Description of Advisory Services:
We are a registered investment adviser with the U.S. Securities and Exchange Commission,
currently providing sub-advisory services to other registered investment advisors known
as Financial Advisory Firms (“FA Firm”) or (“Financial Advisors”), either directly or through
a third party sponsored program since 2007. As of December 31, 2023, we have
approximately $8.77 billion in discretionary assets under management. We are a wholly
owned subsidiary of AssetMark Financial Holdings, Inc. (“AssetMark”). On December 14,
2022, AssetMark completed the acquisition of all of the equity interests in Adhesion Wealth
Advisor Solutions (“Adhesion”). AssetMark is an indirect subsidiary of Huatai Securities,
Co., Ltd. (“HTSC”). HTSC is a financial services and securities brokerage firm, incorporated
in China and listed on the Shanghai and Hong Kong stock exchanges, with global depository
receipts (“GDRs”) listed on the London Stock Exchange. Entities incorporated in China may
be subject to China’s laws and regulations that differ from those in the United States.
AssetMark Financial Holdings, Inc., is publicly listed on the New York Exchange (ticker:
AMK).
Overlay Portfolio Management Services.
Our sub-advisory services are typically referred to as overlay portfolio management
(“OPM”), where we generally implement the investment instructions provided by your
Financial Advisor for your account(s) through ongoing monitoring, rebalancing and
trading. We provide OPM Services directly to FA Firms and Financial Advisors under the
terms of an advisor services agreement, and to FA Firms and Financial Advisors through
programs sponsored by a third party (e.g., a broker-dealer). As far as you are concerned,
our OPM Services are considered impersonal investment advice (which means that these
services are not tailored to meet the needs of the objectives of specific individuals or
accounts).
Investment instructions are generally communicated to us in the form of asset allocation
strategies (“Strategies”). We refer to a strategy’s creator as a “Strategist”. In many cases,
your Financial Advisor will create the Strategy for your account. Alternatively, your
Financial Advisor may elect to employ a Strategy from a third-party Strategist, also a
registered investment advisor, for your account. Please refer to your FA Firm’s disclosure
brochure for details regarding the services they provide, and the services of any third
parties they may employ.
Strategies are comprised of a model portfolio (“Model”) or a weighted combination of
multiple Models, as determined by the Strategist. A Model represents the investment
recommendations of a “Manager”, in the form of a list of securities to hold and the relative
weight of each. The Models of third-party asset Managers, themselves registered
investment advisors, may also be included in your account’s Strategy. Adhesion or your FA
Firm may also be one of the Managers providing one or more of the Models for your
account’s Strategy. The Strategist is responsible for researching and evaluating Managers,
and selecting the specific Models employed in the Strategy. The responsibilities of the third-
party Strategists and Managers with respect to your account are limited to providing
generalized, non-discretionary investment advice. These limitations are further discussed
in schedules attached to our advisor services agreement with your FA Firm.
You will never be in direct contact with us. It is your Financial Advisor who remains solely
responsible for understanding your individual financial situation, investment goals and
objectives, qualification, time horizon, portfolio liquidity and concentration, and tolerance
for risk as well as any investment limitations and reasonable restrictions for your account.
Based upon this knowledge, your Financial Advisor selects a suitable Strategy for your
account. Your Financial Advisor is solely responsible for maintaining communication with
you to monitor your investment objectives and any changes in your individual
circumstances, and for communicating any changes in your situation to us in the form of a
suitable Strategy selected for your account. Any questions you may have regarding the
Strategy employed for your account, the Manager Models comprising the Strategy, their
suitability for your individual financial situation, or the fees charged should be directed
solely to your Financial Advisor.
In our provision of OPM Services, we require discretionary authority to implement the
investment instructions specified by your Financial Advisor for your account via the
purchasing and selling of securities. This authority is in addition to the authority you grant
your Financial Advisor over your accounts. You grant us this discretionary authority through
the custodian broker-dealer who holds your account. Through the custodian’s paperwork
you typically designate us to be the “manager” or “sub-advisor” for your account. With this
authority we monitor your account to assess ongoing conformity to the Strategy selected by
your Financial Advisor. If your account varies from the Strategy beyond a tolerance specified
by the Strategist, other than due to specific instructions or restrictions provided by your
Financial Advisor, we will make appropriate and necessary adjustments to bring your
account back into conformity.
Please bear in mind that your Financial Advisor solely determines whether our OPM Services
are suitable for you. You, or your Financial Advisor, may terminate our OPM Services for
your account at any time.
OPM Services Through Third-Party Sponsored Programs. We may also provide OPM Services
for third-party sponsored programs (“Programs”) sponsored by registered broker-dealer
firms, banks or trust companies not affiliated with us (the “Sponsors”). We are not
considered a Program Sponsor. The Programs offer portfolio advisory and professionally
managed investment account services through intermediary Financial Advisors whose
individual and institutional clients open brokerage accounts through the Sponsor and agree
to sub-advisory services provided by us. The Sponsor is responsible for identifying and
selecting those Strategists and Managers that will participate in the Program. The Sponsor
will provide appropriate information to Financial Advisors regarding the investment
discipline and/or approach for the Strategists and Managers, and any changes that may
occur.
The Sponsor is responsible for reviewing the performance of all Strategists and Managers
and making recommendations to Financial Advisors with respect to their selection and
retention. The Financial Advisor maintains full discretionary authority to hire and fire the
Strategists and Managers on behalf of their clients. The Financial Advisor will determine
whether the Program and the individual Strategists and Managers are suitable for your
individual circumstances and needs.
Manager Fees
Adhesion charges to Strategists and Managers that have been selected to participate on the
Platform a one-time set up fee and an annual maintenance fee for performing certain
functions in connection with adding and maintaining the Strategist or Manager on the
Platform. Adhesion
offers a program through which Managers and Strategists pay a fee to
access reports that provide additional detail with respect to assets invested in the Models and
Strategies maintained by Managers and Strategists. These fees create a conflict of interest for
Adhesion because they provide a financial incentive for Adhesion to favor Managers and
Strategists who agree to pay the fees in order to participate on the Platform and in the data
program.
Fixed Income
Fixed Income investments are provided by third parties with full investment discretion to
transact in your account. Adhesion oversees the Fixed Income managers and provides the
billing and manager payments.
Tax Overlay Management Services.
If selected by your Financial Advisor, we will also provide Tax Overlay Management
services to your account. In providing Tax Overlay Management services, we consider the
tax consequences of transactions in your account and will adjust our OPM Services in the
context of such consequences. We attempt to accomplish tax-aware investment
management through gain-loss matching, harvesting losses and/or gains, deferring gains
until securities reach preferential tax status, and avoiding imprudent wash sale
transactions, and, as necessary and based on information received from your Financial
Advisor, incorporating external events into investment decisions.
In providing Tax Overlay Management services, we consider the tax consequences of a
transaction as just one of multiple factors to be weighed against the benefits of the
transaction. As a result, we may in certain circumstances effect a transaction even though,
for example, the transaction may generate a wash sale transaction or short-term taxable
gains. Our ability to improve your after-tax return depends on various factors beyond our
control including economic and market conditions, regulatory changes, actions taken by
your custodian broker-dealer, the specifics of your account’s Strategy and its constituent
Models, your tax circumstances and mandates as communicated by your Financial Advisor.
Tax Overlay Management may cause the actual performance in your account to vary from
the "stated" performance of the Strategy’s Manager.
Tax Overlay Management services are provided solely in connection with the OPM Services
provided to your account. We do not provide general tax planning advice or services. To
provide Tax Overlay Management services, we rely solely on the information provided by
your Financial Advisor and your custodian broker-dealer. If that information is inaccurate,
incomplete, or not timely, our ability to provide Tax Overlay Management may be adversely
affected. We make no guarantee that taxes in your account will be reduced.
We generally accept tax gain and loss harvesting requests from Financial Advisors for
accounts receiving Tax Overlay Management services, subject to certain limitations, such as
amount, timing, and the potential effect on the likely effect of the potential tax harvesting
transactions on the accounts. The details of gain and loss harvesting are agreed to between
us and your Financial Advisor. You should contact your Financial Advisor for specific
information. If accepted by us, the transactions executed due to a tax gain or loss harvesting
request may affect the future management of your account and may specifically result in us
temporarily deviating from your account’s Strategy.
Tax Overlay Management is available only to U.S. account holders. By default, accounts are
managed without Tax Overlay Management Services unless specifically elected by your
Financial Advisor.
Tax Overlay Management is a proprietary capability and presents a conflict of interest for
Adhesion as Adhesion earns fees when a Financial Advisor determines to enroll client
accounts for Tax Overlay Management services.
Other Information About Our OPM Services.
Supported Custodians
Our OPM Services are only available to Financial Advisors whose client accounts are held
at one of the following supported custodian broker-dealers (“Supported Custodians”):
Schwab Advisor Services (“Schwab”), Fidelity Institutional Wealth Services (“Fidelity),
Pershing Advisor Solutions (“Pershing”), or TradePMR Advisor Services (“TradePMR”),
although we may in the future accept other custodian broker dealers. We have arranged
with these Supported Custodians the capability to electronically place securities brokerage
orders on behalf of your account(s). This electronic trading capability is generally required
for the effective provision of our OPM Services.
Client-Specific Restrictions. Your Financial Advisor may instruct us to restrict from your
account the securities of specific companies or industries or restrict the sale of certain
securities held in your account. In the case of industry restrictions, we rely on third-party
providers for industry classification data and make no guarantee as to the accuracy of such
third-party information. Changes may occur that affect the industry classification of a
security and we will make reasonable efforts to implement those changes in a timely
manner. In general, we may implement restrictions by taking one or both of the following
actions: (A) increasing the relative proportions of other securities to replace the restricted
securities and/or (B) increasing money market or cash positions in your account, all as
determined by us in our sole discretion. Such restrictions imposed on your account would
likely cause your account’s performance to differ from the “stated” performance of the
Strategy’s Models.
We will reimburse a client account for losses resulting from errors by us in our
administration. The gains and losses are reconciled within our error accounts with
Supported Custodians and the net losses are reimbursed.
Direct Indexing
Our Direct Indexing and Investable Index Series was designed to provide your Financial
Advisor with Model options that behave in a manner similar to a broad-market index while,
at the same time, allowing for customization and active overlay management techniques
through individual security ownership.
Your Financial Advisor may utilize these Models to serve several construction objectives
inside your portfolios. Your Financial Advisor may wish to use these Models as a core
module inside of a larger core/satellite portfolio. These Models may also be suitable as a
starting point to express your preferences for lifestyle- or religious-specific customizations
that could otherwise not be expressed through a pooled vehicle such as an ETF or Mutual
Fund. Finally, these Models may be utilized as a tax-aware module within your portfolio
where tax lots may be loss-harvested (see Tax Overlay Management Services) while at the
same time demonstrating index-like tracking characteristics. While the Models themselves
are not managed in a tax-sensitive fashion, the structure can help facilitate more effective
tax management as it permits individual tax lot ownership.
The Investable Index Series or Direct Indexing is a proprietary capability and presents a
conflict of interest for Adhesion as Adhesion earns fees when a Financial Advisor
determines to invest client assets in the strategy.