View Document Text
Form ADV
Part 2A
Current as of October 20, 2025
Osaic Wealth, Inc.
© Osaic Wealth, Inc. • 18700 N. Hayden Rd., Suite 255 • Scottsdale, AZ
85255 • 800-552-3319• 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:
•
•
•
•
•
•
•
•
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 7 – The minimum investment for Vision2020 Wealth Management Platform – Advisor Management Portfolios
Program was lowered to $5,500
Item 8 – Disclosure was added for Structured Exchange Traded Products
Item 8 – Disclosure was added for Direct Indexing
Item 9 –Disciplinary Disclosure was removed because it occurred over 10 years ago and is 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 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
28
Item 7
Types of Clients
28
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss
29
Item 9
Disciplinary Information
40
Item 10
Other Financial Industry Activities and Affiliations
42
Item 11
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
47
Item 12
Brokerage Practices
48
Item 13
Review of Accounts
49
Item 14
Client Referrals and Other Compensation
50
Item 15
Custody
53
Item 16
Investment Discretion
54
Item 17
Voting Client Securities
54
54
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, 2024, $132,170,113,462
of assets on a discretionary basis and $68,096,161,814 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
Osaic Wealth, Inc. IA Brochure – 2025.4
4
Current as of October 20, 2025
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.
Vision2020 Wealth Management Platform – AP Schwab Advisor Managed
Portfolios
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
5
Current as of October 20, 2025
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.
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
Accounts
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
Osaic Wealth, Inc. IA Brochure – 2025.4
6
Current as of October 20, 2025
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.
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
7
Current as of October 20, 2025
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
8
Current as of October 20, 2025
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.
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
9
Current as of October 20, 2025
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
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.
Schwab 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
10
Current as of October 20, 2025
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”) an unaffiliated 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.
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
11
Current as of October 20, 2025
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.
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 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. 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
12
Current as of October 20, 2025
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
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
13
Current as of October 20, 2025
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.
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
14
Current as of October 20, 2025
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.
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 (“DAFs”)
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
15
Current as of October 20, 2025
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.
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,
Osaic Wealth, Inc. IA Brochure – 2025.4
16
Current as of October 20, 2025
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 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 account fee described below for advisory services, you will also pay
separate per-trade transaction charges.
You will pay a monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in
your account as of the last business day of the preceding calendar month or quarter or on the average daily value of
your account of the preceding month or quarter. Your account 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 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 account fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the
program account 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
17
Current as of October 20, 2025
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 account fee described below for advisory services, you will
also pay separate per-trade transaction charges.
You will pay a monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in
your account as of the last business day of the preceding calendar month or quarter or on the average daily value of
your account of the preceding month or quarter. Your account 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 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 account fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the
program account 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 account 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.
You will pay a monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in
your account as of the last business day of the preceding calendar month or quarter or on the average daily value of
your account of the preceding month or quarter. Your account 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 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 account fee schedule.
Mutual funds and ETFs invested in the account have their own internal fees which are separate and distinct from the
program account fees (for more information on these fees, see the applicable fund prospectus).
Osaic Wealth, Inc. IA Brochure – 2025.4
18
Current as of October 20, 2025
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 account 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 account 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 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 account fee schedule. The account 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 program account 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.
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.
Vision2020 Wealth Management Platform - AP Schwab Unified Managed
Accounts 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 account 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 account 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-
Osaic Wealth, Inc. IA Brochure – 2025.4
19
Current as of October 20, 2025
rata refund of any prepaid monthly or quarterly 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 account fee schedule. The account 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 program account 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.
Vision2020 Wealth Management Platform - IWS Unified Managed Accounts
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. You will pay a
monthly or quarterly account fee, in advance or arrears, based upon the market value of the assets held in your account
as of the last business day of the preceding calendar month or quarter. Your account 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 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 account fee schedule. The account 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 program account 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 account fee based upon the market value of the assets held in your account. Your account 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 fees based upon the number of days remaining in the quarter after the date upon which
the notice of termination is received.
The account 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 program
account 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
20
Current as of October 20, 2025
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.
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 account 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 program account 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 management 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
Schwab Managed Account Marketplace
sponsors (please refer to Item 14, Other Compensation).
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
21
Current as of October 20, 2025
Financial Planning and Consulting Services
Financial planning and consulting services are charged either on an hourly fee, fixed fee, or a combination thereof,
subject to the maximum limits as 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 and services to be provided and may
be higher than the fee schedule described below. 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 for your signature before the financial planning/consulting process begins. Similar financial planning and
consulting services may be available elsewhere at a lower cost to you.
•
Fixed or flat fees for financial planning and consulting services generally range up to $25,000, depending on the
nature and complexity of your circumstances. 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 $50 - $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.
In some cases, financial planning and consulting fees will exceed the above stated maximums based on the complexity of
the engagement in accordance with the Firm’s policies and procedures.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
22
Current as of October 20, 2025
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
•
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
23
Current as of October 20, 2025
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 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 account 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
Osaic Wealth, Inc. IA Brochure – 2025.4
24
Current as of October 20, 2025
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.
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 generally 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
25
Current as of October 20, 2025
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
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 $34.25 and $36.75. 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
26
Current as of October 20, 2025
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 either the
Fidelity Government Cash Reserves Fund (FDRXX), or the Fidelity Government Money Market Fund – Capital Reserves
Class (FZAXX) (“Fidelity Funds”), which are both 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 and the Fidelity Government Money Market Fund are money market mutual
funds and seek to maintain a stable share price of $1.00 per share. Both Fidelity Funds invest 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). Both Fidelity Funds 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 Funds seek to preserve the value of your investment at $1.00 per share, neither can guarantee they
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 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
27
Current as of October 20, 2025
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).
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:
Requirements
Program
$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.
Osaic Wealth, Inc. IA Brochure – 2025.4
28
Current as of October 20, 2025
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
No minimum
Retirement Plan Consulting
All account minimums may be waived at the sole discretion of the Program Sponsor.
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 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
Osaic Wealth, Inc. IA Brochure – 2025.4
29
Current as of October 20, 2025
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.
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.
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
30
Current as of October 20, 2025
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 Sustainable, Responsible, Impact and Religion-based Investing
The risk that another party disagrees on differences in interpretations of what it means for a company to be an
environmental and/or social impact investment. There are significant differences in interpretations of what it means for
a company to be an environmental and/or social impact investment. There is a risk that issuers self-label an issuance
Green (or Social, Sustainable, or any other type of impact-related adjective) without adhering to the Green Bond
Principles, Social Bond Principles, Sustainability Bond Guidelines, or other commonly followed market guidance. There
exists no binding third-party authority to certify all Green, Social, Sustainable, or other labeled issuance at this time.
There is a similar risk when a third-party money manager or a portfolio manager labels their strategy as ESG, SRI or based
on religious principles.
ESG and SRI Government Funding/Subsidy Risk
The risk that the success of certain environmental and social impact investments depends on government funding, tax
credits, or other public or private sector subsidies, which are not guaranteed over the life of the investment.
ESG/SRI/Impact Investment Return Risk
The risk that environmental and/or social impact investments do not provide as favorable returns or protection of capital
as other investments or are more concentrated in certain sectors than investments that do not have the intention of
generating measurable social and environmental impact. This could cause ESG securities to generate lower returns than
non-ESG securities.
Osaic Wealth, Inc. IA Brochure – 2025.4
31
Current as of October 20, 2025
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).
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
32
Current as of October 20, 2025
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 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
Stock –
and their potential risks are described below.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
33
Current as of October 20, 2025
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).
Options –
•
Major risks: Business, Call, Credit, Default, Financial, Inflation, Interest Rate, Liquidity, Reinvestment
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.
•
Notes (Including Structured Notes) –
Major risks: Counterparty, Liquidity, Manager and Market
Types:
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.
•
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
34
Current as of October 20, 2025
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.
Unit Investment Trust (UIT) (including Buffer UITs) –
•
Major risks: Call, Default, Inflation, Interest Rate, Market, Reinvestment
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.
Exchange Traded Fund (ETF) and Exchange Traded Note (ETN) (including Buffer ETFs) –
•
Major risks: Business, Credit, Interest Rate, Liquidity, Market, Reinvestment
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.
•
Mutual Fund –
Major risks: Concentration, Currency, Foreign Investment, Inflation, Liquidity, Manager, Market, (for ETN: Credit
risk)
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.
Annuity –
•
Major risks: Concentration, Currency, Foreign Investment, Inflation, Manager, Market
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.
Variable Annuity –
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:
•
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.
-
Investment-only Variable Annuity (IOVA) –
Major risks: Business, Credit, Liquidity
•
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
Osaic Wealth, Inc. IA Brochure – 2025.4
35
Current as of October 20, 2025
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.
-
Fixed Indexed Annuity (FIA) -
Major risks: Business, Liquidity, Market
•
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
-
Registered Index Linked Annuity (RILA) –
Major risks: Business, Liquidity, Market
•
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
Guaranteed Minimum Withdrawal Benefit (GMWB)–
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.
•
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
Guaranteed Minimum Accumulation Benefit (GMAB) –
immediately annuitize the contract.
•
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
36
Current as of October 20, 2025
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
37
Current as of October 20, 2025
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 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
38
Current as of October 20, 2025
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.
-
Managed Futures –
Major risks: Credit, Liquidity, Manager, Market
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.
-
Non-Traded Preferred Stock –
Major risks: Business, Concentration, Credit, Financial, Inflation, Interest Rate, Liquidity, Manager, Political
and Government
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
Third-Party Aggressive Investment Technique Risk –
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:
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
Liquidity and Transferability –
investment fund.
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
Possibility of Fraud and Other Misconduct –
liquidate their investment in the event of an emergency or for any other reason.
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
39
Current as of October 20, 2025
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.).
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,
Osaic Wealth, Inc. IA Brochure – 2025.4
40
Current as of October 20, 2025
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.
Disclosure of Disciplinary Action Relevant to Unit Investment Trust Sales Charge Discounts:
Effective December 2, 2015, without admitting or denying the findings, Osaic Wealth, Inc. (the “Firm”) entered into an
Acceptance, Waiver and Consent (AWC) order with the Financial Industry Regulatory Authority (“FINRA”) regarding the
Firm’s alleged failure to identify and apply sales charge discounts to certain customers’ eligible purchases of unit
investment trusts (UITs) resulting in customers paying excessive sales charges of approximately $204,000. The findings
Osaic Wealth, Inc. IA Brochure – 2025.4
41
Current as of October 20, 2025
also stated the Firm paid restitution to all affected customers. FINRA also alleged the Firm failed to establish, maintain and
enforce a supervisory system and Written Supervisory Procedures (WSPs) reasonably designed to ensure that customers
receive sales charge discounts on all eligible UIT purchases. The Firm has enhanced its policies and procedures related to
identifying and applying sales charge discounts for eligible UIT purchases. Pursuant to the order, the Firm’s payment of
the $225,000 fine was completed on December 18, 2015.
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
Other Industry Affiliates
Berliniski Family 2006 Trust.
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
owned by Osaic, Inc.
VISION2020 Wealth Management Corp.
Registered Investment Advisor
Osaic Services, Inc.
owned by Osaic, Inc.
Broker-Dealer
Osaic Wealth, Inc. IA Brochure – 2025.4
42
Current as of October 20, 2025
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
owned by Osaic Holdings, Inc.
Osaic Advisory Services, LLC
Registered Investment Advisor
Highland Capital Brokerage
owned by Osaic Holdings, Inc.
Insurance Company
owned by Osaic Holdings, Inc.
Premier Trust, Inc.
Trust Company
Osaic Institutions Holdings, Inc.
owned by Osaic Holdings, Inc.
Holding Company
owned by Osaic Institutions Holdings, Inc.
Osaic Institutions, 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
The following chart details the Related Persons, which are not wholly owned subsidiaries of Osaic Holdings, Inc. or Osaic,
Inc. These Related Persons, however, are under common control of Osaic Holdings, Inc. Your Advisory Representative,
however, cannot recommend the purchase of securities through such affiliates and do not conduct advisory business
through these Related Persons.
owned by Black Diamond Financial Holdings, LLC
Black Diamond Financial, LLC
Registered Investment Advisor
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
43
Current as of October 20, 2025
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.
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
registered
representatives
are
contractors
of
Osaic
Wealth,
they
have
the
Some
ability
of
Osaic
Wealth’s
Since
independent
to engage in certain
other business activities separate from the activities they conduct through Osaic Wealth.
affiliated
representatives are permitted to be employed by, or own, a financial services business entity, including an
registered
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. 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. As a result of the fact your
Advisory Representative is not compensated for directing you to products or services offered by our Related Persons, we
Osaic Wealth, Inc. IA Brochure – 2025.4
44
Current as of October 20, 2025
believe that the Firm’s conflict of interest is mitigated. The Firm maintains policies and procedures to ensure
recommendations made to you are in your best interest. The Firm or its Advisory Representatives may direct you to the
following 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.
•
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 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. 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.
Osaic Wealth, Inc. IA Brochure – 2025.4
45
Current as of October 20, 2025
o
LTAM offers the Qui(k) program. LTAM serves as the ERISA Section 3(38) investment fiduciary for the
plans associated with this program. LTAM has entered into an agreement to provide 3(38) investment
fiduciary services to American Trust Retirement Services, LLC (ATR). ATR is the Pooled Plan Provider
(PPP) for the Qui(k) platform, ATR’s Pooled Employer Plan (PEP). LTAM, as well as the other Qui(k)
platform service providers, are engaged by ATR in their capacity as the PPP named fiduciary and PEP
plan sponsor. Certain collective investment trusts (“CITs”) managed by LTAM are available as
investment options in Qui(k). However, LTAM utilizes a share class that does not pay a fee to LTAM for
management of the CIT assets. Employers who participate in Qui(k) will sign a separate agreement
engaging ATR as the PPP. ATR, 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 employer participation in Qui(k) versus the other programs or options.
We offer clients access to professional Third-Party Money Managers that create and implement portfolios with a variety
of investment strategies (see Item 4 Advisory Business for additional information on 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.
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. This ownership entitles Reverence Capital
Partners to appoint a member to the board of directors of CAIS and certain committees thereof and otherwise grants the
Reverence Capital Partners certain consent and veto rights over actions taken by CAIS and its affiliates. In addition, our
agreement with CAIS provides for a payment to us of up to 10 basis points (0.10%) on the sale amount of alternative
investment products sold through the CAIS platform. The Firm has therefore an incentive to recommend alternative
investments on the CAIS platform to you, which is a conflict of interest. However, your Advisory Representative does not
receive any portion of this compensation.
Osaic Wealth, Inc. IA Brochure – 2025.4
46
Current as of October 20, 2025
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;
•
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
47
Current as of October 20, 2025
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 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
Osaic Wealth, Inc. IA Brochure – 2025.4
48
Current as of October 20, 2025
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
49
Current as of October 20, 2025
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
The Firm has promoter arrangements with individuals. 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. If you are introduced to us through a
Promoter, a separate disclosure statement is provided, advising you of the compensation arrangement to an individual
that is unaffiliated with the Firm.
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.
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
Osaic Wealth, Inc. IA Brochure – 2025.4
50
Current as of October 20, 2025
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.
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 Net New Asset 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. Advisory Representatives may qualify for one of three elements of this program. Generally, all Advisory
Representatives may qualify to be paid an annual amount of 35 basis points (0.35%) on average (with select
Advisory Representatives qualifying for payments of up to 50 basis points (0.50%)) on all new assets added to
our client accounts custodied with Pershing and NFS. In addition, certain qualifying Advisory Representatives
will be eligible for a one-time fee of up to $50 per account when it is converted to Pershing or NFS from an existing
account held direct with a mutual fund sponsor or third-party money manager and up to five basis points
(0.05%) on all assets in such accounts (which basis point payment would be in addition to the amount described
in the prior sentence). 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 and up to 25 basis points (0.25%) on all
assets in such accounts. The payment depends on a number of factors which include, among other things, the
amount of operational assistance needed by the Advisory Representative. The Net New Asset 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 Net New
Asset Program benefit/payment and 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 Net New Asset 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 collecting on the payment 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
Osaic Wealth, Inc. IA Brochure – 2025.4
51
Current as of October 20, 2025
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.
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.
Osaic Wealth, Inc. IA Brochure – 2025.4
52
Current as of October 20, 2025
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 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
Although the Firm’s advisory assets are held by a qualified custodian, the Firm is deemed to have custody of client funds
because it has the ability to direct such custodians to deduct advisory fees from the client’s account and because some
client accounts have standing letters of instruction (“SLOAs”) or other similar asset transfer authorization agreement
which give us the authority to transfer funds to a third party. Custody of client assets is also triggered in rare cases when
the Firm accepts physical stock certificates from clients. The Firm undergoes an annual surprise custody exam by an
independent auditor.
On at least a quarterly basis, you will receive statements from the qualified custodian. Your Advisory Representative can
also send you a quarterly performance report (“QPR”). The Firm urges you to carefully review the quarterly performance
Osaic Wealth, Inc. IA Brochure – 2025.4
53
Current as of October 20, 2025
reports we send you and compare them with the statements provided by the qualified custodian. You should promptly
notify us or your Advisory Representative upon discovery of any errors, discrepancies or irregularities.
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 – 2025.4
54
Current as of October 20, 2025
STATEMENT OF FINANCIAL CONDITION AND RELATED NOTES
Osaic Wealth, Inc.
(SEC File Number 8-40218)
(An indirect wholly owned subsidiary of Osaic Holdings, Inc.)
December 31, 2024
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, 2024
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
AMPA
APFS
ASC
ASU
CODM
FASB
FINRA
GAAP
Net Capital Rule
Definition
American Portfolios Advisors, Inc.
American Portfolios Financial Services, Inc.
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 Services, Inc.
Osaic, Inc.
Osaic Holdings, Inc.
Proprietary account of a broker-dealer
Registered investment adviser
Securities America Advisors, Inc.
Securities America, Inc.
Securities and Exchange Commission
Signature Estate & Investment Advisors
OFSI
OS
OSA
OSHI
PAB
RIA
SAA
SAI
SEC
SEIA
Strategic Partnership Sponsors Third-party investment and insurance companies for which the Company
Triad
U.S.
WFS
provides marketing services for their advisory, insurance and brokerage products
Triad Advisors, LLC (collectively with its subsidiary Triad Insurance, Inc.)
United States of America
Woodbury Financial Services, Inc.
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 Managers 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, 2024, 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, 2024, 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 21, 2025
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, 2024
ASSETS
$
Cash and cash equivalents
Restricted cash
Receivables from broker-dealers and clearing firms
Accounts receivable
Receivables from affiliates
Goodwill
Intangible assets, net
Prepaid expenses and other assets
Total assets
$
231,091
975
78,145
243,012
1,361
1,965,509
559,719
16,561
3,096,373
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
$
Commissions payable
Deferred compensation payable
Accounts payable and accrued expenses
Payables to affiliates
Deferred tax liabilities, net
Income tax payable
Other liabilities
Total liabilities
149,322
5,338
22,623
42,388
91,810
39,968
4,764
356,213
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
3,215,659
(475,509)
2,740,160
3,096,373
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, 2024
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 independent financial professionals.
Through its platform, the Company provides access to diversified financial products and services, enabling its financial
professionals to offer personalized financial advice and brokerage services to retail investors (their "clients"). The Company
executes its financial professionals' clients' transactions on a fully disclosed basis through unaffiliated clearing firms which
carry the accounts and securities of the 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. During 2024, the Company entered into merger agreements with WFS, SAI, SAA, Triad
and APFS, which are companies under common control, to merge the entirety of their broker-dealer and RIA businesses into
the Company.
During the fourth quarter of 2024, the Company entered into an agreement with AMPA whereby AMPA transferred and
contributed certain assets and specified advisor relationships and liabilities related to AMPA's RIA business to the Company.
AMPA continued as a legal entity subsequent to the transfer date.
The details of the mergers with WFS, SAI, SAA, Triad and APFS, and the transfer from AMPA are noted below:
Company
WFS
SAI
SAA
Triad
APFS
AMPA(1)
Business type
Broker-dealer and RIA
Broker-dealer
RIA
Broker-dealer and RIA
Broker-dealer
RIA
Effective date of merger / transfer
January 22, 2024
June 17, 2024
June 17, 2024
August 26, 2024
October 11, 2024
October 11, 2024
(1) A portion of AMPA's business remained with AMPA as it continued as a legal entity subsequent to the transfer on October 11, 2024 as noted above.
For additional information, refer to "Note 3 – Common Control Transactions."
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.
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, 2024
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.
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, 2024, the Company had U.S Treasury bills of $123.9 million included within "Cash and cash
equivalents" on the Statement of Financial Condition. The fair value of the U.S. Treasury bills was based on quoted prices
obtained from independent vendor services calculated on a settlement-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, 2024.
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 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.
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, 2024
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
between the implied fair value and the carrying amount.
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 - 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.
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, 2024
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
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 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 – 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 will be applied
prospectively. The adoption of this ASU will not have a material impact on the Company's financial statement.
ASU 2023-07 — In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable
Segment Disclosures. This ASU requires public entities which have a single reportable segment to disclose all existing
segment disclosures along with the expanded segment disclosures within this ASU. This ASU expands disclosures to
reportable segments by requiring (i) disclosure of significant segment expenses which are regularly provided to the CODM
and included within the reported measure(s) of each segment's profit or loss, (ii) the amount and description of the
composition of other segment items (defined as the difference between segment revenue less the segment expenses disclosed
under the significant expense principle and included in the measure of segment profit or loss), (iii) all annual disclosures of
each reportable segment's profit or loss to be disclosed in each interim period, and (iv) disclosure of the title and position of
the CODM, along with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing
segment performance and deciding how to allocate resources. The amendments in this ASU were effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The
Company adopted the provisions of this guidance on January 1, 2024. The adoption of this ASU resulted in new segment
disclosures for the Company. For additional information, see "Note 10 – Segments."
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, 2024
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 ASC, 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 ASC 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.
NOTE 3 – COMMON CONTROL TRANSACTIONS
During the year ended December 31, 2024, WFS, SAI, SAA, Triad and APFS merged the entirety of their 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.
On October 11, 2024, AMPA transferred and contributed certain assets and specified financial professional relationships and
liabilities related to its RIA business to the Company. All assets and liabilities were transferred at OSHI's carrying values, and
AMPA continued as a legal entity subsequent to the transfer date. The Company's financial statement and notes thereto as of
December 31, 2024 reflect the transferred assets and liabilities as of January 1, 2024.
The transfer from AMPA and the mergers with WFS, SAI, SAA, Triad and APFS 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, 2024 reflect the transferred assets and liabilities at their respective
carrying values as of January 1, 2024, 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, WFS, SAI, SAA, Triad, APFS and AMPA 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, 2024:
$
Assets
Liabilities
Net assets
$
1,624,209
182,659
1,441,550
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, 2024
NOTE 4 – ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following as of December 31, 2024 (in thousands):
$
Commission and advisory revenue receivable
Clearing credit and cash sweep revenue receivable
Strategic Partnership Sponsors revenue receivable
Other
Total accounts receivable
$
143,682
42,258
44,541
12,531
243,012
NOTE 5 – INTANGIBLE ASSETS, NET
As a result of the transfer from AMPA, and the mergers with WFS, SAI, SAA, Triad and APFS, the Company recorded
approximately $339.2 million of financial professional relationships, $4.5 million of non-competition agreements, $4.2
million of technology, and $4.0 million of trade names at net carrying values as of January 1, 2024. The non-competition
agreements and technology assets became fully amortized in 2024 and were disposed of in connection with the AMPA
transfer and APFS merger. For more information, see "Note 3 – Common Control Transactions."
Intangible assets, net consisted of the following as of December 31, 2024 (in thousands):
Weighted-
Average Life
Remaining
(in years)
Gross Carrying
Value
Accumulated
Amortization
Net Carrying
Value
Financial professional relationships
Trade names
4.5 $
—
Total intangible assets
$
1,224,577 $
55,113
1,279,690 $
(664,858) $
(55,113)
(719,971) $
559,719
—
559,719
NOTE 6 – INCOME TAXES
The following table presents the components of deferred tax assets (liabilities) as of December 31, 2024 (in thousands):
Deferred tax assets:
$
Capitalized research & development costs (Sec. 174)
Accrued compensation
State taxes
Net operating losses
Accrued expenses
Other
Total deferred tax assets
21,554
1,408
4,981
3,603
2,361
828
34,735
Deferred tax liabilities:
Intangible assets
Prepaid expenses
(120,755)
(3,285)
Other
(2,505)
Total deferred tax liabilities
(126,545)
Deferred tax liabilities, net
$
(91,810)
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, 2024
The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31,
2024, 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 2021 to 2024 remain
open to examination, and in the state jurisdictions, the tax years of 2020 to 2024 remain open to examination as of December
31, 2024. The Company does not have any tax positions at the end of the year for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.
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, 2024, unamortized loans to financial professionals of $350.8 million were recorded on OSA related to
affiliated financial professionals of the Company.
Sponsor Investment in Affiliate
On November 25, 2024, OSHI's sponsor, Reverence Capital Partners, L.P. ("Reverence"), participated, along with several
other firms, in the acquisition of 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
OSHI owns a 9.9% interest in SEIA, and OSHI's sponsor, Reverence, owns a 55.1% interest. SEIA is an RIA firm offering
investment management and financial planning services. Certain of the Company's financial professionals use SEIA's
advisory platform and generate advisory revenues through this platform.
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
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, 2024
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, 2024 are summarized in the following table
(in thousands):
Net Capital
Required Minimum Net Capital
Excess Net Capital
$
161,912 $
250 $
161,662
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.
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.
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.
On August 14, 2024, the Company and Osaic Services, Inc. ("OS"), an indirect wholly owned subsidiary of OSHI, were the
subject of an Order Instituting Administrative and Cease-And-Desist Proceedings (the "Order") by the SEC pursuant to the
SEC's industry-wide review of the use of off-channel communications by persons associated with broker-dealers and
investment advisers. The Order required the firms to jointly and severally pay a fine of $18 million in the aggregate and to
agree to certain undertakings, including retention of a compliance consultant. As a result of the transfer of OS's broker-dealer
and RIA business to the Company on September 1, 2023, any recorded and unrecorded liabilities related to OS that existed as
of September 1, 2023 were transferred to the Company. The Company paid the fine in full during the third quarter of 2024.
Four separate multi-claimant FINRA arbitration claims have 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,
and they also allege failure in supervision of the financial professional. Damages are unspecified and are not estimable at this
time for a majority of claimants.
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, 2024
As of December 31, 2024, the Company accrued approximately $14.1 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 $18.7
million as of December 31, 2024. 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.
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, 2024 as the amounts are considered
collectible.
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, 2024
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 independent 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 Chief Accounting Officer. The CODM evaluates the performance of, and allocates resources
to, the Company based on net capital, which is not a measure of profit or loss. The CODM utilizes the monthly net capital
analysis 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."
NOTE 11 – SUBSEQUENT EVENTS
Management of the Company has performed an evaluation of subsequent events through February 21, 2025, which is the date
the financial statement was available to be issued.
On January 24, 2025, Osaic FA, Inc. and Osaic FS, Inc., which are companies under common control, merged the entirety of
their broker-dealer and RIA businesses into the Company as non-cash transactions.
Filed pursuant to SEC Rule 17a-5(e)(3) under the Securities Exchange Act of 1934 as a PUBLIC DOCUMENT.
12