Osaic Institutions, Inc. (referred to as “Osaic Institutions,” “we” or “us”) is a Connecticut corporation headquartered in Meriden, Connecticut. We have been in business since 1993. We are registered with the SEC as an investment adviser and are also registered with the SEC and 50 states as a broker-dealer. We are a member of the Financial Industry Regulatory Authority (“FINRA”). As of December 31st, 2023, we managed client assets of approximately $995,849,978 on a discretionary basis and $2,630,794,822 on a non-discretionary basis. Osaic Institutions is owned 100% by Osaic Institutions Financial Holdings, Inc (“OIFH”). On October 3, 2022, OIFH was acquired by Osaic Holdings, Inc. (“OHI”) which is owned primarily by a consortium of investors through RCP Artemis Co-Invest, L.P., an investment fund affiliated with Reverence Capital Partners LLC. The consortium of investors includes RCP Genpar Holdco LLC, RCP Genpar L.P., RCP Opp Fund II GP, L.P. and The Berlinski Family 2006 Trust. Osaic Institutions’ advisory services are made available to clients primarily through individuals associated with Osaic Institutions as investment adviser representatives (“IARs”). For more information about the IAR providing advisory services, clients should refer to the Brochure Supplement for the IAR. The Brochure Supplement is a separate document that is provided by the IAR along with this Brochure before or at the time client engages the IAR. If client did not receive a Brochure Supplement for the IAR, the client may contact the IAR or Osaic Institutions at [email protected]. As noted above, Osaic Institutions is also a broker-dealer registered with FINRA, and IARs are typically also registered with Osaic Institutions as a broker-dealer registered representatives. Therefore, in such case, IARs are able to offer a client both investment advisory and brokerage services. Before engaging with an IAR, clients should take time to consider the differences between an advisory relationship and a brokerage relationship to determine which type of service best serves the client’s investment needs and goals. Clients should speak to the IAR to understand the different types of services available through Osaic Institutions. Customized advisory services Osaic Institutions offers clients customized advisory engagements where IARs purchase and sell securities on a discretionary or non-discretionary basis pursuant to an investment objective chosen by the client. “Non- discretionary” services require clients to initiate or pre-approve investment transactions in their accounts before they can occur, whereas ”discretionary” services authorize the IAR or other designated third-party investment adviser to buy, sell or hold investment positions without obtaining pre-approval from clients for each transaction. This authority is set out in an advisory agreement between Osaic Institutions, the IAR and the client. The IAR obtains the necessary financial data from the client, assists the client in determining the suitability of the advisory services and assists the client in setting the appropriate investment objective. The IAR provides ongoing investment advice and management that is tailored to the individual needs of the client based on the investment objective chosen by the client. Depending on the specific engagement, the types of securities that the IAR may purchase and sell include mutual funds, ETFs, equities, fixed income securities, and/or variable annuity subaccounts. Clients generally may impose reasonable restrictions on investing in certain securities or groups of securities. Financial planning and consulting services Osaic Institutions provides investment advisory services in the form of financial planning. Clients receiving this service will receive a written report providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. In general, the financial plan may address a number of areas, including existing financial position, protection of assets, investment planning, income tax planning, retirement planning, and estate planning. These financial planning services apply to a client’s financial situation only at the time of purchase. The engagement terminates upon delivery of the financial plan. A periodic review of the client’s situation is strongly recommended to ensure that the plan continues to adequately address the client’s needs and objectives. The client will be required to pay an additional fee for each periodic review. Osaic Institutions and the IAR will not have any discretionary investment authority when offering financial planning. Clients can also receive investment advice on a more limited basis. This may include consultation on only a specific Form ADV Part 2A Brochure 5 © Osaic Institutions, Inc. area such as college funding, survivor needs, investment planning, or any other topic. In these situations, only the requested topic is addressed, and the impact on other financial concerns, or advice provided, is not considered. Osaic Institutions may also provide advice on non-securities matters. Generally, this is in connection with the rendering of estate planning, insurance, and/ or annuity advice. The IAR may or may not deliver to the client a written analysis or report as part of the services. The IAR tailors the consulting services to the individual needs of the client based on the investment objective chosen by the client. The engagement terminates upon final consultation with the client. Osaic Institutions and the IAR do not have any discretionary investment authority when offering consulting services. The IAR makes recommendations as to general types of investment products or securities that may be appropriate for client to consider and may also provide recommendations regarding specific investments or securities.
ERISA plan services Osaic Institutions, acting through the IARs, provides investment advisory services to clients that are trustees and other fiduciaries of participant-directed employee retirement benefit plans (“Plans”). The IAR may analyze the Plan’s current investment platform and assist the Plan and its participants in creating an investment policy statement defining the types of investments to be offered and the restrictions that may be imposed. The IAR may recommend investment options to achieve the Plan’s objectives, provide participant education meetings, and monitor the performance of the Plan’s investment vehicles. The specific services provided will be stated in the client agreement. If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under the Plan, IARs will not provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. Also, IARs do not provide advice regarding the offering to participants of individual self-directed brokerage accounts, mutual fund windows, or other similar arrangements and are not responsible for the decision to offer such arrangements. In addition, if participants in the Plan may invest the assets in their accounts through such arrangements, or may obtain participant loans, IARs do not provide any individualized advice or recommendations to the participants regarding these decisions. Osaic Institutions provides advisory services in connection with Plans as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”) and is a fiduciary under the Advisers Act with respect to such services. In addition, if the client elects to engage Osaic Institutions and the IAR to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA, such services will constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, Osaic Institutions and IAR will be deemed a “fiduciary” as such term is defined under Section 3(21) (A)(ii) of ERISA in connection with those services. Clients should understand that to the extent Osaic Institutions and the IAR are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA and therefore, Osaic Institutions and the IAR will not be a “fiduciary” under ERISA with respect to those other services. The agreement we sign with the Plan includes the disclosures required of IAR under Section 408(b)(2) of ERISA, in particular, (i) the services to be provided by IAR,(ii) the extent to which IAR is acting as a fiduciary, (iii) the compensation to be received by IAR, and the manner of receipt of that compensation, and (iv) any fees payable on termination of the agreement. IAR receives no indirect compensation in respect of the services provided pursuant to the agreement. We retain a portion of the compensation described in the agreement for our services in connection with the agreement, the amount of which varies with our arrangement with each IAR. Pursuant to the agreement, IAR neither provides recordkeeping services nor makes available any designated investment alternative for the Plan nor advises any investment contract, fund or entity in which the plan has a direct equity investment, and no disclosures under Section 408(b)(2) are thus required to be provided in respect of those matters. Solicitation and referral services Osaic Institutions and the IARs may occasionally act as a referral source to a third-party asset manager(s) (“TPAM") (in which case we are referred to as a “promoter”, “solicitor”, or “referrer”) for a fee; however, this is outside the scope of the investment advisory services described in this Brochure. When we engage with a TPAM, neither Osaic Institutions nor the IAR are the client’s investment adviser or provide investment advice. In connection with these services, the IAR may be responsible for completing a profile of the client and gathering client information. The IAR Form ADV Part 2A Brochure 6 © Osaic Institutions, Inc. may also be responsible for the suitability of the program offered by the TPAM and periodically updating the client’s financial goals and objectives. In these cases, the IAR will provide the referred client with a disclosure statement regarding the role of Osaic Institutions and the IAR as a referral agent. Please see Item 14 below for more information about these referral services and the related compensation. For a description of these programs and the related fees and expenses, you may obtain a copy of each TPAM’s Form ADV Part 2A by visiting adviserinfo.sec.gov or upon request from the TPAM. You may also request Form ADV Part 2B from the TPAM which contains detailed information about the individual TPAM’s representative(s) who will be responsible for managing your

assets. Wrap fee programs Osaic Institutions offers several discretionary and nondiscretionary “wrap fee” asset management programs. Clients interested in Osaic Institutions’ wrap fee programs can obtain copies of the applicable brochures by contacting your IAR or by contacting our firm at [email protected] or at (203) 599-6000 or by downloading it at adviserinfo.sec.gov. These programs include:
• Osaic Institutions Advisor Managed Portfolios Program (“AMP”)
• Osaic Institutions Unified Managed Account Program (“UMA”)
• WealthSelect Program* o Please note this program is managed by an affiliated entity, Laden Thalmann Asset Management, Inc. (“LTAM”). More information on LTAM is outlined below in Item 10.
• Advisor Managed Portfolio Program* * For Existing Clients/Legacy Use Only Other Services Alternative Investments Osaic Institutions has contracted with CAIS Capital, LLC and Capital Integration Systems LLC (collectively “CAIS”) and has granted IARs access to the CAIS alternative investment platforms. CAIS and its affiliates conduct the initial and on-going due diligence (investment and operational) on private equity and hedge fund offerings available on their platform. Osaic Institutions relies on the due diligence provided by CAIS related to the offerings available on the platform. Only approved alternative investment are available on the CAIS platform. Our agreement with CAIS provides for a payment to us of up to 10 basis points (.10%) on the sale amount of alternative investment products sold through the CAIS platform to our clients. CAIS also pays a fee to attend Osaic Institutions’ conferences for our IARs. Please note that with privately held alternatives valuations can lag a month or more and are received from the issuer’s or offerings’ third-party administrator. Seminars Our IARs are permitted to hold investment-related seminars and/or educational events to existing clients, prospective clients, and the general investing public. The seminars feature general investment-related advice for educational purposes and can include both securities and non-securities topics. No specific individualized investment advice regarding investment objectives or investment related needs of the attendees, listeners, or audience is rendered during seminars. However, participants are free to schedule meetings with the IAR(s) in an effort to obtain personalized investment advice. Seminars are provided at either no cost or for a fee charged to participants (i.e., to help cover expenses incurred in presenting the seminar). If fees are charged, all fees and payment provisions are fully disclosed prior to the seminar being presented. LoanAdvanceTM program Through an agreement with Pershing LLC, Osaic Institutions’ clearing broker (“Pershing”), Osaic Institutions makes the LoanAdvance Program available to certain of its investment advisory clients. A LoanAdvance account is an account held through Pershing through which you may borrow money from Pershing by pledging the securities in the account. Unlike a margin account, these borrowed funds cannot be utilized to purchase additional securities. Some of Form ADV Part 2A Brochure 7 © Osaic Institutions, Inc. the investment advisory accounts serviced by Osaic Institutions and its IARs may be eligible for the LoanAdvance Program. If you decide to open a LoanAdvance account, please carefully consider the following:
• You are borrowing money that you will be required to pay back.
• LoanAdvance is only available for accounts that are not retirement accounts. For purposes of this Brochure, a “Retirement Account” is an account held by an ERISA plan or an account otherwise subject to Section 4975 of the Internal Revenue Code (e.g., IRA).
• You are using the securities that you own in the account as collateral.
• You are charged an interest rate that is subject to change and the rate can go up or down.
• Osaic Institutions or Pershing can force the sale of securities or other assets in any of your accounts held at Osaic Institutions or Pershing at any time and without notice, to cover any deficiency in the value of the securities pledged for the loan. This forced selling could occur at any time, including during times of increased market volatility, potentially negatively affecting your investment returns and potentially resulting in negative tax consequences for you.
• Osaic Institutions or Pershing can decide which securities to sell without consulting with you.
• Due to the fact that securities are pledged to support the outstanding loan amount, Osaic Institutions or Pershing can limit client withdrawals from the pledged account until loan requirements are met or the loan is paid off.
• Osaic Institutions or Pershing may request additional information such as, but not limited to, a credit check in order to complete our review of your account(s). Please also carefully review the LoanAdvance Lending Agreement and the Interest Rate Acknowledgment for additional risks involved in opening a LoanAdvance account. Compensation received by Osaic Institutions and its IARs in connection with the LoanAdvance Program is described below. Securities Backed Line of Credit (SBLOC)/ Non-Purpose Loans Osaic Institutions offers you SBLOCs offered through participating third-party banks and our clearing brokers. SBLOCs are loans whereby an investor borrows against the assets in his or her investment portfolio without having to liquidate these securities. These loans require monthly interest-only payments, and the loan remains outstanding until it is re-paid. SBLOCs are non-purpose loans, which means the loan proceeds can be used for purposes other than to purchase or trade securities. An SBLOC allows you the opportunity to avoid potential capital gains taxes because you don’t have to liquidate securities for access to funds. You might also be able to continue to receive the benefits of your holdings, like dividends, interest and appreciation. However, as with virtually every financial product, SBLOCs have risks and downsides. For instance, if the value of the securities you pledge as collateral decreases, you may need to come up with extra money fast, or your positions could be liquidated. Prior to establishing a SBLOC, you should carefully review the disclosure form provided by Osaic Institutions. Sweep programs When a client’s advisory account is maintained at Pershing or National Financial Services, Inc. (“NFS”) (collectively the “Custodians”) and unless the client otherwise opts out, the client’s free credit balance will be automatically deposited or “swept” to a deposit account at one or more banks whose deposits are insured by the FDIC (up to applicable limits) or, in limited cases, a money market mutual fund product (collectively, the “Sweep Program”). As set forth in the terms of the Customer Agreement with Osaic Institutions, the client may remove his or her account from participating in the Sweep Program by notifying the client’s IAR. In addition, there are always alternatives for the short-term investment of cash balances that may offer higher returns than the sweep options made available to the client. Margin Loans As a broker-dealer, Osaic Institutions can arrange for its clearing broker to loan you money against the value of Form ADV Part 2A Brochure 8 © Osaic Institutions, Inc. certain stocks, bonds and mutual funds that are held in your account at that clearing broker. That borrowed money is called a margin loan and can be used to purchase additional securities. Margin loans are not available in retirement or custodial accounts. There’s no set repayment schedule with a margin loan—monthly interest charges accrue to the account, and the borrower has the option to repay the principal at their convenience, subject to margin calls as discussed below. Margin loans can be profitable when securities in an account increase in value and the increase in value exceeds the interest you pay on the margin loan. However, the magnifying effect works the other way as well. The marginable investments in the portfolio provide the collateral for the margin loan. While the value of that collateral fluctuates according to the market, the amount borrowed stays the same. If the value of the margined securities decline to the point where they no longer meet the minimum equity requirements for the margin loan, there will be a margin call. When this happens, Osaic Institutions or its clearing broker will ask that more cash or marginable securities be deposited into the account to meet the minimum equity requirement or they may sell securities in the account as needed. Please remember:
• Margin loans increase an account’s level of market risk;
• Osaic Institutions or its clearing broker may initiate the sale of any security in the account without contacting the account owner, to meet the margin call; and
• Account owners are not entitled to an extension of time on a margin call. Osaic Institutions has a conflict of interest in recommending to you a margin loan because Osaic Institutions (in its capacity as a broker-dealer) receives a markup on the interest charged on the loan. Such markups on margin interest range up to a maximum markup of 300 basis points (3.00%) above the clearing broker’s base lending rate. Your Advisory Representative is not compensated on margin loan balances and therefore does not have a conflict of interest in recommending the use of margin. Consequently, Osaic Institutions’ conflict of interest to you is mitigated since your Advisory Representative does not receive additional compensation for recommending to you the use of margin. Osaic Institutions maintains policies and procedures to ensure recommendations made to you are in your best interest and in conjunction with the lack of compensation to your Advisory Representative, believe this mitigates any conflict to Osaic Institutions. Please refer to your margin agreement for additional details regarding your margin loan. Please refer to your margin agreement for additional details regarding your margin loan. Please also refer to the Client Fee Disclosure - Pershing Clearing and Client Fee Disclosure - NFS Clearing located at osaic.com/disclosures to find additional details regarding your margin loan fees. Form ADV Part 2A Brochure 9 © Osaic Institutions, Inc.