial services for a single, annual, asset-based advisory fee. This
program contains accounts that were assigned to Osaic Wealth as the result of the merger of Osaic FA, Inc. into Osaic Wealth,
Inc. in January 2025. This program is only being offered through certain Advisory Representatives that were previously
registered with Osaic FA, Inc.
After you discuss your financial goals and objectives with your Advisory Representative, a recommendation to an asset
allocation model (“UMA Model”) will be made to you which will consist of:
1.
Investment strategies serviced and created by investment managers and/or your Advisory Representative that
generally consist of a selection of mutual funds, exchange traded products, equities, and or bonds;
2. Mutual funds and ETFs (“Funds”); or
3. A combination of the preceding bundled together in an investment asset allocation model.
Your Advisory Representative will recommend a UMA Model to you based on your responses to a risk tolerance
questionnaire (or other means of establishing your risk tolerance) and discussion that your Advisory Representative and
you have together regarding among other things, your personal investment objectives and goals, time horizon, risk
tolerance, account restrictions, needs, personal circumstances and overall financial situation. In addition, you can place
reasonable restrictions on investments held within your Fidelity IWS Unified Managed Accounts Program account. All
recommendations in the IWS Unified Managed Accounts Program are made on a discretionary basis, which means your
Advisory Representative can act without your prior approval.
For further UMA details, please refer to IWS Unified Managed Accounts Program Wrap Fee Program Brochure.
Signator Managed Account Platform
In November 2018, Signator Investors, Inc., was acquired by Osaic, Inc. and merged into Osaic Wealth, Inc. Signator
Investors, Inc. was dually registered as a registered investment adviser with the SEC and as a broker-dealer with the FINRA.
As a result of the acquisition, the Firm and Osaic Wealth have replaced Signator Investors, Inc. as the registered investment
adviser and broker-dealer, respectively, on all Signator Managed Account Platform accounts transferred due to the
acquisition. The Signator Managed Account Platform accounts (“Transferred Accounts”) are only available to clients who
are already invested in them and they are not being offered to new clients or accounts.
If you have assets in one of the Transferred Accounts, the Signator Managed Account Platform programs provide you with
investment advisory and brokerage execution services for an all-inclusive fee through an arrangement with Envestnet
Asset Management, Inc. (“Envestnet”), an unaffiliated SEC-registered investment advisor that provides investment
management and investment advisory services. Envestnet’s technology has assessed and assisted your Advisory
Representative in determining your risk tolerance.
Based upon your risk tolerance, the Signator Managed Account Platform utilizes a system that assists your Advisory
Representative in selecting investment products, investment managers, program account types and/or asset allocation that
align(s) with your risk tolerance.
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Each of our Advisory Representatives negotiates his or her own account fee schedule. The account fees paid by client
include portions paid to your Advisory Representative, as well as to the Firm, the custodian, and the Third-Party Money
Managers selected. Advisory Fees are set independently regardless of manager selected. Mutual funds and ETFs 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).
For complete fee details, please see the Signator Managed Account Platform program brochure.
Plan Participant Retirement Program
Through the Plan Participant Retirement Program, the Firm and Advisory Representative offer investment advisory
services to participants with retirement plan account assets in an employer sponsored retirement plan (Plan).
Under the Plan Participant Retirement Program, you elect to have your Advisory Representative manage your
contributions to the Plan, any contributions by your employer or Plan sponsor on your behalf and any other additions to
the Plan on behalf of or attributable to you (collectively, Plan Assets). Through your Advisory Representative, the Firm
provides advice with respect to Plan Assets in your account only, including additions, substitutions and proceeds. The Firm
is not responsible for the actions or non-actions of predecessor investment advisors, managing any assets other than the
Plan Assets allocated to your account or the administration of the Plan. In managing your account, your Advisory
Representative will, but is not required to, consider any other securities, cash or other investments owned by you.
In this program, your Advisory Representative will provide investment management services utilizing the investment
options available within your account. Your employer that sponsors your retirement plan is responsible for determining
the investment options that are available within your plan account. You maintain the ability to impose reasonable
restrictions on the management of your account, including the ability to instruct us to not purchase certain investments or
securities. Your Advisory Representative will contact you at least annually to discuss any changes or updates regarding
your financial situation, risk tolerance, investment objectives, investment time horizon or restrictions you may wish to
impose on the account.
At no time will the Firm act as custodian of the Plan or have direct access to the Plan’s funds and/or securities. The Plan’s
custodian (as selected by the Plan Sponsor) maintains custody of all Plan Assets in your account and will process the orders
for securities transactions in your account in its broker-dealer capacity as your Advisory Representative enters such orders.
The client agreement can be terminated at any time for any reason; however, services will continue until either party gives
written notice of termination to the other party. Closing the account causes the agreement to be terminated. Termination
is effective upon receiving notice, although transactions in progress will be completed in the normal course of business.
Terminating the agreement will not affect either party’s liabilities or obligations arising out of transactions initiated prior
to termination or the provisions regarding arbitration, all of which will survive any expiration or termination of the
agreement.
Upon termination, you will have the exclusive responsibility to monitor the securities in your account, and we will have no
further obligation to act or provide investment services with respect to those assets. If you terminate the agreement within
5 business days of signing it, you will receive a full refund of all fees and expenses. If the agreement is terminated more
than 5 days after its execution, any prepaid, unearned management fees will be calculated and promptly refunded based
upon the number of days remaining in the billing period after the termination date.
Your employer that is sponsoring your retirement plan is responsible for negotiating and determining all fees, costs, and
expenses associated with your retirement plan, including, but not limited to, transaction, trading, and execution fees,
brokerage service charges, and custodial costs. Except for the Advisor Fee, your Advisor Representative does not or does
not help with negotiating or controlling any of the fees, costs, and expenses notated above.
Please see your retirement plan account-opening documentation, including any related transaction, trading, execution, and
brokerage service fee schedules, for additional information on applicable fees, costs, and expenses. Please also see the
prospectuses and other disclosure documents for each of the investment options available within your retirement plan for
information regarding the fees, costs, and expenses related to purchasing, holding, and selling particular investment
options, including, but not limited to, 12b-1 fees and other money market and mutual fund expenses.
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Third -Party Advisory Services
The Firm can also offer you the services of various Third-Party Money Managers (“Third-Party Money Managers” or
“TPMMs”) for the provision of certain investment advisory programs including mutual fund wrap and separately managed
account programs. In doing so, we act in a “co-advisory” or, in certain circumstances, “promoter” capacity.
Osaic Wealth does not serve as broker-dealer for your Third-Party Money Manager account except for certain Morningstar
Investment Services accounts detailed below.
When acting in a co-advisory capacity, the Firm and the Third-Party Money Manager are jointly responsible for the ongoing
management of your account. In connection with this arrangement, your Advisory Representative will provide assistance
in the selection and ongoing monitoring of a particular Third-Party Money Manager. Factors we consider in the selection
of a particular Third-Party Money Manager include, but are not limited to:
1. our assessment of a particular Third-Party Money Manager;
2. your risk tolerance, goals, objectives and restrictions, as well as investment experience; and
3.
the assets you have available for investment.
The Firm’s role in these relationships is limited as one that monitors Third-Party Money Managers’ investment strategies
generally as part of its initial and annual diligence of Third-Party Money Managers. In this case, the Firm does not exercise
discretion in selecting, holding or selling portfolio investments.
Third-Party Money Managers have differing minimum account requirements and a variety of fee ranges. Each manager’s
advisory services, fees and expenses, program termination and other information are set forth in their disclosure
brochures, client agreements, account opening documents and applicable fund prospectuses. The fees charged by Third-
Party Money Managers who offer their programs directly to you may be more or less than the combined fees charged by
the Third-Party Money Manager and us for our participation in the investment programs.
Your Advisory Representative will assist you in opening an account and, when doing so, you will execute an agreement
directly with the selected TPMM. Most TPMMs assume limited discretionary authority over your account, meaning that the
selected TPMM has the authority to purchase and sell securities in your account without contacting you or your Advisory
Representative first. Some TPMMs may allow you to impose restrictions on investing in specified securities or types of
securities. In addition to the advisory relationship that you will have with these Third-Party Money Managers, you will also
enter into an advisory relationship with us by signing our client agreement. If you are interested in learning more about
these services, please note that a complete description of the programs, services, fees, payment structure and termination
features are available via the applicable Third-Party Money Manager’s disclosure brochures, investment advisory
contracts, and account opening documents. You should know that the services provided by us through the use of Third-
Party Money Managers are under certain conditions directly offered by them to you. Not all TPMMs are open to all Advisory
Representatives, as some are available on a limited basis, for the most part, as the result of transitions and our Firm’s
growth.
Your Advisory Representative can also act purely in a promoter capacity when referring you to a TPMM. When acting as a
promoter for the TPMM program, the Firm and your Advisory Representative do not provide advisory services in relation
to the TPMM program. Instead, your Advisory Representative will assist you in selecting one or more TPMM programs. The
TPMM will be responsible for assessing the suitability of their investment recommendations against your risk profile. Your
Advisory Representative is compensated for referring you to the TPMM program. This compensation generally takes the
form of the TPMM sharing a percentage of the advisory fee you pay to the TPMM. When we act as a promoter for a TPMM
program, you will receive a written promoter disclosure statement describing the nature of our relationship with the TPMM
program, if any; the terms of our compensation arrangement with the TPMM program, including a description of the
compensation that we will receive for referring you to the TPMM program. Please consult the applicable Third-Party Money
Manager’s agreement for further information.
The Firm also offers clients access to the SEI Investments Management Corporation (“SEI”) Mutual Fund Asset Allocation
Program. This program offers clients access to actively managed asset allocation portfolios comprised exclusively of no-
load mutual funds advised by SIMC (“SEI Funds”). The asset allocation portfolios are constructed and maintained by SIMC
based on its capital market assumptions and other criteria SIMC, in its sole discretion, determines is relevant. The Advisory
Representatives assist clients in selecting a specific asset allocation portfolio that is appropriate for the client based on
information the client supplies in response to an investment questionnaire. The client directs the Advisory Representative
Osaic Wealth, Inc. IA Brochure – 2026.2
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to instruct SEI to purchase and sell SEI Funds pursuant to the asset allocation portfolio and rebalancing parameters selected
by the client. In this program, SEI does not serve in a co-adviser or promoter capacity, the Firm serves as the sole investment
adviser to your account.
The amount of compensation received by the Firm and your Advisory Representative from a particular TPMM could be
higher than the compensation received from another TPMM. This is because compensation structures vary by product type
as well as TPMM programs provided. This results in a conflict of interest because your Advisory Representative has a
financial incentive to recommend one TPMM program over another in order to receive greater compensation. There may
be other suitable TPMM programs that may be more or less costly. If you would like additional information on costs of
TPMM programs chosen for you, please discuss with your Advisory Representative.
Trading by Third-Party Money Managers sometimes trigger wash sale rule implications. A wash sale occurs when a security
is sold at a loss and then the same or substantially identical security is repurchased within a short time period. The Third-
Party Money Manager cannot necessarily manage accounts in a manner to avoid wash sale implications. You are
encouraged to consult with a tax advisor to discuss any tax implications involving your portfolios in these and in all advisory
programs.
Schwa b Managed Account Marketplace
The Firm has an agreement with Charles Schwab & Co., Inc. (“Schwab”) that allows certain Advisory Representatives to
utilize the Schwab Managed Account Marketplace (“Marketplace”) to find an appropriate TPMM for clients. If a TPMM is
recommended to the client through the program, we will assist in gathering information pertaining to the client’s financial
situation, investment objectives, and reasonable restrictions to be imposed upon the management of the account. Clients
should refer to the Marketplace agreement and the TPMM’s disclosure documents for more information. This service
applies to certain accounts assigned to Osaic Wealth as the result of the merger of American Portfolios Advisors, Inc. into
Osaic Wealth in October 2024. It is not open to new accounts and not offered to any new clients.
Ladenburg Thalmann Asset Management Inc.
- Investment Consultant Services Program
The Firm allows our Advisory Representatives to offer the Ladenburg Thalmann Asset Management Inc. (LTAM) sponsored
Investment Consultant Services (“ICS”) Program to clients. The program is co-advisory with LTAM and the Firm sharing
advisory responsibilities. Osaic Wealth serves as broker-dealer for these accounts on the NFS and Pershing platforms.
Through this program, the Firm and your Advisory Representative assists the client in selecting LTAM as a money manager
and determining the client’s risk tolerance. LTAM will choose one or more managers available through the ICS program
(“ICS Managers”), which may include LTAM, to provide discretionary management services for the client’s account.
LTAM is affiliated with the Firm. Refer to Item 10, Other Financial Industry Activities and Affiliations, for additional
information.
A complete description of the programs, services, fees, payment structure and termination features are available via
LTAM’s Form ADV 2A and/or applicable wrap fee brochures, investment advisory contracts, and account opening
documents.
Morningstar Investment Services, LLC
The Firm has an agreement with Morningstar Investment Services, LLC (“Morningstar”) that allows its Advisory
Representatives to offer the Morningstar Managed Portfolios Program as a TPMM to clients. Osaic Wealth serves as broker-
dealer for certain Morningstar accounts that were transitioned from Signator Investors, Inc. In these instances, the Firm
receives a fee of 10 basis points (.10%) for providing administrative services. Osaic Wealth does not serve as a broker-
dealer for any new Morningstar accounts offered.
Signature Investment Advisors, LLC
The Firm has an agreement with Signature Investment Advisors, LLC (“SIA”) a Registered Investment Adviser. The
agreement allows the Firm’s Advisory Representatives to offer the Signature Allocation Series to clients in a promoter
capacity. As a promoter of SIA’s services, the Firm introduces potential advisory clients to SIA in exchange for a fee. The
Firm receives a fee of up to 10 basis points (.10%) on client assets for referring clients to SIA.
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Financial Planning and Consulting Services
The Firm offers financial planning and consulting services that are tailored to specific client needs. The scope of the services
provided by the Advisory Representative varies and is determined during discussions between the client and the Advisory
Representative and is documented in the financial planning or consulting agreement signed by the client prior to the
services being provided.
Financial planning and consulting services offered by the Firm range from comprehensive financial planning to consulting
on specific topics, including, but not limited to, retirement planning, education planning, estate planning, risk management,
business succession planning, and investment planning. If you receive comprehensive financial planning services through
the Firm, your Advisory Representative will work with you to prepare a written financial plan that covers a review of your
financial circumstances, financial goals and a written report of recommendations. The services to be provided with this
offering will be documented in a Financial Planning and Consulting Services Agreement.
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. Clients are not obligated to implement financial planning or consulting recommendations through the Firm.
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 or 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 Wealth 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 Wealth 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.
Certain financial planning and consulting services are not available through all Advisory Representatives. Clients should
contact their Advisory Representative for additional information on available services in the financial planning and
consulting services offering.
Seminars
Our Advisory Representatives are permitted to hold investment-related seminars and/or educational events for 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 Advisory Representative(s) in an effort to
obtain personalized investment advice.
Non -Discretionary Investment Advisory Services
Our Non-Discretionary Investment Advisory Services (“Non-Discretionary Services”) are available on a one-time, ongoing,
or periodic basis for one or more of the following Non-Discretionary Services.
1.
Investment Portfolio Monitoring. We will monitor your portfolio(s) and provide investment advice on a non-
discretionary basis to you through mail, phone or email communication. Investment advice is provided on any or
all of the following: asset allocation, investment portfolio construction, investment selection, investment adviser
retention or other services as agreed upon by both parties.
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2. Review of Accounts. We will perform an annual review and consultation of your account. Such review and
consultation typically contain advice regarding recommended changes to your investments and recommendations
for implementation of proposed changes.
Retirement Plan Consulting Services
The Firm offers retirement consulting services to employee benefit plans (collectively, “Plans”) and their fiduciaries. The
services are designed to assist the plan sponsor (the “Company”) in meeting its management and fiduciary obligations to
the Plan under the Employee Retirement Income Security Act (“ERISA”). Retirement plan consulting services are provided
pursuant to a retirement plan consulting services agreement, and will consist of general or specific advice, that includes
services other than investment advisory services. The Firm also offers retirement plan consulting services to non-ERISA
plans. Retirement plan consulting services include one or more of the following:
1. Plan Set Up: Your Advisory Representative will assist you with the initial set up of a new Plan on a record-keeping
platform.
2. Plan Conversion: Your Advisory Representative will assist you with converting a Plan from an existing record-
keeping platform to a new record-keeping platform.
3. Recommend and monitor investment options: Your Advisory Representative will assist you by periodically
reviewing (at least annually) the investment options of the Plan’s investment menu and, when warranted,
recommend possible change in investment option(s).
4. Plan Performance Review: Your Advisory Representative will assist you by conducting a periodic review (at least
annually) to assist you with determining whether the terms of the Plan and the design are meeting your needs and
those of the Plan’s participants.
5. Benchmarking of the platform, fees and services: Your Advisory Representative will assist you by periodically
reviewing and benchmarking the Plan’s fees, services and investments.
6. Plan Compliance Review: Your Advisory Representative will conduct a periodic review (at least annually) of
specific Plan items as determined by the Plan and advise the Plan whether it is operating in accordance with Plan
documents and applicable provisions of ERISA as it relates to the specific items.
7. Participant Education Services: Your Advisory Representative will coordinate and/or conduct periodic
investment, enrollment and/or retirement education meetings for Plan participants as determined by the Plan.
8. Self-Directed Brokerage Account (“SDBA”) Education: Your Advisory Representative will, to the extent directed
by the Responsible Plan Fiduciary, conduct periodic employee investment education meetings with respect to
implementing trades through the SDBA.
There is opportunity for the Company to engage us to provide a review of executive benefits, for separate compensation.
We will determine with the Company in advance the scope of services to be performed and the fees for all requested
services. Prior to engaging us to provide consulting services, the Company will be required to enter into a written
agreement with us setting forth the terms and conditions of the engagement, describing the scope of the services to be
provided, and the relevant fees and fee-paying arrangements. The services outlined above that we provide are explained
in more detail in the written agreement. We will also provide additional disclosures about our services and fees, where
required by ERISA.
When we perform the agreed upon services, we will not be required to verify the accuracy or consistency of any information
received from the Company. We will serve in a non-discretionary ERISA fiduciary capacity with respect to some but not all
of the services that we provide which will be further explained in the written agreement we sign with the Company. The
Company is always free to seek independent advice about the appropriateness of any recommendations made by us.
The agreement we sign with the Company includes the disclosures required of Advisory Representative under Section
408(b)(2) of ERISA, in particular, (i) the services to be provided by Advisory Representative,(ii) the extent to which
Advisory Representative is acting as a fiduciary, (iii) the compensation to be received by Advisory Representative, and the
manner of receipt of that compensation, and (iv) any fees payable on termination of the agreement. Advisory
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Representative 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 Advisory Representative. Pursuant to the agreement, Advisory
Representative 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 may also act as a 3(38) Investment Manager in our stead.
Our Fiduciary Acknowledgement
When the Firm and your financial professional provide “investment advice” within the meaning of Title 1 of the Employee
Retirement Income Security Act and/or the Internal Revenue Code (“Retirement Laws”) to you regarding your retirement
plan account or individual retirement account (“Retirement Account(s)”), we are fiduciaries under the Retirement Laws
with respect to such investment advice. The way we make money creates certain conflicts with your interests, so we
operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under
these requirements, when providing certain investment recommendations, we must:
• Meet a professional standard of care (give prudent advice);
•
Not put our financial interests ahead of yours;
•
Avoid misleading statements about our conflicts of interest, fees, and investments;
•
Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•
Charge no more than what is reasonable for our services; and
•
Give you basic information about our conflicts of interest.
Rollovers and Transfers from an Employer Sponsored Plan
We may provide (1) general information and education to you about the factors to consider when deciding whether to
move retirement assets to the Firm, or (2) a recommendation that you roll or transfer assets out of an employer sponsored
plan to the Firm. If we provide you with a recommendation to roll assets out of an employer plan, you understand and agree
that our analysis of the costs and services of your retirement plan, as compared to the costs and services the Firm provides,
depends on the information you provide to us (or in certain circumstances, information we obtain from third parties about
the plan (or similar types of plans)). You are responsible for updating us promptly if your investment objectives, risk
tolerance, and financial circumstances change.
Transfer of Individual Retirement Account (“IRA”) to IRA
If your financial professional makes a recommendation that you move assets from an IRA at another financial institution
to the Firm, he or she is required to consider, based on the information you provide, whether you will be giving up certain
investment-related benefits at the other financial institution, such as the effects of breakpoints or rights of accumulation
and has determined that the recommendation is in your best interest because (1) greater services and/or other benefits
(including asset consolidation and holistic advice and planning) can be achieved with the Firm IRA; and (2) the costs
associated with the Firm IRA are justified by these services and benefits.
Limitations to our Acknowledgment of Fiduciary Status
This acknowledgment of status under the Retirement Laws does not create or expand any “fiduciary” relationship, capacity
or obligations of the Firm and your financial professional under any federal or state laws, other than the Retirement Laws.
There are many communications and recommendations that are not considered to be fiduciary “investment advice” under
the Retirement Laws (which are subject to change). For additional information please refer to our Fiduciary
Acknowledgement available at osaic.com/disclosures.
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Our Material Conflicts of Interest
Our material conflicts of interest are described in this brochure. Investment advisory, financial planning, or retirement
service recommendations as described above may pose a conflict between the interests of the Firm and the interests of
clients. For example, a recommendation to engage the Firm for investment advisory services or to increase the level of
investment assets with the Firm, including through rollovers or other transfers of retirement plan accounts or IRAs, would
pose a conflict, as it would increase the advisory fees paid to the Firm.
You are not obligated to implement any recommendations made by the Firm or maintain an ongoing relationship with the
Firm. If a client elects to act on any of the recommendations made by the Firm, the client is under no obligation to execute
the transaction through the Firm. Certain of our Advisory Representatives, in addition to being investment adviser
representatives of the Firm, may also be registered representatives of Osaic Wealth. We encourage you to review the Osaic
Wealth, Inc. Broker-Dealer Firm Brochure located at osaic.com/disclosures which describes the material conflicts of
interest associated with those brokerage services.
Advisory Services vs. Brokerage Services
In most cases, the total compensation that our Firm receives for providing investment advisory services is more than it
receives for providing brokerage services. Also, the advisory fees you would pay to us in an investment advisory account
do not decrease even when the level of investment trading activity in your advisory account is low. Both our Firm and our
individual Advisory Representatives typically make more money if you choose an advisory account over a brokerage account
with the Firm. Thus, we and your Advisory Representative have a financial incentive to encourage you to select an advisory
account over a brokerage account with the Firm.
Rollovers and Account Type Changes
Regardless of the investments and services you select, the Firm will make more money if you roll over assets from a
retirement plan or IRA for which we do not provide services, to a retirement plan or IRA for which we do provide services,
whether the rollover is from (1) a plan to an IRA, (2) an IRA to an IRA, (3) a plan to another plan, or (4) an IRA to a plan (as
those terms are described above). As noted above, Advisory Representatives are typically compensated in part based on
the total advisory fee and commission revenues they generate for our Firm. Therefore, both our Firm and Advisory
Representatives have financial incentives to recommend plan and/or IRA rollovers to plans and IRAs serviced by us. You
are under no obligation, contractually or otherwise, to complete the rollover. Furthermore, if you do complete the rollover,
you are under no obligation to have the assets in an IRA managed by us.
Some of our Advisory Representatives are not licensed to provide brokerage services (i.e., through Osaic Wealth or
otherwise) at all. Thus, our Firm and such Advisory Representatives often have additional incentives to recommend that
clients roll over or transfer (or otherwise convert) brokerage accounts held at other financial institutions (which may be
IRAs, retirement plan accounts or other types of brokerage accounts) to advisory accounts with our Firm.
Other Services
In addition to the retirement plan consulting services referenced above, some clients may be allowed to maintain current
retirement plan consulting services that were previously offered. Please refer to the Retirement Plan Consulting Services
Agreement for the initial service chosen for your account.
Annuities
We, through our Advisory Representatives, provide advice on the purchase and sale of annuities and provide discretionary
or non-discretionary advisory services for asset allocations in annuity subaccounts or crediting strategies. Complete terms
and conditions with respect to each annuity will be disclosed in the annuity company’s prospectus, other offering
documents, and in the annuity contract. Please refer to the annuity’s prospectus, other offering documents, and in the
annuity contract for additional information and full details related to internal expenses and fees of the annuity.
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Alternative Investments and CAIS
The Firm has contracted with CAIS Capital, LLC and Capital Integration Systems LLC (collectively “CAIS”) and has granted
Advisory Representatives 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.
The Firm relies on the due diligence provided by CAIS related to the offerings available on the platform. Only Firm-approved
alternative investments 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 our Firm’s conferences for our Advisory Representatives. 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.
The fee billing calculation uses this data to calculate the Program Fee (as defined below in Item 5 Fees and Compensation).
Please refer to Item 5 Fees and Compensation for additional information on fee calculation.
Donor Advised Funds ( “DAF s”)
The Firm offers donor-advised-funds (“DAFs”), 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.
Lending Services
Securities Backed Line of Credit (“SBLOC ”) / Non -Purpose Loans
The Firm 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.
The Firm 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. For any SBLOCs
through Schwab as custodian, the Firm will not receive compensation. 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
the Firm has a financial incentive for the client to select a lender that pays compensation to the Firm over one that does
not, and an incentive for the client to maintain outstanding loans through the program. However, the Firm does not share
this compensation with its Advisory Representatives. The Firm 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 the Firm, when it could be in a client’s best interest to sell such assets instead of using them as
collateral for a loan. The Firm 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 the Firm.
Prior to establishing an SBLOC, you should carefully review the disclosure form provided by the Firm.
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Margin Loans
As a broker-dealer, Osaic Wealth can arrange for its clearing brokers/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 Wealth or its
clearing brokers/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 Wealth 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.
The Firm has a conflict of interest in recommending to you a margin loan through Pershing or NFS because Osaic Wealth
(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, the Firm’s conflict of interest to you is mitigated since your Advisory
Representative does not receive additional compensation for recommending to you the use of margin. The Firm 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 Wealth.
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.
Osaic CapitalHub
The Firm offers a lending services platform, Osaic CapitalHub (“CapitalHub”), through a strategic relationship with
Community Capital Technology (“CCT”), a third-party technology provider that operates a digital loan marketplace.
CapitalHub is designed to provide the Firm’s Advisory Representatives with access to a network of participating lenders,
including banks, credit unions, and financial institutions, for the benefit of their clients seeking debt capital. The funding
and administration of all loans is undertaken by separate and unaffiliated financial institutions.
Through the CapitalHub platform, Advisory Representatives of the Firm refer clients to CCT, which has formed partnerships
with certain loan providers (“Partnered Lenders”) to offer loan terms based on information submitted through the
platform. All lending terms, underwriting decisions, and loan agreements are solely the responsibility of the Partnered
Lender and the Client. For its services and for making the CapitalHub platform available, the Firm is paid a referral fee
based on the amount and conditions of loans provided to clients. This fee creates a conflict of interest because the Firm has
a financial incentive to promote the use of CapitalHub to Advisory Representatives and to clients. Advisory Representatives
do not receive a portion of this referral fee.
In some cases, Advisory Representatives of the Firm are employees of, or provide advisory services on the premises of a
Partnered Lender. Osaic maintains networking arrangements with financial institutions, like banks and credit unions, that
allow certain financial institution employees and other Advisory Representatives to offer investment advisory services on
the premises of the financial institutions. An Advisory Representative located on the premises of a Partnered Lender has a
potential conflict of interest when the Advisory Representative encourages clients to obtain a loan through their employing
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institution. If your Advisory Representative is an employee of and/or provides services on the premises of a Partnered
Lender, the Partnered Lender has a financial incentive for the Advisory Representative to favor loan offers provided by
such Partnered Lender.
Clients are under no obligation to use Capital Hub or any of its services and can seek financing options independently from
other providers.
Item 5 - Fees and Compensation
Vision2020 Wealth Management Platform – Advisor Managed Portfolios Program
We offer Advisor Managed Portfolios as an account where no separate transactions charges apply and a single fee is paid
for all advisory services and transactions (“Wrap Account”).
We also offer Advisor Managed Portfolios with separate advisory fees and transaction charges (“Non-Wrap Account”). As
such, in addition to the monthly or quarterly client fee described below for advisory services, you will also pay separate
per-trade transaction charges.
You will pay a monthly or quarterly total client 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 preceding calendar month or quarter or on the average daily value of your
account of the preceding month or quarter. Your client fees are negotiable and will be debited from your account by our
custodian. If you terminate your participation in this program, you will be entitled to a pro-rata refund of any prepaid
monthly or quarterly client fees based upon the number of days remaining in the month or quarter after the date upon
which the notice of termination is received.
Each of our Advisory Representatives negotiates his or her own client fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the client
fees (for more information on these fees, see the applicable fund prospectus).
Some Fund fees include 12b-1 fees which are internal distribution fees assessed by the Fund, all or a portion of which are
paid to the distributor(s) of the Funds. The Firm and your Advisory Representative do not retain 12b-1 fees paid by the
Funds.
In certain instances, there is an opportunity to be eligible to purchase certain mutual funds and ETFs without incurring
transaction charges subject to certain conditions. For details, please refer to Item 4 (No Transaction Fee Programs) of the
Advisor Managed Portfolios wrap fee brochure.
For complete fee details, please see the Advisor Managed Portfolios Wrap Fee Program Brochure.
Vision2020 Wealth Management Platform - AP Schwab Advisor Managed
Portfolios
AP Schwab Advisor Managed Portfolios exists as an account where no separate transactions charges apply and a single fee
is paid for all advisory services and transactions (“Wrap Account”). This program contains accounts that were assigned to
Osaic Wealth as the result of the merger of American Portfolios Advisors. Inc. into Osaic Wealth in October 2024. It is not
open to new accounts and not offered to any new clients.
AP Schwab Advisor Managed Portfolios also exists with separate advisory fees and transaction charges (“Non-Wrap
Account”). As such, in addition to the monthly or quarterly client fee described below for advisory services, you will also
pay separate per-trade transaction charges.
You will pay a monthly or quarterly client 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 preceding calendar month or quarter or on the average daily value of your account
of the preceding month or quarter. Your client fees are negotiable and will be debited from your account by Schwab. If you
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terminate your participation in this program, you will be entitled to a pro-rata refund of any prepaid monthly or quarterly
client fees based upon the number of days remaining in the month or quarter after the date upon which the notice of
termination is received.
Each of our Advisory Representatives negotiates his or her own client fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the client
fees (for more information on these fees, see the applicable fund prospectus).
Some Fund fees include 12b-1 fees which are internal distribution fees assessed by the Fund, all or a portion of which are
paid to the distributor(s) of the Funds. The Firm and your Advisory Representative do not retain 12b-1 fees paid by the
Funds.
In certain instances, there is an opportunity to be eligible to purchase certain mutual funds and ETFs without incurring
transaction charges subject to certain conditions. For details, please refer to Item 4 (No Transaction Fee Programs) of the
AP Schwab Advisor Managed Portfolios Wrap Fee Brochure.
For complete fee details, please see the AP Schwab Advisor Managed Portfolios Wrap Fee Program Brochure.
Vision2020 Wealth Management Platform - IWS Advisor Managed Portfolios
IWS Advisor Managed Portfolios also exists with separate advisory fees and transaction charges (“Non-Wrap Account”). As
such, in addition to the monthly or quarterly client fee described below for advisory services, you will also pay separate
per-trade transaction charges. This program contains accounts that were assigned to Osaic Wealth as the result of the
merger of Osaic FA, Inc. into Osaic Wealth, Inc. in January 2025. This program is only being offered through certain Advisory
Representatives that were previously registered with Osaic FA, Inc.
You will pay a monthly or quarterly client 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 preceding calendar month or quarter or on the average daily value of your account
of the preceding month or quarter. Your client fees are negotiable and will be debited from your account by Fidelity. If you
terminate your participation in this program, you will be entitled to a pro-rata refund of any prepaid monthly or quarterly
client fees based upon the number of days remaining in the month or quarter after the date upon which the notice of
termination is received.
Each of our Advisory Representatives negotiates his or her own client fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the client
fees (for more information on these fees, see the applicable fund prospectus).
Some Fund fees include 12b-1 fees which are internal distribution fees assessed by the Fund, all or a portion of which are
paid to the distributor(s) of the Funds. The Firm and your Advisory Representative do not retain 12b-1 fees paid by the
Funds.
In certain instances, there is an opportunity to be eligible to purchase certain mutual funds and ETFs without incurring
transaction charges subject to certain conditions. For details, please refer to Item 4 (No Transaction Fee Programs) of the
IWS Advisor Managed Portfolios Wrap Fee Program Brochure.
For complete fee details, please see the IWS Advisor Managed Portfolios Wrap Fee Program Brochure.
Vision2020 Wealth Management Platform – Unified Managed Account Program
We offer UMA as an account where no separate transactions charges apply and a single fee is paid for all advisory services
and transactions (“Wrap Account”).
You will pay a monthly or quarterly client fee, in advance, based upon the market value of the assets held in your account
as of the last business day of the preceding calendar month or quarter. Your client fees are negotiable and will be debited
from your account by our custodian. If you terminate your participation in this program, you will be entitled to a pro-rata
refund of any prepaid monthly or quarterly client fees based upon the number of days remaining in the month or quarter
after the date upon which the notice of termination is received.
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Each of our Advisory Representatives negotiates his or her own client fee schedule. The client fees paid by client include
portions paid to your Advisory Representative (“Advisory Fees”), as well as to the Firm, the custodian, and the Third-Party
Money Managers selected (“Program Fees”). Advisory Fees are set independently regardless of manager selected. Mutual
funds and ETFs invested in the account also have their own internal fees (“internal fund expenses”) which are separate and
distinct from the client fees (for more information on these fees, see the applicable fund prospectus). Since fees billed to
your UMA account are comprised of both Program Fees and Advisory Fees, Advisory Representatives may have an incentive
to select Third-Party money managers with lower Program Fees in order to manage the overall client fee charged to you.
You and your Advisory Representative should consider the overall fees and expenses, including internal fund expenses,
when selecting managers and other portfolio investments.
If your UMA assets are managed through an Enterprise Strategist Model, a portion of your Program Fees will be paid to
Advisory Representatives who create and manage the Enterprise Strategist Model (“Enterprise Model Manager”) and who
are also associated with the Firm. The portion of the Program Fee remitted to the Enterprise Model Manager for creating
and managing the Enterprise Strategist Model is in addition to the Advisory Fee paid to your Advisory Representative for
his or her advisory services. The Firm has a conflict of interest in making Enterprise Strategist Models available for
inclusion in the UMA program because the Firm and its Advisory Representative(s) acting as Enterprise Model Managers
will receive additional compensation if such Enterprise Model Manager is selected as an investment manager in the UMA
program. An initial allocation to an Enterprise Strategist Model requires your prior approval.
For complete fee details, please refer to The Wealth Management Platform – Unified Managed Account Wrap Fee Program
Brochure.
s
Vision2020 Wealth Management Platform - AP Schwab Unified Managed Account
Program
AP Schwab Unified Managed Accounts Program exists as an account where no separate transactions charges apply and a
single fee is paid for all advisory services and transactions (“Wrap Account”). This program is no longer open to new
accounts. This program contains accounts that were assigned to Osaic Wealth as the result of the merger of American
Portfolios Advisors, Inc. into Osaic Wealth in October 2024. It is not open to new accounts and not offered to any new
clients.
You will pay a monthly or quarterly client fee, in advance, based upon the market value of the assets held in your account
as of the last business day of the preceding calendar month or quarter. Your client fees are negotiable and will be debited
from your account by Schwab. If you terminate your participation in this program, you will be entitled to a pro-rata refund
of any prepaid monthly or quarterly client fees based upon the number of days remaining in the month or quarter after the
date upon which the notice of termination is received.
Each of our Advisory Representatives negotiates his or her own client fee schedule. The client fees paid by client include
portions paid to your Advisory Representative (“Advisory Fees”), as well as to the Firm, the custodian, and the Third-Party
Money Managers selected (“Program Fees”). Advisory Fees are set independently regardless of manager selected. Mutual
funds and ETFs invested in the account also have their own internal fees (“internal fund expenses”) which are separate and
distinct from the client fees (for more information on these fees, see the applicable fund prospectus). Since fees billed to
your UMA account are comprised of both Program Fees and Advisory Fees, Advisory Representatives may have an incentive
to select Third-Party money managers with lower Program Fees in order to manage the overall fee charged to you. You and
your Advisory Representative should consider the overall fees and expenses, including internal fund expenses, when
selecting managers and other portfolio investments.
For complete fee details, please refer to AP Schwab Unified Managed Accounts Program Fee Program Brochure.
s
Vision2020 Wealth Management Platform - IWS Unified Managed Account
Program
IWS Unified Managed Accounts Program exists as an account where no separate transactions charges apply and a single
fee is paid for all advisory services and transactions (“Wrap Account”). This program contains accounts that were assigned
to Osaic Wealth as the result of the merger of Osaic FA, Inc. into Osaic Wealth, Inc. in January 2025. This program is only
being offered through certain Advisory Representatives that were previously registered with Osaic FA, Inc.
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You will pay a monthly or quarterly client 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 preceding calendar month or quarter. Your client fees are negotiable and will be
debited from your account by Fidelity. If you terminate your participation in this program, you will be entitled to a pro-rata
refund of any prepaid monthly or quarterly client fees based upon the number of days remaining in the month or quarter
after the date upon which the notice of termination is received.
Each of our Advisory Representatives negotiates his or her own client fee schedule. The client fees paid by client include
portions paid to your Advisory Representative (“Advisory Fees”), as well as to the Firm, the custodian, and the Third-Party
Money Managers selected (“Program Fees”). Advisory Fees are set independently regardless of manager selected. Mutual
funds and ETFs invested in the account also have their own internal fees (“internal fund expenses”) which are separate and
distinct from the client fees (for more information on these fees, see the applicable fund prospectus). Since fees billed to
your UMA account are comprised of both Program Fees and Advisory Fees, Advisory Representatives may have an incentive
to select Third-Party money managers with lower Program Fees in order to manage the overall fee charged to you. You and
your Advisory Representative should consider the overall fees and expenses, including internal fund expenses, when
selecting managers and other portfolio investments.
For complete fee details, please refer to IWS Unified Managed Accounts Program Fee Program Brochure.
Signator Managed Account Platform
As noted in Item 4, the Signator Managed Account Platform programs are not offered to new accounts and consists solely
of the Transferred Accounts. The Signator Managed Account Platform programs have accounts where no separate
transaction charges apply and a single fee is paid for all advisory services and transactions (“Wrap Account”).
If you have assets in the Signator Managed Account Platform program as one of the Transferred Accounts, you will pay a
quarterly client fee based upon the market value of the assets held in your account. Your client fees will be debited from
your account by our custodian. If you terminate your participation in this program, you will be entitled to a pro rata refund
of any prepaid quarterly client fees based upon the number of days remaining in the quarter after the date upon which the
notice of termination is received.
The client fees paid by you include portions paid to your Advisory Representative (“Advisory Fees”), as well as to the Firm,
the custodian, and the investment managers selected (“Program fees”). Mutual funds and ETFs invested in the account also
have their own internal fees (“internal fund expenses”) which are separate and distinct from the client fees (for more
information on these fees, see the applicable fund prospectus).
For complete fee details, please refer to the Signator Managed Account Platform Wrap Fee Program Brochure.
Plan Participant Retirement Program
Under the Plan Participant Retirement Program, you pay management fees to the Firm and your Advisory Representative
pursuant to the provisions of a client fee schedule, with a maximum 3% annual fee charged. Fees are paid as either a fixed
percentage fee on the total assets in your account or a tiered fee schedule where the percentage-based fee is lowered as
assets in your accounts increase. The exact fee charged or fee schedule used is disclosed prior to services being provided.
Fees are negotiated based on the complexity of your financial situation, the investment services to be provided, the
experience and standard fees charged by your Advisory Representative and the nature and total dollar value of the Plan
Assets maintained in your account. The management fee covers only the investment management services provided by us
and does not include brokerage commissions or other costs associated with the purchase and sale of securities, custodial
fees, interest, taxes or other account expenses.
Third -Party Advisory Services
Compensation in connection with Third-Party Advisory Services generally consists of five elements: i) management fees
paid to Third-Party Money Managers; 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 the Firm. Your account will be held with the Third-Party Advisory Service custodian where your
fees will be assessed and deducted.
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Similar investment strategies offered through the Third-Party Advisory Services program can be offered by more than one
provider, including other TPMMs, as well as through other advisory programs offered through the Firm and its affiliates.
You should be aware that lower fees for comparable services may be available from other sources.
The client fees paid by client include portions paid to your Advisory Representative (“Advisory Fees”), as well as to the
Firm, the custodian, and the Third-Party Money Managers 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 client fees (for more information on these
fees, see the applicable fund prospectus). Since fees billed to your account for Third-Party Advisory Services are typically
comprised of both Program Fees and Advisory Fees, Advisory Representatives may have an incentive to select third-party
advisory services with lower platform Program Fees in order to manage the overall fee charged to you. You and your
Advisory Representative 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 Third-Party Money Manager’s disclosure brochures, investment advisory
contracts and account opening documents.
Each of our Advisory Representatives negotiates his or her own client fee schedule; however, management fees charged by
the Third-Party Advisory Service in connection with their services are not negotiable.
Osaic Wealth maintains certain revenue sharing arrangements with certain Third-Party Advisory Services and product
sponsors (please refer to Item 14, Other Compensation).
Schwab Managed Account Marketplace
For Marketplace accounts, Schwab will charge clients the management fee of the TPMM chosen to manage Marketplace
Account assets, which will vary across eligible TPMMs. Clients will additionally choose to pay Schwab asset-based
transaction fees (“ABP”) based on account assets, or clients will choose to pay Schwab transaction-based fees (“TBP”) for
each transaction. All such transaction charges are retained by Schwab and are not shared with the Firm. The schedule for
these TBP or ABP charges are detailed in a separate Schwab Marketplace Agreement. Additional services and costs,
including but not limited to wire transfer fees and markups/markdowns on fixed income securities, may be billed
separately by Schwab. These details are provided in the Schwab Marketplace or Schwab Account Agreement and other
supplemental documents provided by the Advisory Representative and Schwab. This service applies to certain accounts
assigned to Osaic Wealth as the result of the merger of American Portfolios Advisors, Inc. into Osaic Wealth in October
2024. It is not open to new accounts and not offered to any new clients.
Financial Planning and Consulting Service s
Financial planning and consulting services are charged either on an hourly fee, fixed fee, or a combination thereof, subject
to the limits described below and as agreed upon between you and your Advisory Representative. Fees are negotiable and
will vary depending upon the complexity of your situation, the scope of services to be provided, and the time and expertise
required. The exact fees to be charged for the financial plan or consultation will be specifically listed, by the Advisory
Representative, in the financial planning or consulting agreement, which is presented to you before the financial
planning/consulting process begins. Advisory Representatives can, in their sole discretion and as agreed from time to time
with clients, provide financial planning or financial consulting services to clients in connection with other advisory services
the client receives at no additional cost. Advisory Representatives may also require clients to enter into a separate
agreement with an agreed upon fee for financial planning or financial consulting services.
• Fixed or flat fees for financial planning and consulting services generally range up to $25,000 but can exceed this
amount for certain high net worth individuals (defined by the Firm as those with a net worth over $10 million) and
based on the nature and complexity of the services to be provided. The fixed fee can be paid up front, in full or
through periodic installments as specified in your agreement.
• Hourly fees will generally range from $0 - $750 per hour, not exceeding $25,000 in total fees depending on the
nature and complexity of your circumstances. Hourly fees for financial planning or consulting services will be billed
to you after the services are performed and are due upon receipt of the bill.
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In some cases, consistent with the Firm’s policies, financial planning and consulting fees will exceed the above stated
maximums. This can occur for engagements involving high net worth individuals requiring extensive or complex planning
or analysis or when otherwise warranted due to the nature and complexity of the services requested. Any such exception
will be discussed with you in advance and reflected in your written agreement.
Clients have the option to pay financial planning or consulting fees by check, ACH, credit/debit card payable to the Firm or
by debit from certain non-qualified accounts designated by the client as an authorized account owner. Billing frequency
will occur on an annual, semi-annual, quarterly, or monthly basis as reflected in your written agreement.
Seminars
Financial Planning Seminars are provided at either no cost or for a fee charged to participants or to a sponsoring entity,
such as an employer of seminar attendees. If fees are charged to participants, all fees and payment provisions are fully
disclosed prior to the seminar being presented.
Non -Discretionary Investment Advisory Services
Fees will be based on several factors. These include time and labor, complexity of the services provided, and special
circumstances involved. Each of our Advisory Representatives negotiates their own fee schedule based on the fee
schedules outlined below.
•
Fixed Fee – A fixed fee will range from $500 - $15,000, depending on the nature and complexity of each Client’s
circumstances.
•
Hourly Fee – An hourly fee will range from $50 - $750 per hour, depending on the nature and complexity of each
Client’s circumstances. An estimate for total hours will be determined at the start of the advisory relationship.
When you receive Non-Discretionary Services, other services are available through Osaic Wealth, such as securities and
insurance products. Our Advisory Representatives receive commissions as Registered Representatives of Osaic Wealth or
insurance agents in connection with such transactions. Thus, there is a conflict of interest when providing these services
to you as there is an incentive for us to recommend specific courses of action through our Non-Discretionary Services that
lead to our Advisory Representatives receiving additional compensation.
Please be aware that you are under no obligation to purchase products or services recommended by us or members of our
Firm in connection with our providing you with Non-Discretionary Services, or any advisory service that we offer.
Retirement Plan Consulting Services
Each of our Advisory Representatives will determine whether to bill the Company for Retirement Plan Consulting Services
at a pre-determined hourly rate, a fixed fee, basis points based upon a percentage of Plan assets, or a combination thereof.
Fees will be billed quarterly in advance or in arrears. In special circumstances other fee-paying arrangements can be
negotiated. The terms referenced above will be disclosed in the client agreement we sign with the Company.
The client agreement may be terminated by us or the Company at any time upon 30 days’ prior written notice. Upon
termination, we will deliver a final billing statement for unbilled work performed prior to termination, and the Company
will have a period of 30 days within which to deliver payment. If we bill the Company in advance, our fee will be credited
back to the Company on a pro-rata basis for the unused portion of the billing period. When we calculate the credit, we will
subtract any unbilled work we performed for the Company prior to termination.
Each of our Advisory Representatives negotiates their own fee schedule based on the fee schedules outlined below:
•
Fixed Fee: Based on the scope of services agreed upon in engagement, reasonable in light of geographical location,
complexity of engagement, size of Plan, and other relevant factors.
Range: $1,000 - $100,000
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•
Hourly Fee: Based on estimate of hours needed as provided in engagement (Company must approve in writing
hours above original engagement); reasonable in light of geographical location, complexity of engagement, size of
Plan, and other relevant factors.
Range: $50 - $300 per hour
•
Basis Points: Based on specific asset levels in a Plan at dates provided in the engagement, fees can range up to 125
basis points (1.25%).
You should refer to your Retirement Plan Consulting Services agreement for more detailed information about advisory fees.
Negotiation of Fees
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. As a result of
these and other factors, the sponsors of the advisory programs offered also set different limits on fees that are charged to
you. Please note that the same or similar services to those described above may be available elsewhere to you at a lower
cost.
Additional Fees and Expenses
Mutual fund investments in the programs that we offer are no-load or load at NAV. Certain mutual fund investments are
subject to early redemption fees, 12b-1 fees and mutual fund management fees as well as other mutual fund expenses.
These fees are in addition to the fees and expenses referenced above. Please review the mutual fund prospectus for full
details. Osaic Wealth and your Advisory Representative do not retain 12b-1 fees paid by mutual funds. A surcharge is
applied for certain mutual funds. For details, please refer to Item 4 of the Advisor Managed Portfolios wrap fee brochure.
Variable annuity companies generally impose internal fees and expenses on your variable annuity investment, including
contingent deferred sales charges and early redemption fees. In addition, variable annuity companies generally impose
mortality charges. These fees are in addition to the fees and expenses referenced above. Complete details of such internal
expenses are specified and disclosed in each variable annuity company’s prospectus. Please review the Variable Annuity
prospectus for full details.
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.
Advisory Representatives may receive commissions or other fees or compensation in relation to any investment or
insurance product placed through or with Osaic Wealth as a broker-dealer outside your advisory account. Therefore,
Advisory Representatives have a conflict of interest in recommending such products.
Please be aware that you are under no obligation to purchase products or services recommended by us or members of our
Firm in connection with providing you with any advisory service that we offer.
Mutual funds generally offer multiple share classes available for investment based upon certain eligibility and/or purchase
requirements. For instance, in addition to the more commonly offered retail share classes (typically, Class A, B and C
shares), some mutual funds also offer institutional share classes and other share classes that are specifically designed for
purchase in an account enrolled in fee-based investment advisory programs. Institutional share classes or classes of shares
designed for purchase in an investment advisory program usually, but not always, have a lower expense ratio than other
share classes. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower
investment returns – than an investor who holds a less expensive share class of the same fund. Not all mutual funds and
share classes offered to the investing public are available through our advisory programs for which a client might otherwise
be eligible to purchase.
The Firm and its Advisory Representatives have a financial incentive to recommend or select share classes that have higher
expense ratios because such share classes generally result in higher compensation. The Firm has taken steps to minimize
this conflict of interest by implementing additional training for Advisory Representatives, increasing the proportion of
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institutional share classes that are available on the platform. The Firm rebates Rule 12b-1 fees on both qualified and non-
qualified client accounts custodied with NFS and Pershing. Clients should not assume that they will be invested in the share
class with the lowest possible expense ratio.
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 Wealth is acting
as the broker-dealer, for accounts that are custodied with Pershing or NFS. 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. 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 accounts where Osaic Wealth does not act as the broker-dealer, which include accounts custodied at Schwab and
Fidelity, Schwab and Fidelity will apply brokerage fees and custodian fees. Pease refer to the disclosures provided by
Schwab or Fidelity for the details. Osaic Wealth does not receive any portion of those fees.
Wrap Accounts
For Advisory Programs with wrap account pricing, the fee for transactions executed in your account is included in your
monthly or quarterly client fee. As a result, in some cases the fees charged in a wrap account will be higher than that of a
non-wrap account with separate advisory fees and transaction charges. Please consider that depending upon the level of
the wrap fee charges, the amount of portfolio activity in the account, the value of services that are provided under the
investment program, and other factors, the wrap fee may or may not exceed the aggregate cost of services if they were to
be provided separately. Generally, wrap programs are relatively less expensive for actively traded accounts. However, the
fees in a wrap account will be higher overall cost to a client than in a non-wrap, if the wrap account has low trading activity.
The Firm has policies and procedures to monitor and reduce the risk of this occurring.
Options for Assets Invested in Retirement Plan Account
If you have an employer-sponsored retirement plan, you may have several choices as to what to do with your assets when
you retire or change jobs. Generally, you might choose one of the following options:
1. Keep your assets in the employer’s plan (if allowed)
2. Rollover your assets into an individual retirement account, commonly referred to as an IRA
3. Rollover your assets to another employer-sponsored plan
4. Take a distribution in cash from the plan
Your Advisory Representative has a financial incentive to recommend an IRA rollover because of the compensation he or
she will receive when you transfer funds to an account on which the Advisory Representative will receive a fee from an
employer-sponsored retirement plan or from another IRA. This conflict also pertains to situations where you are a
participant in a plan where your Advisory Representative is a fiduciary. You should carefully discuss and weigh the
advantages and disadvantages of each option with your Advisory Representative before making your decision.
You should speak to your Advisory Representative to address any questions that a client or prospective client may have
regarding its prospective engagement and the corresponding conflict of interest presented by such engagement.
For additional information please refer to our Fiduciary Acknowledgement available at osaic.com/disclosures.
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Annuities
Generally, for billing purposes, annuities held as part of any of the Advisor Managed Portfolios will be linked to an advisory
account or another account you hold with the Firm from which advisory fees relating to the annuity will be debited. In
certain cases, the annuity company will offer direct billing, where the advisory fees will be debited directly from the annuity
contract. For further information on advisory billing on annuities, please contact your Advisory Representative.
Sweep Program
When your Program Account is maintained at one of our clearing firms, Pershing or NFS, your free credit balance will be
automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured up to applicable
limits by the Federal Deposit Insurance Corporation (“FDIC”) (the “Sweep Program”). Under the Sweep Program, Osaic
Wealth maintains two FDIC-insured deposit programs, the Bank Deposit Sweep Program (“BDSP”) and the Insured Cash
Account Program (“ICAP”), that create financial benefits for Osaic Wealth as described below. For certain Program Account
types, free credit balances are swept to a money market mutual fund product (the “Money Market Mutual Fund Program”).
Please see the Disclosure Document, available from your Advisory Representative or from the website listed below, for full
details about the Sweep Program.
As set forth in the terms of your Customer Agreement with Osaic Wealth, you may remove your Program Account from
participating in the Sweep Program by notifying your Advisory Representative. If you remove your Program Account from
the Sweep Program, cash balances will be held by the clearing firm as a free credit balance. In addition, there are always
alternatives for the short-term investment of cash balances, including non-sweep money market mutual funds, treasury
bills, and brokered certificates of deposit, that offer higher returns than the sweep options made available to you.
FDIC Insured Deposit Program (BDSP & ICAP)
Eligible account types: all accounts except ERISA Title 1 accounts, 403(b)(7), & Keogh plans
Free credit balances swept to a deposit account will earn interest that is compounded daily and credited to your Program
Account monthly. Interest begins to accrue on the date of deposit with the banks participating in the program (“Program
Banks”), through the business day preceding the date of withdrawal from the deposit account. The daily rate is 1/365 (or
1/366 in a leap year) of the posted interest rate.
Bank Deposit Sweep Program - BDSP
The Firm has established deposit levels or tiers which ordinarily pay different rates of interest depending on deposit
balances. Generally, Program Accounts with higher deposit balances receive higher rates of interest than accounts with
lower balances. The interest rate payable to you is determined by us and is based on the amounts paid by the Program
Banks to obtain the deposits. The amount we retain, less a fee paid to our clearing agent and the third-party administrator,
will not exceed 600 basis points (6.00%) per year (the “Maximum Program Fee”) on the average daily balances held in the
BDSP. Interest paid on the deposit accounts will always be lower than the rate of return on (i) other investment products
that are not FDIC insured, such as money market mutual funds and (ii) on bank deposits offered outside of the BDSP.
Your Advisory Representative does not receive any portion of the fees paid by the Program Banks.
The income we earn from Program Banks based on your balances in BDSP will in almost all circumstances be substantially
greater than the amount of interest you earn from the same balances. As such, we receive a substantially higher percentage
of the interest generated by deposit balances in the BDSP than the interest credited to your accounts. When evaluating
whether to utilize the Sweep Program and the extent to which our fee exceeds the interest rate you receive, you should
assume that we are receiving the Maximum Program Fee described above.
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Insured Cash Account Program - ICAP
The Firm will receive a monthly per-account fee for services it provides in connection with maintaining and administering
the Sweep Program for IRAs held in an advisory/ fee-based account (the “Sweep Account Fee”). The Sweep Account Fee
that each Osaic affiliated broker-dealer can earn from Program Accounts participating in ICAP is subject to a maximum
monthly per account fee that is between $30.25 and $34.50. Please refer to the applicable Sweep Program Terms and
Conditions document, which you can obtain from your Advisory Representative or from the website listed below; refer to
“Disclosures,” then to the FDIC Insured Deposit Program used in your account (ICAP), for further details about the
maximum monthly per account fee.
The Sweep Account Fee does not depend on or vary with (and is not affected by) the actual amounts held in any particular
account or your Program Account. Thus, our compensation for Program Accounts that participate in ICAP is composed
solely of the Sweep Account Fee. The fee received may differ among each Program Bank. You will have no rights to the
amounts paid by the Program Banks, except for interest actually credited to your account. The Sweep Account Fee will
reduce the interest you are paid on the amount of assets in your Program Account.
The Sweep Account Fee will generally be paid by the Program Banks on your Program Account’s behalf; however, the Fee
or any portion thereof can be deducted directly from your Program Account if, for example, the amounts paid by the
Program Banks are insufficient to cover the Sweep Account Fee. In the event that we debit all or a portion of the monthly
account fee from your account, each such amount will be reflected on your account statement. The amount of fees received
by Osaic Wealth, our clearing agent, and any other service provider reduces the interest you receive on your deposit
account(s).
Your Advisory Representative does not receive any portion of the fees paid by the Program Banks.
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 Wealth 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.
Money Market Mutual Funds - NFS
Free credit balances in the following Program Account types custodied at NFS will be automatically swept into the Fidelity
Government Cash Reserves Fund (FDRXX) which is managed by Fidelity Investments:
•
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
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•
403(b)(7) accounts
•
Keogh plans
The Fidelity Government Cash Reserves Fund is a money market mutual fund that seeks to maintain a stable share price of
$1.00 per share. The Fund invests at least 99.5% of its total assets in cash, U.S. Government securities and/or repurchase
agreements that are collateralized fully (i.e., collateralized by cash or government securities). The Fund invests in U.S.
Government securities issued by entities that are chartered or sponsored by Congress but whose securities are neither
issued nor guaranteed by the U.S. Treasury. Although the Fidelity Fund seeks to preserve the value of your investment at
$1.00 per share, it cannot guarantee to do so. An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
Osaic Wealth does not receive any compensation from Fidelity Funds.
For additional information about the Sweep Program for accounts custodied at NFS, please visit our website located at
osaic.com/disclosures.
Accounts custodied at Schwab and Fidelity have an option to participate in Schwab and Fidelity sweep programs
respectively. Please refer to the disclosures provided to you by Schwab or Fidelity, as applicable, for additional information
about these programs. Osaic Wealth does not receive any compensation in connection with these programs.
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 Wealth, 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 Wealth 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 Wealth.
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.
Item 6 - Performance -Based Fees and Side -
By -Side Management
Neither the Firm nor our Advisory Representatives accept performance-based fees (i.e. fees 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).
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Item 7 - Types of Clients
Our Advisory Representatives provide investment advisory services to:
•
Individuals (including high net worth individuals)
•
Banking or thrift institutions
•
Pension and profit-sharing plans
•
Trusts
•
Estates or charitable organizations
•
Corporations
•
State and municipal governmental entities
•
Other business entities
Our minimum account size requirements for opening an account with us are as follows:
Program
Requirements
$10,000
VISION2020 Wealth Management Platform – IWS
Advisor Managed Program
$10,000
VISION2020 Wealth Management Platform – IWS
Unified Managed Account Program
The program minimum for the Advisor Managed
Portfolios Program Unified Managed Account Program
is $5,500.
VISION2020 Wealth Management Platform –
Advisor Managed Portfolios Program
The specific minimum varies according to the
investment product selected.
The program minimum for the Unified Managed
Account Program is $5,500.
VISION2020 Wealth Management Platform –
Unified Managed Account Program
The specific minimum varies according to the
investment manager and asset allocation model selected.
Third-Party Advisory Services
Each Third-Party Advisory Service sets their own
minimums.
Financial Planning
No minimum
Consulting Services
No minimum
Non-Discretionary Investment Services
No minimum
Retirement Plan Consulting
No minimum
All account minimums may be waived at the sole discretion of the Program Sponsor.
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Item 8 - Methods of Analysis, Investment
Strategies and Risk of Loss
Advisory Representatives rely on various types of tools and methods to assist in recommending or selecting investment
strategies to you. As noted in Item 4, your Advisory Representative formulates an investment strategy based on discussions
with you regarding, among other things, your personal investment objectives and goals, time horizon, risk tolerance,
account restrictions, needs, personal circumstances and overall financial situation. Based on those discussions, a portfolio
of investments is constructed for you.
Investment returns are highly dependent on the value of underlying securities which are impacted by trends in the various
investment markets. All investments carry a certain degree of risk and no one particular security, investment product,
investment style or portfolio manager are suitable for all types of investors. Since the Firm and its Advisory Representatives
recommend and offer a broad spectrum of investment products, programs and strategies, the methods of analysis and
investment strategies recommended will vary based upon the Advisory Representative making the assessment and
providing the advice. Under the Third-Party Advisory Services Program, each TPMM has its own methods of analysis,
investment strategies and unique investment risks that should also be reviewed and considered.
Methods of Analysis
The Firm does not require our Advisory Representatives to implement a particular investment strategy or method of
analysis which will vary based upon the individual Advisory Representative making the assessment and providing the
advice. Some of the more common methods of analysis that are used are Fundamental and Technical analysis. Fundamental
analysis is security analysis grounded in basic factors such as the financial condition and management of a company as well
as overall economic and industry conditions which are used to predict the future value of an investment. The resulting data
is used to measure the true value of the company’s stock compared to the current market value. Technical analysis is the
practice of using statistics to determine trends in security prices and make or recommend investment decisions based on
those trends. Technical analysis involves using chart patterns, momentum, volume, recurring price patterns, trends based
upon business cycles and relative strength in an effort to identify patterns that suggest future activity.
Your Advisory Representative has access to third-party vendors that provide programs or software to analyze individual
securities. We also offer your advisor access to third-party vendors that provide support services in portfolio design and
strategy implementation. One of our affiliates, LTCO, provides research designed to help clients capitalize on inefficiencies
in the market. Their institutional quality research provides their partners with value-added insights that enables their
decision-making processes, informs their strategies and allows them to address critical market issues. Your Advisory
Representative can use the services of LTCO in addition to other third-party services made available. Refer to Item 10, Other
Financial Industry Activities and Affiliations, for more information about our affiliates.
Your Advisory Representative or a Third-Party Money Manager can engage in a tactical strategy involving active trading.
Tactical strategies can be risky, and your portfolio can be more volatile with shorter term fluctuations from more frequent
trading. This type of strategy may not be appropriate for clients with a low risk tolerance. You should be prepared for
higher volatility and may lose funds when you invest in securities. Active trading can result in tax consequences due to
shorter-term purchases and sales. Consult your tax professional for advice. Clients should review a Third-Party Money
Manager’s disclosure brochure before investing.
Associated Risks
Fundamental Analysis generally relies on, among other things, company earnings, balance sheet variables and management
quality which are used to predict the future value of an investment. Data reviewed is generally considered reliable but
cannot be guaranteed nor verified for its accuracy. In addition, the data reviewed is sometimes subjective in nature and
open to interpretation. Even if the data and interpretation of the data is correct, there can be other factors that determine
the value of securities other than those considered in Fundamental Analysis.
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Technical Analysis is based on statistics to determine trends in security prices and to make investment decisions based on
those trends. This analysis is used to predict how an investment will perform short- term. In addition, this analysis does
not take into account, the more fundamental properties of what an investment may be worth such as company performance
and balance sheet variables which play a part in determining the value of an investment.
When pursuing strategic long-term investing strategies, the general assumption is that the financial markets will go up in
the long-term, which cannot be assured. There is also the risk that the segment of the market that you are invested in or
perhaps just your particular investment will go down over time even if the overall financial markets advance.
In addition, purchasing investments long-term creates an opportunity cost, “locking-up” assets that may be better utilized
in the short-term in other investments.
1. General Investment Risks
In addition to the personal risk considerations discussed above, the Firm believes it is important for you to understand the
risks associated with each recommendation and investment type available. The following is a summary of some of the
general risks associated with investing. Please note that this list is not all inclusive, and is provided as an indication of some
of the factors that can impact the value of your investments.
Artificial Intelligence and Machine Learning
Recent technological advances in artificial intelligence, generative artificial intelligence, and machine learning technology
(collectively, “Machine Learning Technology”) may pose risks to the Firm and its Advisory Representatives. The Firm and
its Advisory Representatives could be further exposed to the risks of Machine Learning Technology if third-party service
providers or any counterparties, whether or not known to the Firm and its Advisory Representatives, also use Machine
Learning Technology in their business activities. The Firm and its Advisory Representatives will not be in a position to
control the operations of third-party service providers or counterparties, the manner in which third-party products are
developed or maintained or the manner in which third-party services are provided. Machine Learning Technology is
generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to
incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such
models will inevitably contain a degree of inaccuracy and error, potentially materially so, and could otherwise be
inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent
that the Firm and its Advisory Representatives are exposed to the risks of Machine Learning Technology, any such
inaccuracies or errors could have adverse impacts on the Firm and its Advisory Representatives, as applicable. Machine
Learning Technology and its applications, including in the financial services sector, continue to develop rapidly, and it is
impossible to predict the future risks that will from time to time arise from such developments.
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 are 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.
Call Risk
This is the risk that your bond or other fixed-income investment will be called or purchased back from you when conditions
are favorable to the product issuer and unfavorable to you.
Concentration Risk
This is the risk of loss because your money is concentrated in one investment or type of investment. When you diversify
your investments, you spread the risk over different types of investments, industries and geographic locations.
Credit Risk
This is the risk that the government entity or company that issued the investment will run into financial difficulties and
won’t be able to pay the interest or repay the principal at maturity. Credit risk applies to debt investments such as bonds.
You can evaluate credit risk by looking at the credit rating of the bond or the issuer. For example, long-term U.S. government
bonds currently have a credit rating of AAA, which indicates the lowest possible credit risk.
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Currency Risk
This is the risk of losing money because of a movement in the exchange rate. For example, if the U.S. dollar becomes less
valuable relative to the Canadian dollar, your U.S. stocks will be worth less in Canadian dollars. This applies when you own
foreign investments.
Cybersecurity Risk
The Firm’s 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 the Firm 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, the Firm 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 the Firm’s 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 the Firm’s reputation or subject it or its affiliates to legal
claims and otherwise affect their business and financial performance. The Firm 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.
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.
Risk of Environmental, Social and Governance Investing (“ESG”), Socially Responsible Investing
(SRI) and Other Forms of S ustainable, 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.
Financial Risk
This is the risk that the companies you invest in will perform poorly, which affect the price of your investment. You can’t
eliminate financial risk; however, you may be able to minimize the impact through diversification.
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).
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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 down, you may lose money.
Hypothetical Performance and Projected Returns Risk
The risk arising from reliance in making an investment decision on performance of a portfolio not necessarily achieved by
any particular investor. Projected returns are hypothetical, do not reflect actual investment results, and are not guarantees
of future results. Such projected performance is subject to a number of limitations and assumptions designed to determine
the probability or likelihood of a particular investment outcome based on a range of possible outcomes. It is possible that
any of those assumptions will prove not to be accurate. In addition, performance of a model portfolio, other portfolios, or
a client’s advisory account may differ materially from investment gains and avoidance of investment losses projected,
described, or otherwise referenced in forward-looking statements and the projected returns associated with any portfolio
may not materialize.
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.
Interest Rate Risk
This is a risk that can affect the value of bonds or other fixed-income investments you may purchase. When interest rates
rise, the market value of bonds fall. When interest rates fall, the market value of bonds rise.
Liquidity Risk
This is the risk that an investor would not be able to sell or redeem an investment quickly or would not be able to sell or
redeem an investment quickly without significantly affecting the price. Liquidity risk is heightened when markets are
distressed. Generally, alternative investments have higher liquidity risk than equities, fixed income securities or mutual
funds or ETFs. You may be able to minimize this risk by diversifying. A good option is index investing where risk is
diversified over the various stocks held in a portfolio tracking a particular index. You can’t invest directly in an index.
Manager Risk
This is the risk that an investment manager will fail to execute its stated investment strategy.
Market Risk
This is the risk that the stock market will decline, decreasing the value of the securities owned. Stock market bubbles and
crashes are good examples of heightened market risk. You can’t eliminate market risk; however, you may be able to
minimize the impact through diversification.
Margin Risk
Margin trading involves interest charges and risks, including the potential to lose more than deposited or the need to
deposit additional collateral in a falling market. A margin transaction occurs when an investor uses borrowed assets by
using other securities as collateral to purchase financial instruments. The effect of purchasing a security using margin is to
magnify any gains or losses sustained by the purchase of the financial instruments on margin. To the extent that a client
authorizes the use of margin, and margin is thereafter employed by the Firm in the management of a client’s investment
portfolio, the market value of the client’s account and corresponding fee payable by the client to the Firm will generally be
increased, unless accounts hold options, in which case the fee may be decreased under certain market conditions. As a
result, in addition to understanding and assuming the additional principal risk associated with the use of margin, clients
authorizing margin are advised of the potential conflict of interest whereby the client’s decision to employ margin will
correspondingly increase the advisory fee payable to the Firm.
Non -Diversification Risk
If a strategy is “non-diversified,” its investments are not required to meet certain diversification requirements under federal
law. A “non-diversified” strategy is permitted to invest a greater percentage of its assets in the securities of a single issuer
than a diversified strategy. Thus, the strategy may have fewer holdings than other strategies. As a result, a decline in the
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value of those investments would cause the strategy’s overall value to decline to a greater degree than if the strategy held
a more diversified portfolio.
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.
2. Specific Investment Risks
The Firm and your Advisory Representative offer various types of investments. The different types of investments we offer
and their potential risks are described below.
Stock – A stock, also known as “shares” or” equity,” implies owning a proportionate amount of a company that issued the
stock. It entitles the stockholder (you) to that proportion of the company’s assets and earnings.
•
Major risks: Business, Concentration, Currency, Financial, Foreign Investment, Inflation, Market, Political and
Governmental
Bonds – This is a fixed income investment that represents a loan by you (the investor) to a borrower (typically a company,
government/municipality, or governmental agency).
•
Major risks: Business, Call, Credit, Default, Financial, Inflation, Interest Rate, Liquidity, Reinvestment
Options – This is the risk of the option holder losing the entire amount paid for the option in a relatively short period of
time, reflecting the nature of the option as a wasting asset becoming worthless when it expires. If you don’t sell an option
in the secondary market or exercise it prior to expiration, you will lose your entire investment in the option.
• Major risks: Counterparty, Liquidity, Manager and Market
FLEX Options – These are options issued and guaranteed for settlement by the Options Clearing Corporation (OCC). The
options target the over-the-counter (OTC) market of index options and provide customers with more flexibility, allowing
users to specify key contract terms, including exercise prices, exercise styles, and expiration dates. FLEX options may be
less liquid than standardized options. A significant difference between FLEX options and traditional options is that FLEX
options do not have a continuous quote stream. Therefore, the generation of a quote for FLEX options occurs only when a
request for quote is made.
• Major risks: Counterparty, Liquidity, Manager and Market
Notes (Including Structured Notes) – This is a fixed-income investment where you (the investor) purchase a secured debt
(or other assets) and become the lender, after which you receive payments (principal and interest) over a specific period
(usually a shorter time period than a bond) from the borrower.
•
Types:
-
Principal Protected Note (PPN) – This is a fixed-income security that guarantees a minimum return equal to
the investor’s initial investment (the principal amount), regardless of the performance of the underlying
assets.
-
Non-Principal Protected Note (NPPN) – This is a fixed-income security that does not guarantee a minimum
return equal to the investor’s initial investment (the principal amount), because it allows clients to customize
the date of return to suit their investment needs. NPPNs can be linked to a variety of underlying investments
including indices, single stocks, portfolios of shares, industry sectors, commodities and currencies.
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-
Structured Notes – These are complex instruments consisting of a bond component and an imbedded
derivative. Structured notes that provide for the repayment of principal at maturity are subject to the credit
risk of the issuing financial institution. Structured notes that do not offer this protection may cause a client
to lose some, or all, of its principal. Depending on the nature of the linked asset or index, the market risk of
the structured note may include changes in equity or commodity prices, changes in interest rates or foreign
exchange rates, or market volatility. After issuance, structured notes may not be re-sold on a daily basis and
thus may be difficult to value given their complexity. A client’s ability to trade or sell structured notes in a
secondary market is often very limited and clients should, therefore, be prepared to hold a structured note
to its maturity date, or risk selling the note at a discount to its value at the time of sale. Structured notes may
have complicated payoff structures that can make it difficult for clients to accurately assess their value, risk
and potential for growth through the term of the structured note. Determining the performance of each note
can be complex and this calculation can vary significantly from note to note depending on the structure. Notes
can be structured in a wide variety of ways. Structured notes expose investors to credit risk: if the structured
note issuer defaults on these obligations, investors may lose some, or all, of the principal amount they
invested in the structured notes as well as any other payments that may be due on the structured notes. If a
structured note has a “call provision” and the issuer “calls” the structured note, investors may not be able to
reinvest their money at the same rate of return provided by the structured note that the issuer redeemed.
• Major risks: Call, Credit, Default, Inflation, Interest Rate, Liquidity, Market, Reinvestment
Certificate of Deposit (CD) (including Structured CDs) – This is a fixed-income investment where you (the investor)
deposit a sum of money for a specified period and you will receive either a specific rate of interest or a rate of interest linked
to an index with a capped gain. Certain CDs can be FDIC insured.
• Major risks: Call, Default, Inflation, Interest Rate, Market, Reinvestment
Unit Investment Trust (UIT) (including Buffer UITs) – This is where a U.S. financial company that buys or holds a group
of securities, such as stocks or bonds, and makes them available to investors as redeemable units. UITs have a stated
expiration date based on what investments are held in their portfolio; when the portfolio terminates, investors get their
share of the UIT’s net assets.
• Major risks: Business, Credit, Interest Rate, Liquidity, Market, Reinvestment
Exchange Traded Fund (ETF) and Exchange Traded Note (ETN) (including Buffer ETFs) – An ETF is a basket of
securities that trades on an exchange (open stock market), just like a stock and it often seeks to track an underlying index.
ETF share prices fluctuate throughout the trading day as the ETF is bought and sold; this is different from mutual funds that
only trade once a day after the market closes. An ETN is a debt instrument that mimics the performance of a basket of
securities but does not actually hold them for the benefit of the client. An ETN is an obligation of the issuing company, often
an investment bank.
•
Major risks: Concentration, Currency, Foreign Investment, Inflation, Liquidity, Manager, Market, (for ETN: Credit
risk)
Mutual Fund – This is a type of investment vehicle consisting of a portfolio of stocks, bonds, or other securities. Mutual
funds give small or individual investors easier access to diversified, professionally managed portfolios. Mutual funds are
divided into several kinds of categories, representing the kinds of securities they invest in, their investment objectives, and
the type of returns they seek. Mutual funds charge annual fees (called expense ratios) and, in many cases, commissions,
which can affect their overall returns. Most mutual funds offer you different types of shares, known as “classes.” Each class
invests in the same portfolio of securities and has the same investment objectives and policies. But each class has different
shareholder services and/or distribution arrangements with different fees and expenses. • Open- end -- With an open-end
fund, if you want to buy shares, the management company will sell them to you. They will take your money, add it to the
portfolio, and create more shares. You always buy or sell shares of an open-end fund with the issuing fund company, never
on the secondary market.
• Major risks: Concentration, Currency, Foreign Investment, Inflation, Manager, Market
Annuity – This is a long-term investment that is issued by an insurance company designed to help protect the annuitant
from the risk of outliving the income generated by their deposits into the contract. Because these are long-term vehicles
annuity contracts include contingent deferred sales charges (“CDSCs”) that would result in a forfeiture of a percentage of
account value if surrendered prior to their expiration, typically three to 10 years depending on the contract.
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Annuities have two phases. Phase one of the annuity contract is known as the accumulation phase, where deposits are
designed to accumulate on a tax-deferred basis. During the accumulation phase contract holders can choose annuities
with any one or, in some cases, a combination of the following accumulation account options:
•
Variable Annuity – This is a tax-deferred retirement contract that allows you to choose from a selection of
investments called subaccounts. These investments are designed to provide contract holders with a diversified
investment portfolio in a specified asset class or general investment strategy. Subaccounts are managed by an
investment specialist or a team of specialists who make decisions to manage the subaccount based on the stated
objective. Each subaccount will have a unique expense ratio based on the services provided by the investment
specialist team. For example, subaccount designed to follow the return of a stock index, such as the S&P 500 will
have a lower expense ratio than a subaccount seeking to actively manage a portfolio based on a stated objective.
- Major risks: Business, Credit, Liquidity
•
Investment-only Variable Annuity (IOVA) – This is a type of annuity contract that provides you with a simple
way to set aside taxable assets in a tax-deferred entity focused on investments only. Unlike most variable
annuities which offer living income stream and death benefits (for a cost), IOVAs only offer investments and the
ability to access the assets without penalty as early as age 59 ½.
- Major risks: Business, Liquidity, Market
•
Fixed Indexed Annuity (FIA) - This is a type of annuity contract that provides interest rate credits to the annuity
contract based on the performance of a specified market index, such as the S&P 500. The contract is generally
protected by the issuing insurance company against losses or negative index performance except when
withdrawals are taken early in the contract’s term. This protection is in exchange for limiting upside opportunity
in the crediting rate applied to the contract
- Major risks: Business, Liquidity, Market
•
Registered Index Linked Annuity (RILA) – This is a type of annuity contract that calculates account value
adjustments based on the performance of a specified market index, such as the S&P 500. The account value will
receive protection against market loses typically through a buffer (carrier accepts the first xx% of losses and the
account accepts any additional losses in market value) or a floor (the account accepts the first xx% of loses and the
carrier accepts any additional losses in market value). This protection is in exchange for limiting gains in account
value to a cap (a maximum account value increase of xx%) or a participation rate (account participates in xx% of
the market gains). Fees and caps may limit the potential upside. At the end of the sample period, the account value
could increase or decrease.
- Major risks: Business, Liquidity, Market
Phase two of the annuity contract is known as the annuitization phase. This option converts your purchase payments
(what you contribute) and accumulated growth (if any) into periodic payments that can be paid out under various
payment options, including a lifetime option. Annuities can provide clients with additional benefits above and beyond
tax deferred growth in the form of living benefits or enhanced death benefits including but not limited to the following.
•
Guaranteed Minimum Withdrawal Benefit (GMWB)– Guarantees clients a stream of lifetime income based on
a percentage of the contract’s benefit base. Lifetime GMWB payments are available without having to immediately
annuitize the contract.
•
Guaranteed Minimum Accumulation Benefit (GMAB) – Guarantees a certain portion of the investment is
returned to the contract owner regardless of the performance of the subaccounts.
•
Guaranteed Minimum Death Benefit (GMDB) – Guarantees an enhanced benefit to the contract owner’s
beneficiaries regardless of the account value on the date of death. These benefits can be based on a return of the
initial investment, the highest contract value on the contract’s anniversary over a specified period of time or
increase at a specified percentage over a period of time.
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Alternative Investments – Alternative investments include but are not limited to closed-end funds, interval funds, hedge
funds, non-traded real estate investment trusts, business development companies, managed futures, private credit, private
equity, other limited partnerships. Alternative investments are subject to various risks such as limitations on liquidity,
pricing mechanisms, and specific risk factors associated with the particular product, which for products associated with
real estate, would include, but not be limited to, and property devaluation based on adverse economic and real estate market
conditions. Alternative investments may not be suitable for all investors. A prospectus that discloses all risks, fees and
expenses, and risk factors associated with a particular Alternative Investment may be obtained from your Advisory
Representative. Read the applicable prospectus(es) or offering document(s) carefully before investing. Investors
considering an investment strategy utilizing alternative investments should understand that alternative investments are
generally considered speculative in nature and involve a high degree of risk, particularly if concentrating investments in
one or a few alternative investments or within a particular industry.
- Major risks: Potentially greater and substantially different than those associated with traditional equity or
fixed income investments. They include but are not limited to: Liquidity, Market, Inflation, Currency,
Concentration, Manager, Credit
Closed-end Fund – This is a type of investment vehicle where, at fund inception, the investment company raises a set
amount of money and issues a specific number of shares. No new shares are created after that point. Investors can buy the
fund shares only on the secondary market, from someone else who is selling shares. Like stocks, closed-end fund shares
can be traded at any time of the day when the market is open. The shares reflect market values rather than the net asset
value of the fund itself.
- Major risks: Concentration, Currency, Foreign Investment, Inflation, Manager, Market
Structured Exchange Traded Products (“S-ETPs”) – S-ETPs, also known as hybrid ETPs, Buffered ETPs, Defined Outcome
ETPs, or Target-Outcome ETPs are a combination of traditional exchange traded products, which are designed to track the
performance of a specific benchmark (specific assets or indices) with predetermined buffer utilizing derivatives. By using
a derivatives package of options, the S-ETP issuer constructs a defined outcome profile, including the stated downside
protection, while capping the gains. These S-ETPs are designed to cover some losses, but do not guarantee complete
protection against loss.
The upside potential of these S-ETPs can vary based on the stated period of time to achieve a specific investment outcome.
If the market conditions change, the clients may not have the same level of gains. Even if the underlying benchmark
performs well, the returns are capped, limiting the gains on an upward market trend. Purchasing shares at the beginning
of the target outcome periods allows for full capitalization of the available downside protection and upside protection.
Buying or selling S-ETPs at times other than the intended period of the S-ETPs investment strategy could result in returns
that differ from the intended performance outcome.
If the underlying assets are illiquid, it could be difficult to replicate the index. S-ETPs that use derivative instruments, could
face counterparty risk if the other party in the transaction fails to fulfill its obligations. Low trade volumes and market
volatility could make it harder to buy in and sell out of the positions in the ETP. The reduced liquidity can lead to wider bid-
ask spreads becoming more expensive to purchase. Large traders can influence the price when there are low trade volumes
and can lead to discrepancies between the ETPs price and its underlying net asset value (NAV).
Structured ETPs, with downside buffers, involve fees and expenses that can impact their overall performance. While the
upside cap and buffer are designed to provide specific returns and downside protection, fees can reduce the realized return,
including but not limited to trading costs, commissions and other fees.
- Major risks: Inflation Risk, Interest Rate Risk, Liquidity Risk, Manager Risk, Concentration Risk.
Direct Indexing – Direct indexing is a strategy where investors purchase individual stocks within an index, such as the
S&P 500. Unlike index funds or ETFs, it allows for greater control and customization. This approach can offer tax advantages
and flexibility but also requires ongoing management to maintain alignment with the index's composition. Direct indexing
is also used as a way to customize your investments, tailoring your portfolio to include or exclude specific stocks or sectors
that reflect your personal values or investment preferences.
Due to the client’s ability to customize the holdings, direct indexing will result in performance that is different from the
performance of the index that the account is modeled after.
- Major risks: Inflation Risk, Interest Rate Risk, Liquidity Risk, Manager Risk, Concentration Risk, Non-
Diversification Risk, Market Risk, Interest Rate Risk, Manager Risk, Horizon Risk, ESG/SRI/Impact
Investment Return Risk, Horizon Risk, Financial Risk, ESG/SRI/Impact Investment Selection Return Risk.
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Cryptocurrency Exchange Traded Products (ETP) – A Cryptocurrency ETP, which may be structured as an Exchange
Traded Fund (ETF) or Exchange Traded Note (ETN) 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
either 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, Counterparty, Regulatory, Illicit uses, Decentralized
network, Potential tracking error, Potential limitations on Liquidity, Manager, Market, (for ETN: Credit risk)
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
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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.
Hedge Fund – This is a broad alternative investment category of pooled investment vehicles with a variety of
strategies. Strategies may include investing in non-traditional asset classes, using leverage, or taking short positions.
Hedge funds are not subject to the same regulation as mutual funds and is often limited to institutions or wealthy
individuals.
- Major risks: Business, Concentration, Currency, Interest Rates, Liquidity, Manager, Market
Interval Fund – This is a type of investment company that periodically offers to repurchase its shares from
shareholders. These shares typically do not trade on the secondary market. These shares are subject to periodic
repurchase offers that may be limited by volume by the fund at a price based on net asset value.
- Major risks: Credit, Liquidity, Manager, Market
Managed Futures – This is an alternative investment where a portfolio of futures contracts is actively managed by
professionals. Managed futures are considered an alternative investment and are often used by funds and institutional
investors to provide both portfolio & market diversification.
- Major risks: Foreign Investment, Horizon, Inflation, Interest Rate, Manager, Market
Non-Traded REIT – This is an alternative real estate investment designed to reduce or eliminate tax while paying
dividends and/or providing returns on real estate appreciation. A non-traded REIT does not trade on a securities
exchange and is therefore quite illiquid for extended periods of time.
- Major risks: Business, Concentration, Credit, Financial, Inflation, Interest Rate, Liquidity, Manager, Political
and Government
Non-Traded Preferred Stock – Preferred stock is a type of hybrid security that has characteristics of both common
stock and bonds. Non-traded preferred stock does not trade on a securities exchange and may be illiquid for an
extended period of time.
- Major risks: Business, Call, Concentration, Credit, Financial, Inflation, Liquidity
3. Additional Risks of investing in Third -Party Money Managers
Allocations to third-party managers 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.
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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 the 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.
Pledging Assets
Clients should be aware that pledging assets in an account to secure a loan or purchase securities on margin involves
additional risks. The broker-dealer or bank holding the loan has 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 the Firm.
Listed above are some of the primary risks associated with the way we recommend investments to you. Please do not
hesitate to contact us to discuss these risks and others in more detail. In instances where we recommend that a third party
manage your assets, please refer to the third-party’s ADV and associated disclosure documents for details on their
investment strategies, methods of analysis and associated risks. Investing in securities involves risk of loss that you should
be prepared to bear.
Item 9 - Disciplinary Information
Disclosure of Disciplinary Action Related to the Usage of Off -Channel Business Communications:
On August 14, 2024, Osaic Wealth, Inc (“Osaic”) was the subject of an Order Instituting Administrative and Cease-and-Desist
Proceedings (“Order”) by the U.S. Securities and Exchange Commission (the “SEC”). From at least August 2019 through the
date of the Order, the SEC found that Osaic employees used personal devices to send and receive text messages relating to
investment advisory business that were not maintained or preserved. The SEC determined that Osaic violated Section 204
of the Investment Advisers Act of 1940 and Rule 204-2(a)(7) thereunder.
The SEC imposed sanctions by censuring Osaic and ordering that it cease and desist from committing or causing future
violations of Section 204 of the Advisers Act and Rule 204-2 thereunder, requiring it to comply with certain undertakings
including retaining a compliance consultant, and pay an $18,000,000 civil penalty (payable jointly and severally with its
affiliate Osaic Services, Inc.).
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Disclosure of Disciplinary Action Related to the Custody of Client Assets:
On September 28, 2023, Osaic Wealth, Inc (“Osaic”) was the subject of an Order Instituting Administrative and Cease-and-
Desist Proceedings (“Order”) by the U.S. Securities and Exchange Commission (the “SEC”). The SEC Order arose out of the
failure of Osaic to obtain verification by an independent public accountant of client funds and securities of which it had
custody from June 2017 to December 2022. Osaic used a form agreement (“Agreement”) to govern certain aspects of its
relationship with its clients and a particular clearing agent (“Clearing Agent”). This Agreement included a margin account
agreement that contained language, required by the Clearing Agent, that permitted the Clearing Agent to accept, without
inquiry or investigation, any instructions given by Osaic concerning these client’ accounts. As a consequence of Osaic
having this authority, the SEC deemed Osaic had custody of client assets. Accordingly, because Osaic failed to obtain
verification by annual examination of client funds and securities in the affected accounts, the SEC determined that Osaic
violated Sections 206(4) of the Advisers Act and Rule 206(4)-2 thereunder, commonly referred to as the “Custody Rule”.
Without admitting or denying the SEC’s findings, Osaic agreed to cease and desist from committing or causing future
violations of the Custody Rule. Osaic was censured and agreed to pay a $100,000 civil penalty.
Beginning in calendar year 2023, Osaic engaged an outside independent auditor to perform an annual surprise custody
audit as called for by Advisers Act Rule 206(4)-2.
Disclosure of Disciplinary Action Related to the Sales of Complex Exchange
-Traded Products:
On November 13, 2020, the Firm entered into a settlement agreement with the Securities and Exchange Commission
(“SEC”) and an administrative order has been issued by the SEC. The SEC found the Firm violated Section 206 and Rule
206(4)-7 of the Investment Advisers Act of 1940. More specifically, during the period from January 2016 through April
2020, the Firm, did not adopt and implement policies and procedures reasonably designed to prevent unsuitable
investments by its Advisory Representatives in volatility-linked exchange traded products (“ETPs”).
Without admitting or denying the SEC’s findings, the Firm agreed to cease and desist from committing or causing any
violations and any future violations of Section 206(4) of the Advisers Act and Advisers Act Rule 206(4)-7. The Firm also
agreed to pay disgorgement, prejudgment interest, and a civil monetary penalty totaling $502,400.29.
The SEC noted that the Firm cooperated with the SEC and promptly took remedial steps relating to volatility-linked ETPs
and imposed restrictions on holding them in all client accounts maintained at the Firm.
Disclosure of Disciplinary Action Relevant to Mutual
Fund Share Classes and Wrap Accounts:
On March 14, 2016, the Firm, SagePoint Financial, Inc. and FSC Securities Corporation (collectively, the “Osaic Inc. Firms”)
consented to the entry of an Order Instituting Administrative and Cease-and- Desist Proceedings (“Order”) by the U.S.
Securities and Exchange Commission (the “SEC”). The Order focuses on two specific issues related to our fee-based advisory
business conducted between 2012 and 2014 at the Osaic Inc. Firms. In summary, the SEC found that the Osaic Inc. Firms
placed certain advisory clients invested in the Advisor Managed Portfolios program in mutual fund share classes with
higher expense costs when lower expense cost share classes of those funds were available. The SEC found that this financial
incentive, to place non-qualified advisory clients in higher fee share classes, presented a conflict of interest that should
have been disclosed to clients. The SEC also concluded that the Osaic Inc. Firms failed to adopt written compliance policies
or procedures governing mutual fund share class selection. In addition, the SEC found the Osaic Inc. Firms failed to timely
monitor certain wrap advisory accounts for inactivity pursuant to Osaic Inc. Firm’s written compliance policies and
procedures.
Without admitting or denying the SEC’s findings, the Osaic Inc. Firms agreed to cease and desist from committing or causing
any violations and any future violations of Sections 206(2), 206(4) and 207 of the Investment Advisers Act and Rule 206(4)-
7 thereunder. The Osaic Inc. Firms agreed to jointly pay disgorgement of $1,956,460 and prejudgment interest of $93,399,
a civil penalty of $7,500,000 and to retain a qualified independent compliance consultant. To address the issues presented
in the Order, the Firm has implemented new policies and procedures relating to mutual fund share class selection designed
to expand the number of lower cost share classes available to advisory clients, provide training on share class selection,
and require the rebating of 12b-1 fees to all advisory clients going forward. The Firm has also enhanced its Form ADV
disclosures. In addition, the Firm has enhanced its policies and procedures for the review and on-going use of wrap
accounts managed by the Firm’s Investment Advisory Representatives.
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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 creates 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 Wealth, Inc. is a subsidiary of Osaic, Inc., an indirect wholly-owned subsidiary of Osaic Holdings, Inc., which is
indirectly owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated
with Reverence Capital Partners LLC. RCP Artemis Co-Invest, L.P. is controlled by various other entities including RCP
Artemis Co-Invest GP, LLC, RCP Opp Fund II GP, L.P., RCP Genpar L.P., RCP Genpar Holdco LLC, MRB ICBC LLC, and The
Berliniski Family 2006 Trust.
Other Industry Affiliates
The Firm has the following affiliates, which are either wholly-owned subsidiaries of Osaic, Inc., or wholly-owned
subsidiaries of one of Osaic, Inc.’s affiliates.
The Firm is also affiliated with VISION2020 Wealth Management Corp., a registered investment adviser with the SEC. We
offer investment advisory programs sponsored by VISION2020 Wealth Management Corp.
Osaic, Inc.
owned by Osaic Holdings, Inc.
Holding Company
VISION2020 Wealth Management Corp.
owned by Osaic, Inc.
Registered Investment Advisor
Osaic Services, Inc.
owned by Osaic, Inc.
Broker-Dealer
The Firm also has Related Persons, as they are under common control of Osaic, Inc.’s parent company, Osaic Holdings, Inc.
The following chart details the Related Persons, which are wholly owned subsidiaries of Osaic Holdings, Inc.
Ladenburg Thalmann Asset Management, Inc.
owned by Osaic Holdings, Inc.
Registered Investment Advisor
Osaic Advisory Services, LLC
owned by Osaic Holdings, Inc.
Registered Investment Advisor
Highland Capital Brokerage
owned by Osaic Holdings, Inc.
Insurance Company
Premier Trust, Inc.
owned by Osaic Holdings, Inc.
Trust Company
Osaic Institutions Holdings, Inc.
owned by Osaic Holdings, Inc.
Holding Company
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Osaic Institutions, Inc.
owned by Osaic Institutions Holdings, Inc.
Registered Investment Advisor, Broker/Dealer
Ladenburg Thalmann & Co., Inc.
owned by Osaic Holdings, Inc.
Broker-Dealer
CW Advisors, Inc.
owned by Osaic Holdings, Inc.
Registered Investment Adviser
Broker -Dealer Registration
As noted in Item 4, Osaic Wealth, Inc. is registered as an investment adviser with the SEC in order to offer investment
advisory products and services to its advisory clients. Osaic Wealth is also a member of the Financial Industry Regulatory
Authority (“FINRA”) as a broker-dealer engaged in the offer and sale of securities products. Osaic Wealth’s registration as
a broker-dealer is material to our advisory business because the majority of our advisory accounts are held by Osaic Wealth
as introducing broker-dealer to its clearing firms, Pershing and NFS. When Osaic Wealth introduces accounts to its clearing
firms, additional compensation is earned by Osaic Wealth. The conflicts of interest due to this additional compensation are
further described herein or within other disclosures for the program.
Most of our Advisory Representatives are associated with Osaic Wealth as Registered Representatives. Your Advisory
Representative will take into consideration all types of accounts that could be offered (i.e., both brokerage and advisory
accounts) when making the recommendation of an account that is in your best interest. Refer to the Investment Advisor
Public Disclosure website at adviserinfo.sec.gov for more information on your Advisory Representative’s specific licenses
or brokercheck.finra.org for registered representatives specific licenses.
Account recommendations include recommendations of securities account types generally (e.g., to open an IRA or other
brokerage account), as well as recommendations to roll over or transfer assets from one type of account to another (e.g., a
workplace retirement plan account to an IRA).
If acting as a Registered Representative your Advisory Representative can recommend the purchase of securities offered
by Osaic Wealth. In that case, your Advisory Representative would receive commissions for those products which will be
in addition to advisory fees charged on assets covered by your client’s advisory relationship. As such, Advisory
Representatives have an incentive to sell you commissionable products in addition to providing you with advisory services
when such commissionable products may not be suitable. Alternatively, they have an incentive to forego providing you
with advisory services when appropriate, and instead recommend the purchase of commissionable investments, if they
deem that the payout for recommending the purchase of these investments would be higher than providing management
advice on these products for an advisory fee. Therefore, a conflict of interest could exist between their interests and your
interests. We maintain policies and procedures to ensure recommendations are in your best interest.
While our securities sales are reviewed for suitability by an appointed supervisor, you should be aware of the incentives
we have to sell certain securities products and are encouraged to ask us about any conflict presented.
All such transactions are affected in compliance with the Advisers Act and other applicable laws, including our duty to seek
best execution.
Please be aware that you are under no obligation to purchase products or services recommended by us or members of our
Firm in connection with providing you with any advisory service that we offer.
Insurance
The Firm is also an insurance agency licensed to do business in all 50 states.
Advisory Representatives that are also insurance licensed are permitted to sell fixed insurance products including, but not
limited to, fixed annuities, term life insurance, and whole life insurance for compensation through the Firm’s insurance
agency or an independently owned agency.
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Highland Capital Brokerage (“Highland”) is a Related Person of the Firm and an independent insurance brokerage firm that
delivers life insurance, fixed and equity indexed annuities, long-term care solutions and variable insurance wholesaling
support to investment and insurance providers. Some employees of Highland may also be registered with us and/or our
broker/dealer affiliates.
Outside Business Activities
Since registered representatives are independent contractors of Osaic Wealth, they have the ability to engage in certain
other business activities separate from the activities they conduct through Osaic Wealth. Some of Osaic Wealth’s affiliated
registered representatives are permitted to be employed by, or own, a financial services business entity, including an
investment adviser business, separate from Osaic Wealth. Although this is not considered a conflict of interest, clients
should be aware that these situations can exist. Such activities include tax preparation, insurance, and/or real estate
services. When your Advisory Representative engages in these certain other business activities (other than the provision
of brokerage and advisory services through us), they could receive greater compensation through outside business
activities.
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. Except as disclosed
below, your Advisory Representative, 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. 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 Related Persons:
• Premier Trust: Premier Trust is a Nevada chartered trust company that provides trust, estate planning and
administrative services. When making any recommendation, Advisory Representatives 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.
• 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 professionals and their clients. Some employees of Highland are also registered with us and/or our
broker/dealer affiliates. Advisory Representatives receive indirect compensation in the form of rebated 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.
• CW Advisors, LLC (“CWA”): CWA is an SEC registered investment adviser and an affiliate of the Firm. CWA offers
personalized investment management services to a variety of clients, including individuals, high net worth
individuals and families, trusts, estates, charitable organizations, other investment advisers, private funds,
corporations, and other business entities. Advisory Representatives have the option to refer clients to CWA for
family office and related advisory services. This referral arrangement creates a conflict of interest because the Firm
and Advisory Representatives receive compensation for such referrals, which are based on a percentage of the
advisory fees paid by the referred client.
Clients are under no obligation to engage CWA for advisory services. Any referral made to CWA is based on the
Advisory Representative’s assessment that CWA’s services are appropriate for the client’s needs. CWA provides
referred clients with its disclosure brochures, which contain additional information regarding its sponsored
programs and are available to any client or prospect upon request.
• Ladenburg Thalmann & Co. Inc. (LTCO) – LTCO, which is a registered broker-dealer and an affiliate of the Firm, as
referenced above, is affiliated with Ladenburg Thalmann Index, LLC (LTI), which has a strategic partnership with
ALPS Advisors, the investment advisor for the ALPS Electrification Infrastructure ETF (Nasdaq: ELFY). LTI receives
direct compensation in the form of a licensing fee based on the total assets under management reported in ELFY.
ELFY seeks investment results that correspond (before fees & expenses) generally to the performance
of LTI's Ladenburg Thalmann Electrification Infrastructure Index. LTI is a limited liability company whose
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members are a LLC controlled by Mark McLain, a registered representative of LTCO, and Osaic Holdings Inc. (OHI),
the parent company of LTCO and its affiliated firms. Each holds a 50% membership interest in LTI. Through its
membership in LTI, OHI receives indirect economic benefit based on ELFY's asset growth.
This arrangement creates a material conflict of interest for the Firm because the financial arrangements
among LTI, OHI, and its affiliated firms create an incentive to recommend ELFY to clients over other investments
that may be more suitable or have lower costs. The Firm and its affiliates maintain supervisory procedures
designed to identify, disclose, and mitigate such conflicts of interest, including ensuring that any recommendation
of ELFY is based on the client’s best interest. Additionally, while your Advisory Representative earns advisory fees
for Program Investments, including investments in ELFY, Firm waives its administrative fee for all assets
specifically invested in ELFY.
• Ladenburg Thalmann Asset Management, Inc. (LTAM): LTAM is an SEC registered investment advisor 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.
o 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, however, LTAM utilizes a share class that does not pay a fee to LTAM for management
of the Collective Investment Trusts assets. Our Advisory Representatives can recommend clients invest in
these funds as well as other Ladenburg portfolios. Transactions within these funds are executed through
Ladenburg Thalmann & Co. Inc. (LTCO), which receives no commissions when executing trades on behalf
of the Funds.
o 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 Advisory Representatives can recommend clients use
$ymbil®, and if clients implement transactions using $ymbil®, both the Firm and our Advisory
Representatives 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.
o LTAM will also act as an ERISA Section 3(38) investment manager, providing discretionary 3(38) Manager
Program Services to retirement plans in partnership with Plan Fiduciaries and/or Sponsors. By entering
into these agreements, LTAM assumes full discretionary authority for selecting, monitoring, and managing
a diversified suite of investment options for these retirement plans, LTAM and the Firm 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. Advisory Representatives are not acting as a fiduciary for purposes of ERISA when
recommending these retirement plans 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 the Wealth Management Platform -
Unified Managed Account Program) and the Third-Party Advisory Services. LTAM is among the Third-Party Money
Managers that can be recommended to clients. The Firm has a conflict of interest when recommending LTAM to clients.
Advisory Representatives receive compensation that varies depending on the TPMMs recommended. The Firm earns more
total compensation when a client selects LTAM as a Third-Party Money Manager than we would earn if the client selects
certain other unaffiliated TPMMs. Thus, our Advisory Representatives 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 Advisory Representatives to make suitable recommendations, to act as a fiduciary to clients,
and to act solely in clients’ best interests.
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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 Advisory Representatives own
less than
0.5%, indirectly through a Reverence Capital Partners-controlled entity, in Envestnet. As a result, the Firm and Advisory
Representatives 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 in the table above, the Firm is a subsidiary of Osaic 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
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 the Firm’s clients. CAIS also makes available certain private investment funds
organized and sponsored by Reverence Capital Partners on the CAIS platform. When such funds are held in the Firm’s
advisory accounts, as with any funds held in the Firm's advisory accounts, the Firm earns advisory fees on those assets. The
ownership of CAIS entitles Reverence Capital Partners to appoint a member to the board of directors of CAIS and certain
committees thereof and otherwise grants Reverence Capital Partners certain consent and veto rights over actions taken by
CAIS and its affiliates.
In addition, as disclosed in Item 4 above, our agreement with CAIS provides for a payment to us of up to 10 basis points
(0.10%) on the sale amount of certain alternative investment products sold through the CAIS platform. The Firm therefore
has an incentive to recommend certain alternative investments on the CAIS platform arising from this additional
compensation, which is a conflict of interest. However, your Advisory Representative does not receive any portion of this
compensation. Further, Reverence-sponsored funds are excluded from any additional platform compensation received
from CAIS.
Because of Reverence’s ownership interest in the Firm and CAIS, and the Firm’s platform arrangement with CAIS, we may
have an indirect incentive, or the appearance of an incentive, to recommend investment in Reverence-sponsored funds
made available on the CAIS platform. The Firm maintains policies and procedures designed to ensure recommendations of
products and funds are in the client’s best interest and made with consideration of various factors, including but not limited
to, the client’s investment objectives and financial circumstances. Further, Reverence-sponsored funds do not generate
more advisory fee compensation for your Advisory Representative than other investment products and do not generate
any additional platform compensation from CAIS.
Item 11 - Code of Ethics, Participation or
Interest in Client Transactions
and Personal Trading
We have adopted a Code of Ethics (the “Code”) to address securities-related conduct. The Code focuses primarily on
fiduciary duty, personal securities transactions, insider trading, gifts, and conflicts of interest. The Code includes our
policies and procedures developed to protect your interests in relation to the following topics:
•
The duty at all times to place your interests first;
•
The requirement that all personal securities transactions be conducted in such a manner as to be consistent with
the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and
responsibility;
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•
The principle that investment adviser personnel should not take inappropriate advantage of their positions;
•
The fiduciary principle that information concerning the identity of your security holdings and financial
circumstances are confidential; and
•
The principle that independence in the investment decision-making process is paramount.
This response is only intended to provide you with a summary description of our Code of Ethics. Please refer to our Code
of Ethics in its entirety located at osaic.com/disclosures.
It is the Firm’s policy to prohibit agency cross transactions where representatives act as brokers for both buying and selling
a single security between two different clients and are compensated through an agency commission or principal mark-up
for the trades. If we adopt a different policy in this area or exceptions are made, we will observe all rules and regulations
in accordance with the disclosure and consent requirements of Section 206(3) of the Advisers Act. Additionally, we are
aware that such transactions only occur if we ensure that we meet our duty of best execution for the client.
Related Person(s) to us may have an interest or position in securities which may be recommended to you.
Our Advisory Representatives, from time to time, can recommend investment products to you, including mutual funds,
variable and fixed annuities, and other insurance products, sponsored, distributed, or managed by our Related Persons.
Advisory Representatives may also recommend that you select portfolio managers that are Related Persons. These Related
Persons may, from time to time, place brokerage transactions with Osaic Wealth, Inc. and refer you to us. Such
recommendations and arrangements might create a conflict of interest because they may result in an increase in
compensation for us, our Advisory Representatives and our Related Persons.
While our security sales are reviewed for suitability by an appointed supervisor, you should be aware of the incentives we
have to sell certain securities products and are encouraged to ask us about any conflict presented.
We may recommend securities to you or buy or sell securities for your account at or about the same time we buy or sell the
same securities in our own account. In those instances, the Firm maintains policies and procedures to avoid, detect, and
correct conflicts of interest that arise if you and the Advisory Representative (including Related Persons) invest in the same
security on the same side of the market on the same day.
Item 12 - Brokerage Practices
Selection of Broker -Dealers
Although we may utilize other broker-dealers and account custodians to service your advisory account, we generally use
Osaic Wealth (in their capacity as a broker-dealer) which introduces accounts to its clearing firms. By using Osaic Wealth,
we are able to provide a uniform technology platform to our Advisory Representatives for the management of client
accounts and provide clients a uniform clearing and custodial platform applicable to both advisory and non-advisory
brokerage accounts.
You will enter into separate custodial/clearing agreements with the applicable custodian for your advisory account. Your
funds and securities are held with those custodial firms, and not by us, Osaic Wealth or your Advisory Representative.
Custodians handle the delivery and receipt of all securities bought and sold in your account, values securities, receives and
distributes all dividend and other distributions, and processes exchange offers, rights offerings, warrants, tender offers, or
redemptions. Custodians also send trade confirmations (unless suppressed by you), periodic account statements of all
activities, and shareholder communications. They maintain custody of your assets and perform other customary custodial
services. Currently, the firm utilizes NFS, Pershing, Fidelity and Schwab for custodial services.
Osaic Wealth’s business relationship with NFS and Pershing provides Osaic Wealth with other benefits, including favorable
pricing, receipt of revenue sharing payments and receipt of a portion of interest payments on margin loans. In addition,
these firms provide Osaic Wealth payments for certain conferences and programs. The Firm has an economic interest to
use Osaic Wealth in their capacity as introducing broker-dealer and Osaic Wealth has an economic incentive to use NFS and
Pershing as its clearing firm for trade execution and custody over other firms that do not or would not provide such
economic benefits to Osaic Wealth, even if such other firms might be more beneficial to clients of the firm. These substantial
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economic benefits are further described in Item 4 - Margin Loans, Item 5 - Sweep Program and Item 14 - Client Referrals
and Other Compensation. Osaic Wealth also has a contract with NFS and Pershing which provides Osaic Wealth with
incentives to place assets with these firms, as well as disincentives in the form of charges to Osaic Wealth if it were to
terminate its contract before the end of the contract term. Accordingly, we have a financial incentive and conflict of interest
to recommend and use Osaic Wealth and NFS or Pershing for brokerage and custodial services.
Transactions executed through these entities are subject to our duty to obtain “best execution”, i.e., a price that is as
favorable to you as possible under the prevailing market conditions. While we make every attempt to obtain the best
execution possible, there is no assurance that it will be obtained. You should consider whether our programs result in costs
or other disadvantages to you as a result of possibly less favorable trade executions.
We do not engage in any formal soft dollar practices.
Schwab provides the Firm with access to its institutional trading and custody services, which are typically not available to
Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis,
at no charge to them so long as a total of at least $10 million of the advisor’s clients’ assets are maintained in accounts at
Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities
transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and
other investments that are otherwise generally available only to institutional investors or would require a significantly
higher minimum initial investment. Please note that the Firm’s programs utilizing Schwab as custodian and broker-dealer
are closed to new accounts and clients.
Fidelity provides the Firm with technology platforms or other software to access Fidelity’s brokerage system. These
systems aid the Firm in providing services to its clients, and their accounts, which includes software that makes available
client’s account data, facilitates trade execution, allocates aggregated trade orders, facilitates payment of fees from client
accounts, and assists with back-office functions, such as recordkeeping and client reporting. Fidelity may also assist the
Firm with Advisory Representatives joining the Fidelity platform, and in some cases, pay account transfer fees or other
charges the client may have to pay when changing custodians or service providers. The agreement for services described
above may be better or worse than the terms offered to other advisors and may depend on the type or amount of business
the Firm and its client conduct with Fidelity. Other factors may be considered as well, including the amount of assets in
accounts with Fidelity within a certain timeframe. Our Advisory Representatives are motivated by these factors when
recommending Fidelity accounts to clients. The Firm will establish pricing on commissions, account transactions, and other
service fees for accounts in which Fidelity is the custodian. This pricing will be agreed upon based on the current and
expected type and amount of business the Firm plans to do with Fidelity. Please note that the Firm’s programs utilizing
Fidelity as custodian and broker-dealer are only open to certain Advisory Representatives.
Trading Practices
Occasionally, a trading error can occur where either we, or our Advisory Representatives, are at fault for affecting one or
more erroneous securities transactions for a client’s brokerage account. If this occurs in your account, the error will be
corrected, and your account will be restored to the same economic position had the error never occurred. In the process of
restoring your account, a profit may be realized, or a loss suffered in connection with correcting this error. Neither losses
nor gains realized will be passed on to you. As a result, trade corrections can result in a financial benefit to us or our
affiliated broker/dealers.
In connection with the provision of Third-Party Advisory Services, our choice of custodian will be limited to those choices
offered by the Third-Party Advisory Service.
When possible, the Firm and your Advisory Representative can aggregate client transactions to improve the quality of
execution. Mutual funds held in client accounts do not lend themselves to aggregate or block trades. To the extent other
securities are purchased that do lend themselves to aggregating or block trading (e.g., stocks or exchange traded funds),
the Firm and your Advisory Representative can aggregate client transactions. The Firm and our Advisory Representatives
allocate trades to advisory clients in a fair and equitable manner that is applied consistently. When trades are not
aggregated, clients may not enjoy the effects of lower transaction per share costs that often occur as a result of aggregating
trades. As a result, you can pay a higher transaction cost than could be received elsewhere. Partial fills will be allocated in
a way that does not consistently advantage or disadvantage particular client accounts and are generally filled pro-rata
among participating accounts.
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The aggregation and allocation practices of mutual funds and Third-Party Money Managers that we recommend to you are
disclosed in the respective mutual fund prospectuses and Third-Party Money Manager disclosure documents which will be
provided to you.
Transactions executed at broker-dealers other than the one at which a client’s account is held are sometimes called “step-
out” trades. The Firm or an investment manager that has the discretion to execute step-out trades with broker-dealers
other than the account custodian will incur additional transaction, trading, or execution fees that the client will pay as a
result of such step-out trades. Additional transaction, trading, or execution fees resulting from step-out trades will increase
the client’s cost and negatively impact investment performance. However, a step-out trade can potentially allow the
investment manager to achieve better price execution.
The Firm and investment managers may decide to step-out for a variety of reasons, including to obtain an optimal
combination of price and service for the client or to satisfy the investment manager’s best execution obligation. Investment
managers have the discretion to utilize step-out trades in circumstances including, but not limited to, those involving equity
securities, fixed-income securities, structured products, derivatives (e.g., options), thinly traded securities, illiquid
securities, and ETFs. A step-out trade occurs in some instances when an investment manager purchases equity securities,
fixed-income securities, structured products, derivatives (e.g., options), thinly traded securities, illiquid securities, ETFs, or
other securities from a different broker-dealer or the broker or dealer selling the securities to obtain a more favorable price
or because the particular security is not available through the account custodian.
Item 13 - Review of Accounts
Each purchase or sale of a security affected by our Advisory Representative in your account is monitored for suitability by
an appointed supervisor. In addition, our Advisory Representatives periodically review your accounts as needed, but no
less than annually. Such review and any consultation typically contain, when warranted, advice regarding recommended
changes to your investments and recommendations for implementation of proposed changes.
You will receive monthly and/or quarterly account statements from the custodian. Your Advisory Representative can also
send you a quarterly performance report (“QPR”). QPRs are for informational purposes only and based on information
believed to be accurate, but that we have not verified. For accurate account information, you must refer to the account
statement from the account custodian.
Item 14 - Client Referrals and Other
Compensation
Client Referrals
From time to time, the Firm and/or its Advisory Representatives enter into promoter arrangements with clients, third
parties or other financial intermediaries for lead generation, client referrals or solicitation for program accounts. A
promoter (including solicitors) is any person providing a testimonial or endorsement. Promoter arrangements are
conducted in accordance with the SEC’s “Marketing Rule” (Rule 206(4)-1). The Marketing Rule covers both cash and non-
cash compensation paid to promoters. This includes advisory fees based on a percentage of assets under management or
amounts invested, flat fees, hourly fees, reduced advisory fees, fee waivers, cash sales awards and any other methods of
cash compensation. Due to the promoter’s arrangement with the Firm, a promoter is not compensated for referring a client
who opens a brokerage account rather than an advisory account, and as a result encourages the client to open an advisory
account instead of a brokerage account. Promoter arrangements give rise to material conflicts of interest because the
referring party has a financial incentive to introduce new investment advisory clients to the Firm and its Advisory
Representatives. Clients who are introduced to the Firm and its Advisory Representative through a promoter arrangement
receive specific disclosures at the time of the introduction. If you receive such disclosures, you should review them carefully
to understand the details of the Firm’s arrangements with the person introducing you to the Firm. The Firm’s participation
in these referral arrangements does not diminish its fiduciary obligations to its clients.
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Networking Arrangements
There is an option for the Firm and its Advisory Representatives to offer advisory services on the premises of unaffiliated
financial institutions, like banks or credit unions. In such a case, the Firm 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.
Other Compensation
The Firm offers a range of investments and services to its clients. As you work with your Advisory Representative to
determine the right investments and services to achieve your investment goals, it is also important for you to understand
how the Firm, Osaic Wealth, Osaic, Inc., and your Advisory Representative are compensated. Certain forms of compensation
create conflicts of interest, and it is important for you to assess these conflicts of interest when making investment
decisions.
The Firm’s Advisory Representatives are compensated through varying structures depending on their relationship with
the Firm. Most Advisory Representatives operate as independent contractors and are compensated based on a percentage
of the advisory fee revenue attributable to the client accounts they service. This compensation is paid by the Firm directly
from the advisory fees collected from clients.
A smaller group of Advisory Representatives are employees of the Firm or an affiliated entity (“Employee
Representatives”). Compensation for Employee Representatives varies by individual agreement and can include a fixed
salary or a minimum salary combined with a production-based bonus or revenue-sharing component. In some cases,
Employee Representatives receive the greater of their minimum salary or their earned share of advisory fee revenue.
Because Advisory Representatives generally receive compensation tied to the amount of advisory fees generated, they have
a financial incentive to recommend advisory services, investment strategies, or account types that increase assets under
management or advisory fees paid by clients.
In some cases, we pay a portion of a Advisory Representative’s compensation to an Advisory Representative’s designated
supervisor(s). This creates a conflict of interest because the compensation affects the designated supervisor’s ability to
provide objective supervision of the Advisory Representative. The Firm mitigates this conflict through policies, procedures
and its governance structure. The Firm and our designated supervisors have an obligation to supervise Advisory
Representatives and may decide to terminate an Advisory Representative’s association with the Firm based on
performance, a disciplinary event, or other factors. The amount of assets serviced or revenue generated by an Advisory
Representative creates a conflict of interest when considering whether to terminate an Advisory Representative.
The Firm maintains policies and procedures to ensure recommendations are suitable and require that Advisory
Representatives always act in your best interest. We also maintain a supervisory structure to monitor the advisory
activities of your Advisory Representative to reduce conflicts of interest. You are encouraged to ask us about any conflict
presented.
In particular, we note the following:
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 the Firm. 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 by Osaic Wealth, Inc. based on the years of service with the Firm. 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 the Firm.
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Top Producer Opportunities
The Firm 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
The Firm provides the following compensation and ownership opportunities to certain Advisory Representatives:
•
The Asset Acceleration Program – We will make additional payments to Advisory Representatives on new assets
added to customer accounts custodied with Pershing or NFS with Osaic Wealth Inc. as the introducing broker. The
Program measures “net new assets,” which is defined as new assets (cash and securities) deposited in customer
accounts custodied with Pershing or NFS where Osaic Wealth, Inc. is the introducing broker, less any withdrawals
or transfers of assets from those accounts, measured over a 6-, 12- or 18-month period. Payment under the
Program is in the form of a loan, the balance of which is forgiven over three to seven years. Advisory
Representatives may qualify to be paid 35 basis points (0.35%), with certain Advisory Representatives qualifying
for payments of up to 70 basis points (0.70%) on all new net assets added to client accounts custodied with
Pershing and NFS over a 6-, 12-, or 18-month period. Your Advisory Representative may negotiate a higher
payment (i.e., up to 70 basis points) by agreeing to a longer term for the loan (i.e., up to 7 years), which creates an
incentive to remain affiliated with Osaic Wealth, Inc. Advisory Representatives formerly affiliated with Osaic
Wealth, Inc.’s affiliates Osaic FA, Inc. and Osaic FS, Inc. who maintain client accounts custodied through Fidelity
IWS will be eligible for payments of up to $100 per such account that is converted to NFS or Pershing (which is
paid directly to your Advisory Representative) and up to 25 basis points (0.25%) on all assets in such accounts
(which is paid in the form of a forgivable loan). These additional payments are intended to address a number of
factors which include, among other things, the additional expense associated with such transfers. This program
will end on May 31, 2026.
The Asset Acceleration Program creates a conflict of interest in that your Advisory Representative has a financial
incentive to recommend that a client open and maintain an account with Pershing and NFS and to recommend
switching investment products and services where a client’s current investment options may not be available
through us, in order to receive the Asset Acceleration Program benefit/payment. In addition, the Firm earns more
revenue when client assets are held through the Firm as introducing broker at Pershing or NFS. The Firm and its
Advisory Representatives attempt to mitigate these conflicts of interest by evaluating and recommending that
clients use our services based on the benefits that such services provide to clients, rather than the Asset
Acceleration Program compensation earned by any particular Advisory Representative. However, clients should
be aware of this conflict and take it into consideration when making a decision whether to establish or maintain a
relationship with us, or to transfer an existing account to Pershing or NFS. If the Firm makes these payments to a
new or existing Advisory Representative, there is also a conflict of interest because the Firm’s interest in earning
more revenue via assets custodied at Pershing or NFS affects its ability to objectively supervise the Advisory
Representative. The Firm has policies and procedures in place to mitigate this conflict, including ensuring that any
recommendation to change or establish a new investment advisory account is in the client’s best interest.
•
The Referral Rewards Program – Subject to certain qualifications and restrictions, the Firm will make payments to
affiliated Financial Professionals for referrals of unaffiliated Financial Professionals. For each qualified referred
Financial Professional who affiliates with the Firm, the referring Financial Professional will receive up to 3% of the
referred Financial Professional’s trailing 12-month production and up to 3% of the referred Financial
Professional’s first 12 months of production. The Firm is responsible for these payments and the payments to the
Financial Professional are not a portion of the fees and/or commissions you pay. Your Financial Professional’s
status as a referring Financial Professional is not a conflict to you because if referring, the referred Financial
Professional’s production is unrelated to your account. Your Financial Professional’s status as a referred Financial
Professional is not a conflict to you, because your Financial Professional is not compensated specifically for being
part of the Referral Rewards Program.
•
The Equity Ownership Plan – Certain Advisory Representatives who are accredited investors are offered the
opportunity to invest in AG Artemis Holdings, L.P, the parent entity of Osaic Wealth, Inc.
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Loans
The Firm 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 the Firm through the end of the loan period. These loans create a conflict of interest for the
financial professional to retain affiliation with the Firm 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, the Firm, Osaic Wealth and/or Osaic, Inc. 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), and
structured products.
•
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 Osaic Wealth and/or Osaic, Inc. differing amounts of revenue sharing, for which the
Strategic Partner receives different benefits. You do not pay more to purchase Strategic Partner investment products
through Osaic Wealth than you would pay to purchase those products through another broker- dealer. Additionally,
revenue-sharing payments received by Osaic Wealth and/or Osaic, Inc. are not paid to or directed to your Advisory
Representative. Nevertheless, a conflict of interest exists, in that Osaic Wealth and/or Osaic, Inc. 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 the firm maintains policies and procedures to ensure recommendations are in your best interest.
Osaic Wealth will update information regarding Strategic Partners who participate in revenue sharing arrangements with
Osaic Wealth 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 Wealth and/or Osaic, Inc. also receive revenue sharing payments from companies that are not
Strategic Partners, generally to cover meetings expenses.
Clearing & Custodial Firms
NFS and Pershing provide significant compensation to Osaic Wealth 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 Wealth. 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 NFS and Pershing. Due to the
significant penalties Osaic Wealth would incur if Osaic Wealth terminated the contracts with NFS or Pershing within the
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first several years of contract implementation, the Firm has an incentive to continue with the long-term contracts Osaic
Wealth has in place with NFS and Pershing. Our Advisory Representatives receive indirect compensation from the Firm for
a certain level of assets with NFS and Pershing. Thus, they are incentivized to recommend NFS and Pershing to you over
other options.
Certain custodian fees apply to your clearing accounts. In some instances, Osaic Wealth pays a portion of the fee charged.
In some instances, Osaic Wealth applies a markup to these fees. Please see the Pershing and NFS Client Fee Disclosure
brokerage fee schedules (website below) for details on all of these fees and footnote 1, which identifies each specific item
which Osaic Wealth 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 the advisory fees you pay to us.
The Firm exercises no discretion, nor provides any advice or recommendation in the selection of NFS or Pershing for any
specific account or client. As a result, any difference in compensation to the Firm is based solely on the contracts with NFS
and Pershing and your Advisory Representative’s election of NFS and Pershing. Secondly, Advisory Representatives do not
share in any compensation paid by the custodians to the Firm. As a result, Advisory Representatives have no financial
conflict of interest in any recommendation of NFS and Pershing to clients.
For clients with assets custodied at Schwab and Fidelity, the Firm receives an economic benefit from Schwab and Fidelity
in the form of the support products and services it makes available to us and other independent investment advisors whose
clients maintain their accounts at Schwab and Fidelity. We benefit from the products and services provided because the
cost of these services would otherwise be borne directly by us, and this creates a conflict. These products and services, how
they benefit us, and the related conflicts of interest are described in Item 12.
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, the Firm 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
The Firm is deemed to have custody of client funds and securities under Rule 206(4)-2 of the Investment Advisors Act of
1940 due to our advisory agreements and certain custodial agreements authorizes us to deduct advisory fees directly from
client accounts and to instruct the qualified custodian to disburse client funds or transfer client securities in accordance
with client instructions. Although we do not hold physical custody of client assets, this authority results in the Firm being
deemed to have custody.
Client assets are maintained with a qualified custodian in the client’s name. The qualified custodian sends account
statements directly to clients at least quarterly. Clients are encouraged to carefully review the statements received from
the qualified custodian and compare to any reports the Firm provides.
In accordance with applicable regulatory requirements, the Firm undergoes an annual surprise examination by an
independent public accountant to verify client funds and securities.
Osaic Wealth, Inc. IA Brochure – 2026.2
52
Current as of March 31, 2026
Item 16 - Investment Discretion
We manage your accounts on either a discretionary or non-discretionary basis. We will only manage your account on a
discretionary basis upon obtaining your consent. Your consent is typically granted and evidenced in the client agreement
that you sign with us. We define discretion 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.
We give advice and take action in the performance of our duties to you, which differs from advice given, or the timing and
nature of action taken, with respect to our clients’ accounts.
Item 17 - Voting Client Securities
We do not have the authority to vote proxies solicited by, or with respect to, the issuers of securities held in your account.
Typically, proxy materials will be forwarded to you by your custodian. We will forward proxy materials that we receive to
you. Please contact us at any time with questions you have regarding proxy solicitations. For the accounts in the UMA
program described above, proxy materials are forwarded by your custodian to Envestnet, which has authority to vote
pursuant to the client investment advisory agreement.
In addition, we do not take any action or render any advice with respect to any securities held in any accounts that are
named in or subject to class action lawsuits or bankruptcy proceedings. However, we will forward you any information we
receive regarding class action legal matters involving any security held in your account.
Item 18 - Financial Information
Osaic Wealth, Inc.’s consolidated statement of financial condition for fiscal year end 2024 is included with this Brochure.
Osaic Wealth, Inc. does not have any financial condition that is reasonably likely to impair its contractual commitments to
clients.
Securities and investment advisory services are offered through Osaic Wealth, Inc., broker-dealer, registered investment adviser and member of FINRA and
SIPC. Osaic Wealth, Inc. is separately owned and other entities and/or marketing names, products or services referenced here are independent of Osaic
Wealth, Inc.
© Osaic Wealth, Inc. • 18700 N. Hayden Rd. Suite 255 • Scottsdale, AZ 85255 • 800-821-5100 • osaic.com
Osaic Wealth, Inc. IA Brochure – 2026.2
53
Current as of March 31, 2026
8-40218
01/01/2025
12/31/2025
OSAIC WEALTH, INC.
■
18700 N. HAYDEN ROAD, SUITE 255
SCOTTSDALE
AZ
85255
chris.mitchell@osaic.com
CHRIS MITCHELL
480-489-6024
DELOITTE & TOUCHE LLP
100 S MILL AVE #1800
TEMPE
AZ
85281
10/20/2003
34
CHRIS MITCHELL
OSAIC WEALTH, INC.
025
DECEMBER 31,
cmitchell
Digitally signed by cmitchell
Date: 2026.02.20 11:55:47 -07'00'
CORPORATE TREASURER & FINANCIAL OPERATIONS PRINCIPAL
STATEMENT OF FINANCIAL CONDITION AND RELATED NOTES
Osaic Wealth, Inc.
(SEC File Number 8-40218)
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
As of December 31, 2025
With Report of Independent Registered Public Accounting Firm
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Table of Contents
December 31, 2025
Page
1
Report of Independent Registered Public Accounting Firm
Financial Statement
Statement of Financial Condition
Notes to Financial Statement
2
3
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
i
GLOSSARY
Certain terms and abbreviations used throughout this report are defined below.
Term or abbreviation
ASC
ASU
CODM
FASB
FINRA
GAAP
Net Capital Rule
Definition
Accounting Standards Codification
Accounting Standards Update
Chief Operating Decision Maker
Financial Accounting Standards Board
Financial Industry Regulatory Authority
Generally Accepted Accounting Principles
SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, which
requires the maintenance of minimum net capital
Osaic Financial Services, Inc.
Osaic, Inc.
Osaic Holdings, Inc.
Proprietary account of a broker-dealer
Registered investment adviser
Securities and Exchange Commission
Signature Estate & Investment Advisors
OFSI
OSA
OSHI
PAB
RIA
SEC
SEIA
Strategic Partnership Sponsors Third-party investment and insurance companies for which the Company provides
U.S.
marketing services for their advisory, insurance and brokerage products
United States of America
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
ii
Deloitte & Touche LLP
100 South Mill Avenue
Suite 1800
Tempe, AZ 85281-2804
USA
Tel: +1 602 234 5100
www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and Board of Directors of Osaic Wealth, Inc.:
Opinion on the Financial Statement
We have audited the accompanying statement of financial condition of Osaic Wealth, Inc. (the
"Company") as of December 31, 2025, and the related notes (collectively referred to as the "financial
statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of December 31, 2025, in conformity with accounting principles generally
accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement based on our audit. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statement is free
of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial
statement, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that our audit of the financial statement provides a reasonable basis for our opinion.
February 20, 2026
We have served as the Company's auditor since 2017.
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Statement of Financial Condition
(In Thousands, Except Par Value and Share Amounts)
December 31, 2025
ASSETS
$
Cash and cash equivalents
Restricted cash
Receivables from broker-dealers and clearing firms
Accounts receivable
Receivables from affiliates
Goodwill
Intangible assets, net
Income tax receivable
Prepaid expenses and other assets
Total assets
$
292,046
1,075
35,635
285,840
198
2,334,114
645,931
970
25,428
3,621,237
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
$
Advisory and commissions payable
Deferred compensation payable
Accounts payable and accrued expenses
Payables to affiliates
Deferred tax liabilities, net
Other liabilities
Total liabilities
187,250
6,220
21,574
65,497
87,095
4,569
372,205
Commitments and contingencies (Note 9)
STOCKHOLDER'S EQUITY:
Common stock, $0.10 par value; 1,500,000 shares authorized; 100,000 shares issued and outstanding
Additional paid-in capital
Accumulated deficit
Total stockholder's equity
Total liabilities and stockholder's equity
$
10
3,967,127
(718,105)
3,249,032
3,621,237
See accompanying notes.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
2
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE COMPANY
Osaic Wealth, Inc. (the "Company") is a wholly owned subsidiary of OSA, which is a wholly owned subsidiary of OSHI.
OSHI is an indirect wholly owned subsidiary of OFSI.
The Company is a broker-dealer registered with FINRA and the SEC pursuant to the Securities Exchange Act of 1934 and an
investment adviser registered under the Investment Advisers Act of 1940. The Company provides an integrated technology
suite of brokerage and investment advisory services and business management tools to affiliated financial professionals. The
Company offers multiple affiliation options, which allow financial professionals to affiliate with the Company directly as
either independent contractors ("independent financial professionals") or employees ("employee financial professionals"),
collectively referred to as "affiliated financial professionals" unless otherwise noted. Through its platform, the Company
provides access to diversified financial products and services, enabling its affiliated financial professionals to offer
personalized financial advice and brokerage services to retail investors (their "clients"). The Company executes its affiliated
financial professionals' clients' transactions on a fully disclosed basis through unaffiliated clearing firms which carry the
accounts and securities of the affiliated financial professionals' clients.
Consolidation
On April 26, 2023, OFSI announced its intent to transition its multi-branded network of wealth management firms to a new,
single wealth management brand. On January 24, 2025, the Company entered into merger agreements with Osaic FA, Inc.
and Osaic FS, Inc., which are companies under common control, to merge the entirety of their broker-dealer and RIA
businesses into the Company. For additional information, refer to "Note 3 – Common Control Transactions."
Management of the Company has performed an evaluation of subsequent events through February 20, 2026, which is the date
the financial statement was available to be issued.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The financial statement was prepared in accordance with U.S. GAAP, which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent liabilities at the date of
the financial statement. Actual results could differ from those estimates and assumptions.
Reportable Segment
The Company operates exclusively in the U.S. as one reportable segment as it only reports financial information on a
consolidated basis to its CODM.
Cash and Cash Equivalents
The Company has defined cash equivalents as highly liquid investments with original maturities of less than 90 days that are
not held for sale in the ordinary course of business. The Company's cash equivalents include U.S. Treasury bills that have a
maturity date of less than 90 days as of the date of purchase, which are measured at fair value.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
3
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
A financial instrument's level within the fair value hierarchy is based upon the lowest level of any input that is significant to
the fair value measurement that maximizes the use of observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available. However, the determination of what constitutes observable
requires judgment. Management considers observable data to be market data, which is readily available, regularly distributed
or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the
relevant market.
The Company's fair value measurements are evaluated within the fair value hierarchy based on the nature of inputs used to
determine the fair value at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its
investments in a hierarchy as follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the
Company has the ability to access at the measurement date.
Level 2: Inputs, other than quoted prices, that are observable for the asset or liability either directly or indirectly,
including inputs in markets that are not considered to be active.
Level 3: Inputs that are unobservable.
As of December 31, 2025, the Company had U.S Treasury bills of $244.8 million included within "Cash and cash
equivalents" in the Statement of Financial Condition. The fair value of the U.S. Treasury bills is based on quoted prices
obtained from independent vendor services calculated on a trade-date basis as of the close of the period, which are considered
Level 1 inputs. The Company had no other material financial instruments recorded at fair value as of December 31, 2025.
Restricted Cash
Restricted cash consists of cash held by unaffiliated clearing firms as a deposit for maintaining minimum required cash
balances that the Company has no intention of accessing as of the date of this report.
Receivables from Broker-Dealers and Clearing Firms
The clearing operations for the Company's affiliated financial professionals' clients' securities transactions are provided by
unaffiliated clearing firms. Receivables from broker-dealers and clearing firms primarily consist of cash balances held at
these clearing firms which are due to the Company.
Goodwill
Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in a business
combination. Goodwill is not amortized but rather tested annually for impairment in the fourth fiscal quarter or more
frequently as events occur which may indicate that the carrying amount may not be recoverable.
When testing goodwill for impairment, the Company may first assess qualitative factors to determine if it is more likely than
not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, based on the
qualitative analysis, the Company determines that it is more likely than not that a reporting unit's fair value is greater than its
carrying amount, including goodwill, no further analysis is performed. If the Company determines that it is more likely than
not that a reporting unit's fair value is less than its carrying amount based on the qualitative analysis, the Company performs a
quantitative analysis. In the first step of the quantitative analysis, the Company compares the fair value of a reporting unit to
its carrying amount, including goodwill, to determine a potential impairment. If the fair value is less than the carrying
amount, the Company performs the second step of the quantitative analysis which consists of comparing the implied fair
value of the reporting unit's goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit's
goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss equal to the difference
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
4
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
between the implied fair value and the carrying amount. For additional information, see "Note 5 – Goodwill and Intangible
Assets, Net."
Intangible Assets, Net
Intangible assets consist of acquired intangible assets that are deemed to have finite lives and are amortized on a straight-line
basis over their estimated useful lives, ranging up to 18 years. The Company monitors the operating and cash flow results
related to its intangible assets to identify whether events or changes in circumstances indicate the remaining useful lives of
those assets should be adjusted or if the carrying amount may not be recoverable. When indicators of impairment are present,
recoverability is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be
generated by the respective intangible asset. If the carrying amount exceeds its estimated future cash flows, an impairment
charge is recognized for the amount by which the carrying amount of the intangible asset exceeds the estimated fair value.
For additional information, see "Note 5 – Goodwill and Intangible Assets, Net."
Income Taxes
In preparing the financial statement, the Company estimates income tax expense based on various jurisdictions where it
conducts business. This requires the Company to estimate current tax obligations and to assess temporary differences
between the financial statement carrying amounts and the tax basis of assets and liabilities. These temporary differences
result in deferred tax assets and liabilities. The Company then must assess the likelihood that the deferred tax assets will be
realized. A valuation allowance is established to the extent that it is more likely than not that such deferred tax assets will not
be realized. When the Company establishes a valuation allowance or modifies the existing allowance in a certain reporting
period, it generally records a corresponding increase or decrease to tax expense. Management makes significant judgments in
determining the income tax expense, deferred tax assets and liabilities and any valuation allowances recorded against the
deferred tax assets. Changes in the estimate of these taxes occur periodically due to changes in the tax rates, changes in the
business operations, implementation of tax planning strategies, resolution with taxing authorities of issues where the
Company had previously taken certain tax positions, and newly enacted statutory, judicial and regulatory guidance. These
changes could have a material effect on the Company's Statement of Financial Condition in the period or periods in which
they occur.
The Company recognizes the tax effects of a position in the financial statement only if it is more likely than not to be
sustained based solely on its technical merits; otherwise, no benefits of the position are to be recognized. The more-likely-
than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. Moreover,
each tax position meeting the recognition threshold is required to be measured as the largest amount that is greater than 50%
likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.
The Company is included in the consolidated federal income tax return of OFSI. In addition, in those states that have a
unitary structure, OFSI also plans to file consolidated returns which include the Company. Federal income taxes and state
income taxes under unitary structures are calculated as if the Company filed on a separate return basis, and the amount of
current tax expense or benefit calculated is either remitted to or received from OFSI. The amount of current taxes payable or
refundable is recognized as of the date of the financial statement, utilizing currently enacted tax laws and rates. The Company
uses the asset and liability method to account for federal and state taxes in accordance with authoritative guidance under U.S.
GAAP on income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax
benefits and consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis
using currently enacted tax rates for the years in which the temporary differences are expected to reverse. The Company
calculates its current and deferred state income taxes using the actual apportionment and statutory rates for states in which the
Company is required to file on a separate return basis.
Contingent Liabilities
The Company recognizes liabilities for contingencies when there is an exposure that, when fully analyzed, indicates it is both
probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a loss is determined to be
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
5
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
probable, the estimated range of possible loss is based upon currently available information and is subject to significant
judgment, a variety of assumptions and uncertainties. When a loss is probable and a range of possible loss can be estimated,
the Company accrues the most likely amount within that range; if the most likely amount of possible loss within that range is
not determinable, the Company accrues the minimum amount in the range. No liability is recognized for those matters which,
in management's judgment, the determination of a reasonable estimate of loss is not possible.
The Company records liabilities related to legal and regulatory proceedings in "Accounts payable and accrued expenses" in
the Statement of Financial Condition. The determination of these liability amounts requires significant judgment on the part
of management. Management considers many factors, including, but not limited to: the amount of the claim; the amount of
the loss in the client's account; the basis and viability of the claim; the possibility of wrongdoing on the part of one of the
Company's employees or affiliated financial professionals; previous results in similar cases; applicable indemnifications; and
legal precedents and case law. The actual costs of resolving legal matters or regulatory proceedings may be substantially
higher or lower than the amounts of the liability recorded for such matters. The costs of defense related to legal and
regulatory matters are expensed in the period they are incurred. For additional information, see "Note 9 – Commitments and
Contingencies."
Recently Adopted Accounting Pronouncements
ASU 2023-09 — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 470): Improvements to Income
Tax Disclosures. This ASU requires (i) annual disclosures of specific categories in the rate reconciliation, (ii) additional
disclosures for items in the rate reconciliation which meet or exceed specified thresholds, and (iii) disaggregation of income
taxes paid by jurisdiction. The amendments in this ASU were effective and adopted on January 1, 2025, and have been
applied prospectively. The adoption of this ASU resulted in new income tax disclosures for the Company. See "Note 6 –
Income Taxes" for details.
Recently Issued Accounting Pronouncements Not Yet Adopted
ASU 2023-06 — In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in
Response to the SEC's Disclosure Update and Simplification Initiative. This ASU impacts the disclosure and presentation
requirements of various topics within the Accounting Standards Codification ("Codification"), including, but not limited to,
the statement of cash flows, accounting changes and error corrections, interim reporting, commitments, debt and equity. The
amendments in this ASU are effective on the same date each amendment's removal from SEC Regulation S-X or SEC
Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable disclosure and presentation
requirements from SEC Regulation S-X or SEC Regulation S-K, the pending content in this ASU related to each respective
amendment will be removed from the Codification and will not become effective. The amendments in this ASU should be
applied prospectively and early adoption is prohibited. The Company does not expect the adoption of this ASU to have a
material impact on its financial statement.
ASU 2025-12 — In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU includes thirty-
three items/areas of improvement which are expected to clarify, correct errors, or make minor improvements to the
Codification in order to make the Codification easier to understand and apply. The amendments in this ASU are varied in
nature and include, but are not limited to, updating examples, clarifying calculations, adding references to guidance, and
removing previously superseded guidance within the Codification. This ASU is effective for the Company on January 1,
2027. The amendments in this ASU may be applied either prospectively or retrospectively, with early adoption permitted.
Entities can elect prospective or retrospective adoption on an issue-by-issue basis. The Company is currently evaluating the
guidance and the potential impact the adoption of this ASU will have on its financial statement.
NOTE 3 – COMMON CONTROL TRANSACTIONS
On January 24, 2025, Osaic FA, Inc. and Osaic FS, Inc. merged the entirety of their broker-dealer and RIA businesses into
the Company as non-cash transactions. All assets and liabilities were merged at OSHI's carrying values, and they did not
continue operations subsequent to the merger date.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
6
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
The mergers with Osaic FA, Inc. and Osaic FS, Inc. were accounted for as transactions between entities under common
control in accordance with ASC 805, Business Combinations. A common control transaction that results in a change in
reporting entity requires that the entities be combined by the entity that receives the net assets (i.e., the Company) as if the
change had been in effect since the beginning of the period being presented. Therefore, the Company's financial statement
and notes thereto as of December 31, 2025 reflect the transferred assets and liabilities at their respective carrying values as of
January 1, 2025, as if the entities had been combined from the beginning of the period. No new goodwill was recognized as a
result of these transactions. All intercompany transactions and account balances between the Company, Osaic FA, Inc., and
Osaic FS, Inc. have been eliminated.
The following table presents the assets and liabilities transferred to the Company as a result of the common control
transactions (in thousands):
As of January 1, 2025:
$
Assets
Liabilities
Net assets
$
761,389
40,491
720,898
NOTE 4 – ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following as of December 31, 2025 (in thousands):
$
Advisory and commission revenue receivable
Clearing credit and cash sweep revenue receivable
Strategic Partnership Sponsors revenue receivable
Other
Total accounts receivable
$
181,258
43,256
46,293
15,033
285,840
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table summarizes changes in the carrying value of goodwill (in thousands):
BALANCE — December 31, 2024
$
Common control transactions (Note 3)
ADJUSTED BALANCE — January 1, 2025
Goodwill contributed from acquisitions, net of purchase accounting adjustments(1)
BALANCE — December 31, 2025
$
1,965,509
346,446
2,311,955
22,159
2,334,114
(1) During the year ended December 31, 2025, assets and liabilities of certain acquired financial advisory firms were contributed to the Company. Refer to "Note 7 – Related Party
Transactions" for additional details. The balance also reflects immaterial purchase accounting adjustments made within the measurement period during the year ended December 31, 2025
related to OSHI's acquisition of Osaic FA, Inc. and Osaic, FS, Inc. in 2024, which merged with the Company on January 24, 2025.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
7
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
Intangible Assets, Net
As a result of the mergers with Osaic FA, Inc. and Osaic FS, Inc., the Company recorded a net carrying value of $217.5
million of financial professional relationships and $5.3 million of non-competition agreements as of January 1, 2025. For
more information, see "Note 3 – Common Control Transactions."
Intangible assets, net consisted of the following as of December 31, 2025 (dollars in thousands):
Gross Carrying
Value
Accumulated
Amortization
Net Carrying
Value
$
Financial professional relationships
Client relationships
Non-competition agreements
Trade names
Weighted-
Average Life
Remaining
(in years)
5.3
10.4
2.3
—
Total intangible assets
$
1,456,377 $
20,568
6,400
55,113
1,538,458 $
(833,176) $
(1,571)
(2,667)
(55,113)
(892,527) $
623,201
18,997
3,733
—
645,931
NOTE 6 – INCOME TAXES
The following table presents the components of deferred tax assets and liabilities as of December 31, 2025 (in thousands):
Deferred tax assets:
$
Capitalized research and development costs (IRC § 174)
State taxes
Accrued compensation
Accrued expenses
Allowance for credit losses
Fixed assets
Total deferred tax assets
5,894
5,340
1,670
1,651
1,394
931
16,880
Deferred tax liabilities:
Intangible assets
Prepaid expenses
Other
Total deferred tax liabilities
Deferred tax liabilities, net
$
(99,372)
(3,528)
(1,075)
(103,975)
(87,095)
The Company accrues interest and penalties related to any unrecognized tax benefits in income tax expense. As of December
31, 2025, the Company had no liability recorded for unrecognized tax benefits.
The Company files income tax returns in the federal jurisdiction, as well as most state jurisdictions, which are subject to
routine examinations by the respective taxing authorities. In the federal jurisdiction, the tax years of 2022 to 2025 remain
open to examination, and in the state jurisdictions, the tax years of 2021 to 2025 remain open to examination as of December
31, 2025.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
8
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
NOTE 7 – RELATED PARTY TRANSACTIONS
"Receivables from affiliates" and "Payables to affiliates," as shown on the Statement of Financial Condition, are generally
settled in cash on a monthly basis. OSA allocates certain revenues and expenses to the Company which results in receivables
from and payables to OSA.
Loans to Financial Professionals
Loans to financial professionals represent amounts provided primarily as recruiting and retention incentives. All new loans to
financial professionals are funded by and recorded at OSA, who is the loan counterparty. The loans are either repaid by the
financial professionals based on a fixed repayment schedule using an incentive bonus provided by OSA or, in the case of
forgivable loans, are amortized on a straight-line basis over the stated life of the loan. The expense related to incentive
bonuses provided for loan repayments and forgivable loan amortization is charged to the Company by OSA. If a financial
professional terminates their affiliation with the Company prior to the loan maturity date, the remaining balance becomes
payable immediately, and payments are made to OSA. OSA has established an allowance for credit losses to offset amounts
deemed uncollectible. In estimating an allowance for credit losses, management considers (i) whether the financial
professional is actively affiliated with the Company or has terminated their affiliation with the Company, (ii) historical
collection rates, (iii) current conditions and (iv) management forecasts. Credit losses from uncollectible balances or
subsequent recoveries are charged to the Company by OSA.
As of December 31, 2025, loans to financial professionals of $562.7 million were recorded on OSA related to affiliated
financial professionals of the Company, which include $103.0 million of loans to financial professionals that became
affiliated with the Company as a result of the mergers with Osaic FA, Inc. and Osaic FS, Inc. See "Note 3 – Common Control
Transactions" for additional details on the mergers.
Acquisition Contributions from Affiliate
During the year ended December 31, 2025, OSHI entered into one asset acquisition and two business combinations to acquire
certain financial advisory firms. The acquired assets, assumed liabilities and related equity were first contributed to OSA and
then contributed to the Company. The contributions consisted of $18.2 million of goodwill, $20.6 million of intangible assets,
$0.8 million of liabilities, and $38.0 million of equity.
Sponsor Investment in Affiliate
OSHI's sponsor, Reverence Capital Partners, L.P. ("Reverence"), owns a minority interest in a company which also provides
wealth management technology to the Company for its affiliated financial professionals. The transaction did not impact the
financial statement of the Company.
SEIA
Reverence, OSHI's sponsor, owns a majority share of SEIA, an RIA firm offering investment management and financial
planning services, of which OSHI previously owned a 9.9% interest in SEIA. On June 6, 2025, through a non-cash
distribution, OSHI contributed its equity ownership in SEIA, at carrying value, to AG Artemis Holdings, L.P., an indirect
holding company of OFSI, who then transferred the SEIA ownership to AG Artemis II Holdings GP, L.P. and AG Artemis II
Holdings, L.P., both indirect wholly owned subsidiaries of Reverence. Certain of the Company's affiliated financial
professionals use SEIA's advisory platform and generate advisory revenues through this platform.
Highland
The Company serves as a broker-dealer for Highland Capital Brokerage, Inc. ("Highland"), an independent insurance
brokerage firm and indirect wholly owned subsidiary of OSHI, and receives commission revenues for brokerage services
performed.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
9
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
NOTE 8 – NET CAPITAL REQUIREMENTS AND EXEMPTIONS
The Company operates in a highly regulated industry. Applicable laws and regulations restrict permissible activities and
investments and require compliance with various financial and client-related regulations. The consequences of
noncompliance can include substantial monetary and non-monetary sanctions. In addition, the Company is subject to periodic
examinations and supervision by various governmental and self-regulatory organizations. Certain withdrawals, including the
payment of dividends, require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such
withdrawals would not cause net capital to be less than the minimum requirements.
The Company is subject to the SEC's Net Capital Rule, which requires the maintenance of minimum net capital. The
Company elected to compute net capital under the alternative method as permitted by SEC Rule 15c3-1, which requires the
Company to maintain minimum net capital equal to the greater of $250,000 or 2% of aggregate debit items. Net capital can
fluctuate on a daily basis.
The net capital and net capital requirements for the Company as of December 31, 2025 are summarized in the following table
(in thousands):
Net Capital
Required Minimum Net Capital
Excess Net Capital
$
198,545 $
250 $
198,295
The Company is exempt from the computation for the determination of customer and PAB account reserve requirements and
possession or control requirements under SEC Rule 15c3-3(k)(2)(i) and (k)(2)(ii) and because the Company's other business
activities met the requirements specified in Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R.
§ 240.17a-5. During the year ended December 31, 2025, the Company did not have business activity under SEC Rule
15c3-3(k)(2)(i).
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Legal and Regulatory Matters
The Company is subject to claims and lawsuits arising in the normal course of business. The Company maintains errors and
omissions insurance for certain claims and lawsuits. Amounts not covered by indemnification or insurance, including
amounts less than the insurance deductible, will be paid directly by the Company. In addition, in the normal course of
business, the Company discusses matters with its regulators raised during regulatory examinations or other inquiries. These
matters could result in censures, fines, penalties or other sanctions.
On February 4, 2025 (amended April 26, 2025), a putative class action was filed in the U.S. District Court in Arizona alleging
that several of OSHI's subsidiaries, including the Company, breached certain of their fiduciary duties in connection with their
cash sweep programs. The damages sought are unspecified. The Company intends to vigorously defend against these claims.
A purported class action regarding private placements offered by GPB Capital Holdings, LLC ("GPB") has named the
Company as a defendant. This lawsuit was filed in the United States District Court for the Western District of Texas in
October 2019 against GPB and a number of other defendants including its founder, distributing broker-dealer, auditor, fund
administrator and approximately 76 broker-dealers that offered its funds, including the Company. The lawsuit alleges, among
other things, fraud, breach of fiduciary duty, negligence and violations of the Texas Securities Act in connection with sales of
private placements offered by GPB. Damages are unspecified. The Company intends to vigorously defend against these
matters.
Four separate multi-claimant FINRA arbitration claims named the Company as respondent with regard to certain limited
partnership investments that were connected to a former financial professional of the Company. The claims allege
responsibility by the Company for the actions of its former financial professional in relation to the partnership investments,
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
10
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
and they also allege failure in supervision of the financial professional. Two of these multi-claimant matters were settled and
paid and another was resolved in the Company's favor during 2025. For the remaining claim, the Company does not currently
expect the damages related to the alleged action or inaction of the Company to be material at this time.
As of December 31, 2025, the Company accrued approximately $11.3 million for legal and regulatory matters. Refer to "Note
2 – Significant Accounting Policies and Basis of Presentation" for a discussion of the criteria for recognizing liabilities for
contingencies. The Company may incur losses in addition to amounts accrued where the losses are greater than estimated by
management, or for matters for which an unfavorable outcome is considered reasonably possible, but not probable. The
Company estimates that the aggregate range of reasonably possible losses in excess of amounts accrued is from $0 to $47.3
million as of December 31, 2025. This estimated aggregate range of reasonably possible losses is based upon currently
available information and takes into account the Company's best estimate of reasonably possible losses for matters as to
which an estimate can be made. For certain matters, the Company does not believe an estimate can currently be made as
some matters are in preliminary stages and some matters have no specific amounts claimed. The Company's estimate involves
significant judgment given the varying stages of the proceedings and the inherent uncertainty of predicting outcomes. The
estimated range will change from time to time as the underlying matters, stages of proceedings and available information
change. Actual losses may vary significantly from the current estimated range. The Company believes, based on its current
knowledge and after consultation with counsel, that the ultimate disposition of these legal and regulatory matters, individually
or in the aggregate, is not likely to have a material adverse effect on the Company's financial condition. However, in the event
of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material
to the Company's results of operations for any particular period.
Indemnifications
In the normal course of business, the Company provides indemnifications and guarantees to certain service providers, such as
clearing and custody agents, trustees and administrators, against specified potential losses in connection with their acting as
an agent of, or providing services to, the Company. The Company also indemnifies some clients against potential losses
incurred in the event specified third-party service providers, including sub-custodians and third-party brokers, improperly
execute transactions. The Company has not recorded any contingent liability in the financial statement for these
indemnifications as any potential payments under these agreements cannot be estimated and the contingencies triggering the
obligation to indemnify have not occurred and are not expected to occur.
The Company provides representations and warranties to counterparties in connection with a variety of commercial
transactions and occasionally agrees to indemnify them against potential losses caused by the breach of those representations
and warranties. The Company may also provide standard indemnifications to some counterparties to protect them in the event
additional taxes are owed, or payments are withheld, due either to a change in or adverse application of certain tax laws.
These indemnifications generally are standard contractual terms and are entered into in the normal course of business. The
Company has not recorded any contingent liability in the financial statement for these indemnifications as any potential
payments under these agreements cannot be estimated and the contingencies triggering the obligation to indemnify have not
occurred and are not expected to occur.
Clearing Firms
In the normal course of business, the Company's client activities involve the execution, settlement and financing of various
client securities transactions. The Company uses unaffiliated clearing firms to execute certain client transactions. Such
transactions may expose the Company and the clearing firms to significant off-balance-sheet risk in the event margin
requirements are not sufficient to fully cover losses which clients may incur. In the event clients fail to satisfy their
obligations, the Company may be required to purchase or sell securities at prevailing market prices in order to fulfill the
clients' obligations. The Company does not expect nonperformance by clients. There is no maximum risk of loss under such
arrangement. Based on experience, the Company does not believe any potential losses will be material.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
11
Osaic Wealth, Inc.
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
Notes to Financial Statement
December 31, 2025
Concentrations of Credit Risk
The Company has receivables from unaffiliated clearing firms, which represent a concentration of credit risk should these
clearing firms be unable to fulfill their obligations. Based on management's analysis and historical collections, there is no
allowance established for receivables from unaffiliated clearing firms as of December 31, 2025 as the amounts are considered
collectible.
The Company maintains cash in bank deposit accounts at nationally recognized financial institutions, which, at times, may
exceed federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed
to any significant credit risk on cash.
NOTE 10 – SEGMENTS
The Company operates exclusively in the U.S. as one reportable segment and is managed on a consolidated basis. The
Company provides an integrated technology suite of brokerage and investment advisory services and business management
tools to affiliated financial professionals. For additional details about the Company's services, refer to "Note 1 – Organization
and Description of the Company."
The Company's CODM is the Treasurer and Financial Operations Principal of the Company, who is also the Treasurer of
OSHI. The CODM evaluates the Company's performance and makes decisions about resource allocations based on net
income or loss and net capital, which is not a measure of profit or loss. The CODM utilizes the monthly net capital analysis,
which is impacted by the Company's net income or loss, to determine what, if any, capital may be withdrawn and distributed
to the parent company, or if a capital contribution is needed.
For additional information relating to the Company's net capital, refer to "Note 8 – Net Capital Requirements and
Exemptions."
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
12
Additional Brochure: SIGNATOR MANAGED ACCOUNT PLATFORM (2026-03-31)
View Document Text
Part 2A Appendix 1
Program Brochure
Signator
Managed
Account
Platform
Current as of March 31, 2026
© Osaic Wealth, Inc. • 18700 N. Hayden Rd., Suite 255 • Scottsdale, AZ 85255 • 800-821-5100 • osaic.com
This wrap fee program brochure provides information about the qualifications and business practices of Osaic Wealth, Inc. If you have any questions
about the contents of this brochure, please contact us at 800-821-5100. Osaic Wealth, Inc. is registered with the Securities and Exchange Commission
(SEC) as a registered investment adviser. Registration does not imply any level of skill or training. The information in this brochure has not been
approved or verified by the SEC or by any state securities authority.
Additional information about Osaic Wealth, Inc. also available on the SEC’s website at adviserinfo.sec.gov. You can search this site by a unique
identifying number, known as a CRD number. The CRD number for the Firm is 23131.
Item 2 - Material Changes
This item discusses only specific material changes that are made to the Signator Managed Account
Platform Brochure and provides clients with a summary of such changes. Osaic Wealth Inc. filed its last
annual amendment to the Form ADV Part 2A Appendix 1 Program Brochure on March 31, 2025. Since
then, the following material changes have occurred:
• Item 4 – Disclosure was added regarding how financial planning and consulting services can be
provided to clients in connection with the Program at no additional cost
• Item 5 – Sweep Program updated with the removal of a money market fund used in the program
account types custodied at NFS
• Item 9 – Two Disciplinary Disclosures were removed because they both occurred over 10 years ago
and are no longer material.
Item 3 - Table of Contents
Item 2
Material Changes
2
Item 3
Table of Contents
3
Item 4
Services, Fees & Compensation
4
Item 5
Account Requirements and Types of Clients
17
Item 6
Portfolio Manager Selection and Evaluation
17
Item 7
Client Information Provided to Portfolio Managers
18
Item 8
Client Contact with Portfolio Managers
18
Item 9
Additional Information
18
Item 4 - Services, Fees & Compensation
Osaic Wealth, Inc. is registered as an investment adviser with the SEC, SEC File No. 801-54859, in order to offer
investment advisory products and services to its advisory clients. Osaic Wealth, Inc. is also a member of the Financial
Industry Regulatory Authority (“FINRA”) as a broker-dealer engaged in the offer and sale of securities products.
Advisory products and services are offered through certain Financial Advisors (“FAs”) who have registered as
Investment Adviser Representatives (“Advisory Representative”). Registration does not imply a certain level of skill
or training. Osaic Wealth, Inc. is a subsidiary of Osaic, Inc., an indirect wholly-owned subsidiary of Osaic Holdings,
Inc., which is indirectly owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment
fund affiliated with Reverence Capital Partners LLC. RCP Artemis Co-Invest, L.P. is controlled by various other entities
including RCP Artemis Co-Invest GP, LLC, RCP Opp Fund II GP, L.P., RCP Genpar L.P., RCP Genpar Holdco LLC, MRB ICBC
LLC, and The Berliniski Family 2006 Trust.
Osaic Wealth, Inc. the broker-dealer, will henceforth be referred to as “Osaic Wealth”. Osaic Wealth, Inc. the
Registered Investment Adviser, will henceforth be referred to as, “we”, “us”, “our” or the “Firm”.
The Firm, through its affiliated Advisory Representatives, provides a variety of services designed to meet the needs
of retail individual and corporate clients. This brochure contains information about Signator Managed Account
Platform (the “Program”), a wrap fee program sponsored by the Firm.
Advisory Services
The Signator Managed Account Platform (the “Program”) is not being offered to new customers and is only available
to existing owners.
The Firm is the sponsor of the Program, which provides clients with advisory, custody and brokerage execution
services for one all-inclusive fee (the “Fee”). This means that the cost of the Firm’s investment advisory services,
the cost of executing brokerage transactions and custodial fees are “wrapped” into a single annual fee based on the
value of the client’s portfolio. The Firm has clearing relationships with National Financial Services, LLC (“NFS”) and
Pershing, LLC. (“Pershing”).
Both NFS and Pershing are “qualified custodians,” as that term is defined in Rule 206(4)-2(d)(6) of the Investment
Advisers Act of 1940.
The Firms’ clients, with accounts that trade through the Osaic Wealth broker-dealer, pay fees through a “wrap
account” program sponsored by the Firm, which is a program that provides clients with advisory, custody and
brokerage execution services for the Fee. This means that the cost of the Firm’s investment advisory services, the
cost of executing brokerage transactions and custodial fees are “wrapped” into a single annual fee (charged
quarterly in advance) based on the value of the client’s portfolio. Investments offered through the Program include
such securities as equities, mutual funds, Electronically Traded Funds (“ETFs”), and fixed income securities.
The Program offers mutual fund and/or exchange traded fund programs, advisor directed portfolios, separately
managed accounts and a unified managed account program. The Firm is the sponsor and Registered Investment
Adviser.
Envestnet Asset Management, Inc. (“Envestnet”) is also a registered investment adviser to the Program. Envestnet
is located at 35 E. Wacker Dr., Suite 2400, Chicago IL 60601.
Envestnet’s Form ADV Part 2A is given to clients and prospective clients of the Program and contains specific details
about Envestnet and its investment advisory qualifications and services. For additional information about Envestnet,
please see Envestnet’s Form ADV Part 2A.
The Program includes the following services:
a separately managed account based on clients’ specific goals and investment objectives;
•
4
Current as of March 31, 2026
© Osaic Wealth • SMAP Brochure 2026.1
identification and analysis of the clients’ investment objectives;
•
continuous management of the client accounts;
•
•
on-going communication with clients about client accounts through calls, meetings, account statements and
performance updates;
brokerage services and commissions through Osaic Wealth’s affiliated registered broker- dealer; and
•
custody services for client accounts through NFS and Pershing.
•
There is no guarantee that the advisory services offered under the Program will result in the clients’ goals and
objectives being met. Nor is there any guarantee of profit or protection from loss. No assumption can be made that
an advisory fee arrangement or portfolio management service of any nature will provide a better return than other
investment vehicles.
Wrap fee programs are not suitable for all investment needs, and any decision to participate in a wrap fee program
should be based on your financial situation, investment objectives, tolerance for risk, and investment time horizon,
among other considerations. The benefits under a wrap fee program depend, in part, upon the size of the account
and the number of transactions likely to be generated.
For example, a wrap fee program is not always suitable for accounts with little trading activity, because the wrap
account fees could be costlier than brokerage trading fees for low volume trading accounts. To determine whether
a wrap fee program is suitable, clients should evaluate the Fee and any other costs of the Program with the amounts
that would be charged by other advisers, broker- dealers, and custodians, for services comparable to those provided
under the program considering their personal circumstances.
Clients should bear in mind that asset-based fee arrangements, when compared with the traditional commission
option, can result in lower costs during periods when trading activity is heavier, such as the year an account is
established. During periods when trading activity is lower, such arrangements result in higher annual costs. Some
clients favor the asset-based fee because it fixes their brokerage cost at a predetermined level; whereas other
clients find such an arrangement does not suit their needs because they anticipate their accounts will have low
turnover.
Depending on the amount of the wrap fee, the frequency (low or high) of transactions, and the nature and value of
the services that are provided under the Program, the Fee can exceed the aggregate cost of obtaining these services
separately. In such case, the fees for a wrap fee program result in higher costs than clients otherwise incur by paying
a management fee and negotiating separate arrangements for brokerage and trade execution, custodial services,
and performance reporting.
If clients choose to use margin, they should be aware that the market value of the account’s assets is not reduced
by the amount of the margin and will therefore increase the Fee. The increased Fee provides an incentive for the
Firm to recommend portfolio strategies or third-party advisers who use margin strategies. The use of margin is not
suitable for all investors, since it increases leverage in the account and therefore increases its risk.
Advisory Representatives can, in their sole discretion and as agreed from time to time with clients, provide financial
planning or financial consulting services to clients in connection with the Program at no additional cost. Advisory
Representatives may also require clients to enter into a separate agreement with an agreed upon fee for financial
planning or financial consulting services.
Fees & Compensation
The Wealth Management Platform – Unified Managed Account Program (“UMA”) provides you with the opportunity
to invest your assets across multiple investment strategies and asset classes by implementing an asset allocation
strategy. UMA is a Wrap Account program that offers these advisory services along with brokerage and custodial
services for a single, annual, asset-based advisory fee.
After you discuss your financial goals and objectives with your Advisory Representative, a recommendation to an
asset allocation model (“UMA Model”) will be made to you which will consist of:
5
Current as of March 31, 2026
© Osaic Wealth • SMAP Brochure 2026.1
1.
Investment strategies serviced and created by investment managers and/or your Advisory Representative that
generally consist of a selection of mutual funds, exchange traded products, equities, and or bonds;
2. Mutual funds and ETFs (“Funds”); or
3. A combination of the preceding bundled together in an investment asset allocation model.
Your Advisory Representative will recommend a UMA Model to you based on your responses to a Questionnaire
and discussion that your Advisory Representative and you have together regarding among other things, your
personal investment objectives and goals, time horizon, risk tolerance, account restrictions, needs, personal
circumstances and overall financial situation. In addition, you can place reasonable restrictions on investments held
within your UMA account. All recommendations in the UMA are made on a discretionary basis, which means your
Advisory Representative can act without your prior approval.
For further UMA details, please refer to The Wealth Management Platform – Unified Managed Account Wrap Fee
Program Brochure. We provide this brochure to you prior to or concurrent with your enrollment in UMA. Please
read it thoroughly before investing.
Finally, certain additional brokerage fees and custodian fees may apply to your advisory accounts where Osaic
Wealth is acting as the broker-dealer. In some instances, we apply a markup to these fees. Depending on the
custodial fee, it may be applied annually, per transaction, per month or per CUSIP. 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.
In addition, any and all fees and costs clients incur in addition to the Fee, some of which benefit Osaic Wealth
broker-dealer and therefore represent not just additional costs, but also additional revenue to the Firm.
For specific information regarding the available products offered through the Program and the associated fees,
please see below.
Wrap Fee Program Fee Schedule for accounts custodied at NFS
Market Value
Sponsor Fee
Up to $250K
0.40%
Maximum Annual
Program Fee*
2.00%
$250K-500K
0.21%
2.00%
$500K-750K
0.17%
2.00%
$750K-1M
0.16%
2.00%
$1M-2M
0.14%
2.00%
$2M-5M
0.13%
2.00%
$5M-10M
0.09%
2.00%
Above $10M
0.08%
2.00%
*A minimum annual Program fee of $20 will apply to all accounts. Additionally, an annual $35 fee will be charged for
Registered Daily NAV REITs and alternative investments. These annual fees can cause the total Program fee to exceed
2.00% in certain circumstances.
6
Current as of March 31, 2026
© Osaic Wealth • SMAP Brochure 2026.1
The tables below describe the Program Fee Schedules custodied at Pershing, LLC.
Wrap Fee Program Fee Schedule for accounts custodied at Pershing, LLC
Market Value
Sponsor Fee
Up to $250K
0.26%
Maximum Annual
Program Fee*
2.00%
$250K-500K
0.22%
2.00%
$500K-750K
0.20%
2.00%
$750K-1M
0.19%
2.00%
$1M-2M
0.18%
2.00%
$2M-5M
0.18%
2.00%
$5M-10M
0.15%
2.00%
Above $10M
0.14%
2.00%
*A minimum annual Program fee of $20 will apply to all accounts. Additionally, an annual $35 fee will be charged for
Registered Daily NAV REITs and alternative investments. These annual fees can cause the total Program fee to exceed
2.00% in certain circumstances.
Surcharge Fees Imposed on Your Account
A surcharge of up to $10 is assessed to you 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. 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.
Strategist Managed Portfolios
Strategist Managed Portfolios (“SMP”) is a model driven program that allows the client to invest in a broad range of
mutual funds and/ or exchange traded funds. These Model Portfolios are managed by third-party investment advisors
(“Model Providers”) and the Firm elects the model portfolios available in the program. The Model Providers are
responsible for all investment selections, and they have sole discretion to add or remove securities from their portfolios.
Envestnet is granted investment discretion and will continuously monitor each client portfolio. When deemed
appropriate, Envestnet will make changes based on updates to the model portfolios. Envestnet will also periodically
rebalance the portfolios.
In the SMP program the client provides the Advisory Representative with information regarding investment objectives,
investment time horizon, risk tolerance and other relevant information.
The Advisory Representative then inputs this information into Envestnet’s proprietary investment allocation system,
which in turn provides the client and the Advisory Representative with investment options that have been determined to
be appropriate choices for the client based on the information provided by the client. After the initial investment
selections have been elected, the Advisory Representative meets with the client no less than annually to discuss any
changes in the client’s financial situation which have an affect the on the client’s investment selections. Clients have a
choice to select model portfolios offered by third-party Model Providers. For additional information about these Model
Providers, please see the respective Form ADV Part 2A.
7
Current as of March 31, 2026
© Osaic Wealth • SMAP Brochure 2026.1
Trading
You will approve the initial Model Provider and Model Portfolio presented to you. The Model Portfolios are provided by
Model Providers; therefore, you grant discretion to Model Provider to purchase and sell securities without your prior
consent according to the Model Portfolios 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 Model Providers. Envestnet acts
to coordinate Model Provider trading activity including whether and how to implement trading instructions received from
the Model Providers.
Best Execution
In placing orders for purchase and sale of securities and directing brokerage to affect 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 the 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 may 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 may be
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 and 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 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.
Program Fees
Client accounts are structured as a SMP wrap fee Program Account as represented in the Statement of Investment
Selection “SIS.” A SMP wrap fee Program Account is charged an Advisory fee as a percentage of assets under
management; that for one fee includes the management fee, administrative costs of the Adviser and transaction fees for
the securities purchased and sold in the SMP wrap fee Program Account. Investment Manager Fees are waived for an
Investment Manager that is an affiliate of the Firm.
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Please see below for the SMP Program Fee Schedule
Market Value
Maximum Annual Program Fee*
Up to $250K
2.00%
$250K-500K
2.00%
$500K-1M
2.00%
$1M-2M
2.00%
$2M-5M
2.00%
Above $5M
2.00%
* SMP accounts are subject to a $20 minimum annual Program fee and can cause the total Program fee to exceed 2.00%
in certain circumstances.
John Hancock Portfolio Solutions
The Firm manages the John Hancock Portfolio Solutions (“JHPS”) program which offer individual clients actively managed
portfolios comprised of mutual funds and/or ETFs. The Firm is granted investment discretion and will continuously
monitor each client’s portfolio. John Hancock Investment Management, LLC (“JHIM”) provides the Firm with
recommended model portfolios based on specific investment strategies and, from time-to-time, recommends changes
to asset class allocations and
specific mutual fund and ETF selections. JHIM provides research related to the mutual funds and ETFs the Firm includes
in the model portfolios. We will provide monitoring and review of model portfolios provided. We have the discretion to
modify and/or rebalance the portfolios without your consent consistent with your investment objectives and risk
tolerance.
After the investor profile questionnaire is completed, The Firm’s Advisory Representative analyzes the client information
and recommends an appropriate strategy based on the client’s needs and objectives, investment time horizon, risk
tolerance and other pertinent factors. The Firm will then propose an overall strategy that includes asset allocation and
investment style recommendations.
Trading
You will approve the initial Model Portfolio presented to you. The Model Portfolios are provided by JHPS; therefore, you
grant discretion to JHPS to purchase and sell securities without your prior consent according to the Model Portfolios
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 JHPS. Envestnet acts to coordinate
JHPS trading activity including whether and how to implement trading instructions received from JHPS.
Program Fees
The client account is structured as a wrap fee Program Account as represented in the SIS. A JHPS wrap fee Program
Account is charged an Advisory fee as a percentage of assets under management that for one fee includes the
management fee, administrative costs of the Adviser and transaction fees for the securities purchased and sold in the
JHPS wrap fee Program Account. Investment Manager Fees are waived for an Investment Manager that is an affiliate of
the Firm.
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Please see below for the JHPS Program Fee Schedule
Market Value
Maximum Annual Program Fee*
Up to $250K
2.00%
$250K-500K
2.00%
$500K-1M
2.00%
$1M-2M
2.00%
$2M-5M
2.00%
Above $5M
2.00%
* JHPS accounts are subject to a $20 minimum annual JHPS Program fee that can cause the total JHPS Program fee to
exceed 2.00% in certain circumstances.
Separate Accounts
Separate Accounts (“SA”) is a program that allows the client, through the Advisory Representative, to select style specific
separate account managers pre-screened by Envestnet from a universe of managers who specialize in a particular
investment style. The SA managers choose the general securities, bonds or exchange traded funds (ETFs) for the portfolio
and have trading discretion.
In the SA program the client provides the Advisory Representative with information regarding investment objectives,
investment time horizon, risk tolerance and other relevant information. The Advisory Representative then inputs this
information into Envestnet’s proprietary investment allocation system, which in turn provides the client and the Advisory
Representative with investment options that have been determined to be appropriate choices for the client based on the
information provided by the client. After the initial investment selections have been elected, the Advisory Representative
meets with the client no less than annually to discuss any changes in the client’s financial situation which have an effect
on the client’s investment selections.
Trading
You grant discretion to us. your Advisory Representative, the SA 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 SA Managers. Envestnet acts to
coordinate SA program trading activity including whether and how to implement trading instructions received from SA
Managers and/or your Advisory Representative.
Best Execution
In placing orders for purchase and sale of securities and directing brokerage to affect 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 the Pershing or NFS (as applicable).
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“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 may 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 may be
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 and 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 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.
Program Fees
The client account is structured as a SA wrap fee Program Account as represented in the SIS. A JHPS wrap fee Program
Account is charged an Advisory fee as a percentage of assets under management that for one fee includes the
management fee, administrative costs of the Adviser and transaction fees for the securities purchased and sold in the SA
wrap fee Program Account. Investment Manager Fees are waived for an Investment Manager that is an affiliate of the
Firm.
Please see below for the SA Program Fee Schedule
Market Value
Maximum Annual Program Fee*
Up to $250K
3.00%
$250K-500K
3.00%
$500K-1M
3.00%
$1M-2M
3.00%
$2M-5M
3.00%
Above $5M
3.00%
*SAs are subject to a $350 minimum annual SA Program fee and minimum annual custodial fees depending on the type
of manager(s) selected that can cause the total SA Program fee to exceed 3.00%.
Unified Managed Account
In the Unified Managed Account (“UMA”) program, the client provides the Advisory Representative with information
regarding investment objectives, financial needs, investment time horizon, risk tolerance and other relevant information.
The Advisory Representative inputs this information into the Envestnet Asset Management platform to build a model
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portfolio for the client, recommend an appropriate asset allocation among the investment options in the UMA program
and select appropriate investment vehicles for the client’s account coinciding with the client’s risk tolerance parameters.
Investment options in the UMA include investment strategies created and managed by:
Third-Party Investment Managers such as SA Managers, Model Providers, JHPS,
•
your Advisory Representative (from a selection of mutual funds, exchange traded products, or equities),
•
fund managers.
•
Unlike other programs, all Investment Manager investments, Funds and ETFs will be held in a single custodial account.
Overlay management is provided to coordinate the trading activities of UMA Investment Managers, rebalancing, and
optional tax management and socially responsible services.
Clients participating in the UMA program will receive investment management services, underlying investment securities
recommendations and rebalancing services. Under the UMA program, Envestnet provides portfolio overlay management
services, including coordinating all trading and keeping client portfolios in balance with clients’ respective asset allocation
strategies. Envestnet maintains trading authority and will provide periodic rebalancing services so that the allocation of
assets remains, within certain parameters, consistent, with the selected Strategy. The UMA program is offered on a
discretionary basis and the Advisory Representative provides rebalancing of the investments, purchasing investments
and/or selling investments from a client’s account, but will instruct Envestnet to make account changes based on such
recommendations.
Reasonable restrictions can be imposed by the client on management of the accounts including the designation of
particular securities or types of securities that should not be purchased for the account or that should not be held in the
account.
Advisory Representatives consult with clients periodically, but no less than annually to determine whether any
information needs to be updated and whether any changes need to be made to the client’s stated risk tolerance
parameters. The client account is structured as a wrap fee Program Account as represented in the SIS. A UMA wrap fee
Program Account is charged an Advisory fee as a percentage
of assets under management that for one fee includes the management fee, administrative costs of the Adviser and
transaction fees for the securities purchased and sold in the wrap fee Program Account.
Trading
You grant discretion to us, your Advisory Representative, Third-Party Investment Managers, 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 Third-Party Investment
Managers, and/or your Advisory Representative. Envestnet acts to coordinate UMA program trading activity including
whether and how to implement trading instructions received from Third-Party Investment Managers and/or your
Advisory Representative.
Your Advisory Representative does not exercise investment discretion over your assets allocated to Investment Managers.
Best Execution
In placing orders for purchase and sale of securities and directing brokerage to affect 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 the Pershing or NFS (as
applicable).
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“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 may 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 may be
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 and 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 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.
Program Fees
UMA Program Accounts custodied at Pershing and NFS are allotted one hundred and fifteen (115) purchases or sales in
any twelve (12) month period. Should there be purchases or sales in excess of the allotment then those purchases and
sales will be charged a transaction fee as defined below. At the end of each twelve-month period, the allotment resets to
115. These are subject to a $250 minimum annual program fee and minimum annual custodial fees depending on the
type of manager(s) selected that can cause the total program fee to exceed 3.00%. Investment Manager Fees are waived
for an Investment Manager that is an affiliate of the Firm.
Security Type
Transaction Fee
Stocks, ETFs and Closed End Funds
Market Orders
$7.00 per transaction
Mutual Funds
No transaction fee (NTF) funds
$0.00
PIP/SWP
$0.00
No load and load waived buys and sells
$0.00 to $7.00 per transaction
Other
Fixed Income
$0.00 to $7.00 per transaction
Unit Investment Trust Redemption Fee (liquidations only)
$0.00 to $7.00 per transaction
Alternative Investments Redemption
$0.00 to $7.00 per transaction
Fee (liquidations only)
$50.00 per transaction
Options – Closing Trades Only (liquidations only)
$0.00 to $7.00 per transaction
*Transaction fees are subject to change
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Please see below for the UMA Program Fee Schedule
Market Value
Maximum Annual Program Fee*
Up to $250K
3.00%
$250K-500K
3.00%
$500K-1M
3.00%
$1M-2M
3.00%
$2M-5M
3.00%
Above $5M
3.00%
In addition to the fees discussed above, the below confirmation and prospectus paper fees also apply to your account.
Confirmation Fee
$1.50
Prospectus Fee
$1.50
The Confirmation Fee can be avoided by signing up for electronic delivery. Your Advisory Representative can also choose
to pay this fee on your behalf. Refer to the trade confirmation to determine if this fee applies to you.
The Prospectus Fee can be avoided by signing up for electronic delivery. The Prospectus Fee is paid by your Advisory
Representative. In cases where your Advisory Representative pays the above fees, 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.
Sweep Program
When your Program Account is maintained at one of our clearing firms, Pershing or NFS, your free credit balance will be
automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured up to
applicable limits by the Federal Deposit Insurance Corporation (“FDIC”) (the “Sweep Program”). Under the Sweep
Program, Osaic Wealth maintains two FDIC-insured deposit programs, the Bank Deposit Sweep Program (“BDSP”) and the
Insured Cash Account Program (“ICAP”), that create financial benefits for Osaic Wealth as described below. For certain
Program Account types, free credit balances are swept to a money market mutual fund product (the “Money Market
Mutual Fund Program”), which does not create financial benefits for Osaic Wealth. Please see the Sweep Program Terms
and Conditions document, available from your Advisory Representative or from the website listed below, for full details
about the Sweep Program.
As set forth in the terms of your Customer Agreement with Osaic Wealth, you may remove your Program Account from
participating in the Sweep Program by notifying your Advisory Representative. If you remove your Program Account from
the Sweep Program, cash balances will be held by the clearing firm as a free credit balance. In addition, there are always
alternatives for the short-term investment of cash balances, including non-sweep money market mutual funds, treasury
bills, and brokered certificates of deposit, that offer higher returns than the sweep options made available to you.
FDIC Insured Deposit Program (BDSP & ICAP)
Eligible account types: all accounts except ERISA Title 1 accounts, 403(b)(7), & Keogh plans
Free credit balances swept to a deposit account will earn interest that is compounded daily and credited to your Program
Account monthly. Interest begins to accrue on the date of deposit with the banks participating in the program (“Program
Banks”), through the business day preceding the date of withdrawal from the deposit account. The daily rate is 1/365 (or
1/366 in a leap year) of the posted interest rate.
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Bank Deposit Sweep Program - BDSP
Osaic Wealth has established deposit levels or tiers which ordinarily pay different rates of interest depending on deposit
balances. Generally, Program Accounts with higher deposit balances receive higher rates of interest than accounts with
lower balances. The interest rate payable to you is determined by us and is based on the amounts paid by the Program
Banks to obtain the deposits. The amount we retain, less a fee paid to our clearing agent and the third-party administrator,
will not exceed 600 basis points (6.00%) per year (the “Maximum Program Fee”) on the average daily balances held in the
BDSP. Interest paid on the deposit accounts will always be lower than the rate of return on (i) other investment products
that are not FDIC insured, such as money market mutual funds and (ii) on bank deposits offered outside of the BDSP.
Your Advisory Representative does not receive any portion of the fees paid by the Program Banks.
The income we earn from Program Banks based on your balances in BDSP will in almost all circumstances be substantially
greater than the amount of interest you earn from the same balances. As such, we receive a substantially higher
percentage of the interest generated by deposit balances in the BDSP than the interest credited to your accounts. When
evaluating whether to utilize the Sweep Program and the extent to which our fee exceeds the interest rate you receive,
you should assume that we are receiving the Maximum Program Fee described above.
Insured Cash Account Program - ICAP
Osaic Wealth will receive a monthly per-account fee for services it provides in connection with maintaining and
administering the Sweep Program for IRAs held in an advisory/ fee-based account (the “Sweep Account Fee”). The Sweep
Account Fee that each Osaic Inc. affiliated broker-dealer can earn from Program Accounts participating in ICAP is subject
to a maximum monthly per account fee that is between $30.25 and $34.50. Please refer to the applicable Sweep Program
Terms and Conditions document, which you can obtain from your Advisory Representative or from the website listed
below; refer to “Disclosures,” then to the FDIC Insured Deposit Program used in your account (ICAP), for further details
about the maximum monthly per account fee.
The Sweep Account Fee does not depend on or vary with (and is not affected by) the actual amounts held in any particular
account or your Program Account. Thus, our compensation for Program Accounts that participate in ICAP is composed
solely of the Sweep Account Fee. The fee received may differ among each Program Bank. You will have no rights to the
amounts paid by the Program Banks, except for interest actually credited to your account. The Sweep Account Fee will
reduce the interest you are paid on the amount of assets in your Program Account.
The Sweep Account Fee will generally be paid by the Program Banks on your Program Account’s behalf; however, the Fee
or any portion thereof can be deducted directly from your Program Account if, for example, the amounts paid by the
Program Banks are insufficient to cover the Sweep Account Fee. In the event that we debit all or a portion of the monthly
account fee from your account, each such amount will be reflected on your account statement. The amount of fees
received by Osaic Wealth, our clearing agent, and any other service provider reduces the interest you receive on your
deposit account(s).
Your Advisory Representative does not receive any portion of the fees paid by the Program Banks.
Money Market Mutual Funds - Pershing
Free credit balances in the following brokerage account types 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
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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 Wealth 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.
Money Market Mutual Funds - NFS
Free credit balances in the following Program Account types custodied at NFS will be automatically swept into the Fidelity
Government Cash Reserves Fund (FDRXX), which is managed by Fidelity Investments:
•
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 Fidelity Government Cash Reserves Fund is a money market mutual fund that seeks to maintain a stable share price
of $1.00 per share. The Fidelity Fund invests at least 99.5% of their total assets in cash, U.S. Government securities and/or
repurchase agreements that are collateralized fully (i.e., collateralized by cash or government securities). The Fidelity
Fund invests in U.S. Government securities issued by entities that are chartered or sponsored by Congress but whose
securities are neither issued nor guaranteed by the U.S. Treasury. Although the Fidelity Fund seeks to preserve the value
of your investment at $1.00 per share, it cannot guarantee to do so. An investment in the fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Osaic Wealth does not receive any compensation from Fidelity Funds.
For additional information about the Sweep Program for accounts custodied at NFS, please visit our website located at
osaic.com/disclosures.
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 Wealth, 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 Wealth 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 Wealth.
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
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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.
Item 5 - Account Requirements and Types of Clients
The Firm offers investment advisory services to individuals, trusts, estates, non-profit organizations, corporations,
partnerships and other types of business entities.
This Program is closed to new clients. There is no minimum account requirement for the Signator Managed Account
Platform.
Item 6 - Portfolio Manager Selection and Evaluation
Envestnet is responsible for the evaluation and ongoing monitoring of the investment firms available in the Strategist
Managed Portfolios program, Separate Accounts and the Unified Managed Account. Please see Envestnet’s ADV Part 2A
for more information.
The Firm’s Advisory Representative acts as portfolio manager for AMP program, and clients rely significantly on the skills
and experience of the Advisory Representative and the Advisory Representative’s ability to select investments within the
risk tolerance and asset allocation and concentration parameters established for the UMA.
The Firm selects independent Model Providers and all independent Model Providers 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. Independent
Model Providers are evaluated using a variety of data and information from one or more resources, which may 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. Your Advisory
Representative is responsible for determining whether any particular Model Provider or investment strategy is
appropriate based on your stated risk tolerance and investment objectives.
The Firm does not review or verify the accuracy of any marketing or other materials, including investment performance
history, that Model Provider may provide to you or your Advisory Representative. As a result, performance information
and presentations may not be uniform or consistent between Model Providers.
An explanation of how your Advisory Representative selects a Model Provider can be found in Item 4 of this brochure. If
your situation changes and your Advisor Representative determines that a particular selected Model Provider’s asset
allocation model is not consistent with your current goals and investment objectives, your Advisory Representative will
contact you to discuss different investment options.
On an ongoing basis, Envestnet reviews Model Providers 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 Model Provider as an investment suitable for the Program or add a Model Provider to the
Program. We receive research, performance information and other information from Envestnet about Model Providers
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 Model Providers, 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 Model Provider’s Form
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ADV Part 2 disclosure events, as well as portfolio holdings reports that help demonstrate the Model Provider’s securities
selection process and the prospectuses of the Funds.
Neither we nor your Advisory Representative make any representations regarding the future performance of any
investment strategy of, or security recommended by, any Model Provider participating in the Program. As always, past
performance is not a guarantee of future results.
Clients should refer to the disclosure documents (Form ADV Part 2 or other disclosure document) of Envestnet and/or
the selected Model Providers for additional information regarding the security analysis methods, sources of information,
investment strategies, and due diligence used by those parties in the management of Program accounts.
Performance Based Fees and Side-by-Side Management
Neither the Firm nor its Advisory Representatives accept performance-based fees (i.e. fees 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). As a result, this disclosure item is not applicable.
Voting Client Securities
Neither the Firm nor its Advisory Representatives vote client proxies. Clients will vote proxies associated with the AMP
Program. Each third-party asset manager has its own proxy voting policies.
Item 7 - Client Information Provided to Portfolio
Managers
The model providers for Strategist Managed Portfolios are provided the necessary information to construct a portfolio
appropriate for the client’s profiled risk range.
The portfolio managers have access to all information provided by clients to the Firm. Through personal discussions with
clients and account reviews, goals and objectives, based on a client’s circumstances, are established. During the Firm’s
data-gathering process, the Firm determines the client’s individual objectives, time horizons, risk tolerance, and liquidity
needs. The Firm then develops a client’s personal investment guidelines and creates and manages a portfolio based on
that policy. Information obtained from the client is used to identify risk tolerance, objectives, and appropriate asset
allocation.
Item 8 - Client Contact with Portfolio Managers
Clients cannot speak directly to portfolio managers, except those that are Advisory Representatives of the Firm. Any
questions or issues regarding the client’s account or the investments selected for the client’s portfolio should be directed
to the Firm or the Firm’s Advisory Representative. The Firm will work with Envestnet to resolve issues related to Envestnet
portfolio managers.
Item 9 - Additional Information
Disciplinary Information
Disclosure of Disciplinary Action Related to Off-Channel Business Communications:
On August 14, 2024, Osaic Wealth, Inc (“Osaic”) was the subject of an Order Instituting Administrative and Cease-and-
Desist Proceedings (“Order”) by the U.S. Securities and Exchange Commission (the “SEC”). From at least August 2019
through the date of the Order, the SEC found that Osaic employees used personal devices to send and receive text
messages relating to investment advisory business that were not maintained or preserved. The SEC determined that Osaic
violated Section 204 of the Investment Advisers Act of 1940 and Rule 204-2(a)(7) thereunder.
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The SEC imposed sanctions by censuring Osaic and ordering that it cease and desist from committing or causing future
violations of Section 204 of the Advisers Act and Rule 204-2 thereunder, requiring it to comply with certain undertakings
including retaining a compliance consultant, and pay an $18,000,000 civil penalty (payable jointly and severally with its
affiliate Osaic Services, Inc.).
Disclosure of Disciplinary Action Related to the Custody of Client Assets:
On September 28, 2023, Osaic Wealth, Inc (“Osaic”) was the subject of an Order Instituting Administrative and Cease-
and-Desist Proceedings (“Order”) by the U.S. Securities and Exchange Commission (the “SEC”). The SEC Order arose out
of the failure of Osaic to obtain verification by an independent public accountant of client funds and securities of which
it had custody from June 2017 to December 2022. Osaic used a form agreement (“Agreement”) to govern certain aspects
of its relationship with its clients and a particular clearing agent (“Clearing Agent”). This Agreement included a margin
account agreement that contained language, required by the Clearing Agent, that permitted the Clearing Agent to accept,
without inquiry or investigation, any instructions given by Osaic concerning these client’ accounts. As a consequence of
Osaic having this authority, the SEC deemed Osaic had custody of client assets. Accordingly, because Osaic failed to obtain
verification by annual examination of client funds and securities in the affected accounts, the SEC determined that Osaic
violated Sections 206(4) of the Advisers Act and Rule 206(4)-2 thereunder, commonly referred to as the “Custody Rule”.
Without admitting or denying the SEC’s findings, Osaic agreed to cease and desist from committing or causing future
violations of the Custody Rule. Osaic was censured and agreed to pay a $100,000 civil penalty.
Beginning in calendar year 2023, Osaic engaged an outside independent auditor to perform an annual surprise custody
audit as called for by Advisers Act Rule 206(4)-2.
Disclosure of Disciplinary Action Related to the Sales of Complex Exchange-Traded Products:
On November 13, 2020, the Firm entered into a settlement agreement with the Securities and Exchange Commission
(“SEC”) and an administrative order has been issued by the SEC. The SEC found the Firm violated Section 206 and Rule
206(4)-7 of the Investment Advisers Act of 1940. More specifically, during the period from January 2016 through April
2020, the Firm, did not adopt and implement policies and procedures reasonably designed to prevent unsuitable
investments by its Advisory Representatives in volatility-linked exchange traded products (“ETPs”).
Without admitting or denying the SEC’s findings, the Firm agreed to cease and desist from committing or causing any
violations and any future violations of Section 206(4) of the Advisers Act and Advisers Act Rule 206(4)-7. The Firm also
agreed to pay disgorgement, prejudgment interest, and a civil monetary penalty totaling $502,400.29.
The SEC noted that the Firm cooperated with the SEC and promptly took remedial steps relating to volatility-linked ETPs
and imposed restrictions on holding them in all client accounts maintained at the Firm.
Disclosure of Disciplinary Action Relevant to Mutual Fund Share Classes and Wrap Accounts:
On March 14, 2016, the Firm, SagePoint Financial, Inc. and FSC Securities Corporation (collectively, the “Osaic, Inc. Firms”)
consented to the entry of an Order Instituting Administrative and Cease-and- Desist Proceedings (“Order”) by the U.S.
Securities and Exchange Commission (the “SEC”). The Order focuses on two specific issues related to our fee-based
advisory business conducted between 2012 and 2014 at the Osaic, Inc. Firms. In summary, the SEC found that the Osaic,
Inc. Firms placed certain advisory clients invested in the Advisor Managed Portfolios program in mutual fund share classes
with higher expense costs when lower expense cost share classes of those funds were available. The SEC found that this
financial incentive, to place non-qualified advisory clients in higher fee share classes, presented a conflict of interest that
should have been disclosed to clients. The SEC also concluded that the Osaic, Inc. Firms failed to adopt written compliance
policies or procedures governing mutual fund share class selection. In addition, the SEC found the Osaic, Inc. Firms failed
to timely monitor certain wrap advisory accounts for inactivity pursuant to Osaic, Inc. Firms’ written compliance policies
and procedures.
Without admitting or denying the SEC’s findings, the Osaic, Inc. Firms agreed to cease and desist from committing or
causing any violations and any future violations of Sections 206(2), 206(4) and 207 of the Investment Advisers Act and
Rule 206(4)-7 thereunder. The Osaic Inc. Firms agreed to jointly pay disgorgement of $1,956,460 and prejudgment
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interest of $93,399, a civil penalty of $7,500,000 and to retain a qualified independent compliance consultant. To address
the issues presented in the Order, the Firm has implemented new policies and procedures relating to mutual fund share
class selection designed to expand the number of lower cost share classes available to advisory clients, provide training
on share class selection, and require the rebating of 12b-1 fees to all advisory clients going forward. The Firm has also
enhanced its Form ADV disclosures. In addition, the Firm has enhanced its policies and procedures for the review and on-
going use of wrap accounts managed by the Firm’s Investment Advisory Representatives.
Other Financial Activity and Affiliations
The Signator Managed Account Platform includes certain affiliated mutual funds. There is no explicit incentive for the
Firm’s Advisory Representative to recommend an affiliated mutual fund over other mutual funds.
Advisors that offer the Program may be “Related Persons” to 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
We have adopted a Code of Ethics (the “Code”) to address securities-related conduct. The Code focuses primarily on
fiduciary duty, personal securities transactions, insider trading, gifts, and conflicts of interest. The Code includes our
policies and procedures developed to protect your interests in relation to the following topics:
The duty at all times to place your interests first;
•
•
The requirement that all personal securities transactions be conducted in such a manner as to be consistent with
the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust
and responsibility;
The principle that investment adviser personnel should not take inappropriate advantage of their positions;
•
•
The fiduciary principle that information concerning the identity of your security holdings and financial
circumstances are confidential; and
The principle that independence in the investment decision-making process is paramount.
•
This response is only intended to provide you with a summary description of our Code of Ethics. Please refer to
our Code of Ethics in its entirety located at osaic.com/disclosures.
It is the Firm’s policy to prohibit agency cross transactions where representatives act as brokers for both buying and selling
a single security between two different clients and are compensated through an agency commission or principal mark-
up for the trades. If we adopt a different policy in this area or exceptions are made, we will observe all rules and
regulations in accordance with the disclosure and consent requirements of Section 206(3) of the Advisers Act.
Additionally, we are aware that such transactions only occur if we ensure that we meet our duty of best execution for the
client.
Related Person(s) to us may have an interest or position in securities which may be recommended to you.
Our Advisory Representatives, from time to time, can recommend investment products to you, including mutual funds,
variable and fixed annuities, and other insurance products, sponsored, distributed, or managed by our Related Persons.
Advisory Representatives may also recommend that you select portfolio managers that are Related Persons. These
Related Persons may, from time to time, place brokerage transactions with Osaic Wealth and refer you to us. Such
recommendations and arrangements might create a conflict of interest because they may result in an increase in
compensation for us, our Advisory Representatives and our Related Persons.
While our security sales are reviewed for suitability by an appointed supervisor, you should be aware of the incentives
we have to sell certain securities products and are encouraged to ask us about any conflict presented.
We may recommend securities to you or buy or sell securities for your account at or about the same time we may buy or
sell the same securities in our own account. As such, there may be instances where our interests may appear to be placed
ahead of yours. However, our firm policy prohibits us from receiving a better price on our order, if you and us invest in
the same security on the same side of the market on the same day.
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Participation or Interest in Client Transactions
Your Advisory Representative, who may be a Related Person to us, can recommend or buy and sell securities that it or its
Related Persons’ have a financial interest in. Please see the Firm’s ADV Part 2A for further details on these financial
interests and associated conflicts of interest.
Review of Accounts
Your Advisory Representative periodically reviews your account and contacts you at least annually. For further account
review details, please see the ADV Part 2A of your Advisory Representative.
Client Referrals and Other Compensation
As Program Sponsor, we receive a portion of the Account Fee as described in Item 4 above. For further details on
compensation and other economic benefits that your Advisory Representative receives, please see their ADV Part 2A.
Financial Information
Your Program assets will be custodied at Pershing or NFS. The Program does not allow, require or solicit prepayment of
more than $1,200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance
sheet for our most recent fiscal year. We have no financial condition that might impair our ability to meet our contractual
commitments to clients and have never been the subject of a bankruptcy proceeding.
Securities and investment advisory services are offered through Osaic Wealth, Inc., broker-dealer, registered investment adviser and member of FINRA
and SIPC. Osaic Wealth, Inc. is separately owned and other entities and/or marketing names, products or services referenced here are independent of
Osaic Wealth, Inc. © Osaic Wealth • 18700 N. Hayden Rd. Suite 224 • Scottsdale, AZ 85255 • 800-821-5100 • osaic.com
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