The Architect/Structure Program (“Program”) is sponsored by Securities America Advisors, Inc. (“SAA”, the
“Firm,” “us” or “we” or “our”), an SEC-Registered Investment Adviser. Securities America Advisors, Inc.
(“SAA”) is registered as an investment advisor with the Securities and Exchange Commission (“SEC”), SEC
File No. 801-45628, in order to offer investment advisory products and services to its advisory clients.
Securities America, Inc. (“SAI”), SAA’s broker-dealer affiliate, is registered with the SEC as a broker-dealer
engaged in the offer and sale of securities products and is a member of the Financial Industry Regulatory
Authority (“FINRA”). Advisory products and services are offered through certain Financial Advisors (“FAs”)
who have registered as Investment Advisor Representatives (“Advisory Representative”). Registration
does not imply a certain level of skill or training. SAA and SAI are wholly owned subsidiaries of Securities
America Financial Corporation (“SAFC”). SAFC is a wholly-owned subsidiary of Osaic Holdings,
Inc.(“Osaic”), 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.
SAA will henceforth be referred to as “we,” “us,” “our” or “the Firm. The Program is presented to the client
(“you”) by Advisory Representatives of SAA.
You will enter into an investment advisory client agreement (“Client Agreement”) with us and establish a
brokerage account (“Program Account”) on a fully disclosed basis with SAI. SAI is a Related Person to us
and there are conflicts of interest that are further described herein and/or within the Form ADV 2A. Related
Persons are defined as entities that we control or control us or are under common control with us.
Advisory Services
The Architect/Structure Program is not being offered to new customers and is only available to the existing
owners of the Transferred Investacorp Accounts.
The Architect/Structure Program (“Program”) is sponsored by SAA. In July 2020, SAA entered into an
agreement with Investacorp Advisory Services, Inc. (“IAS”), a registered investment adviser, and
Investacorp, Inc. (“Investacorp”), IAS’s affiliated broker/dealer, to acquire certain advisory business and
Advisory Representatives (the “Transferred Investacorp Accounts”). As a result of this agreement, SAA and
SAI replaced IAS and Investacorp, as the associated registered investment adviser and broker/dealer,
respectively, on the Transferred Investacorp Accounts in the Program.
Accounts in the Architect/Structure Program are managed on a discretionary basis. As a result, you grant
SAA complete and unlimited trading discretion to manage your account. Pursuant to this grant of discretion,
you authorize SAA to invest and reinvest the assets in each account at such time and in such manner as
SAA, in its discretion, determines and to act on your behalf in all other matters necessary or incidental to
the trading in each account, without discussing individual transactions or actions with you in advance.
If you have assets in one of the Transferred Investacorp Accounts, the Architect and Structure Platform
programs provide you with investment advisory and brokerage execution services for a 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 assesses and assists your Advisory Representative in determining your risk tolerance. Based
upon your risk tolerance, the Architect/Structure Program utilizes a system that assists your Advisory
Representative in selecting investment products, program account types and/or asset allocation that
align(s) with your risk tolerance.
Our Advisory Representatives’ services are tailored to the individual needs of their clients. Our Advisory
Representatives assist with establishing and monitoring your investment objectives, risk tolerance, asset
allocation goals and time horizon. You have the opportunity to place reasonable restrictions or constraints
Architect/Structure Program Part 2A – 2024.1 5 Current as of March 28, 2024
on the way your accounts are managed; however, such restrictions may cause your Advisory
Representative to deviate from a strategy or recommendations that your Advisory Representative would
have made if such restrictions or constraints were not in place. Thus, your account’s performance may be
lower than it otherwise would have been.
The services that SAA provides under some or all of these wrap fee programs may be available from other
providers for lesser fees. In addition, clients may buy securities (e.g., mutual funds, exchange-traded funds,
etc.) outside of these programs without incurring the Wrap Fee.
The types of securities and other investments that our Advisory Representatives recommend to you under
each program are as follows:
Architect Program
Our Advisory Representatives may recommend to you investments from a diverse group of
securities, including exchange listed and NASDAQ traded stocks, bonds and warrants, as well as
exchange traded real estate investment trusts, secondary market closed-end investment company
securities, secondary market unit investment trusts, mutual funds, select variable annuity products,
cash equivalents and other securities that SAA allows to be transacted and held in your account.
This program is custodied at National Financial Services, Inc. (“NFS”) and administered through
the Envestnet, Inc. platform.
Structure Program
Our Advisory Representatives may recommend to you investments from a diverse group of
securities, including exchange listed and NASDAQ traded stocks, bonds and warrants, as well as
exchange traded real estate investment trusts, select fee-based non-traded alternative investment
products, secondary market closed-end investment company securities, secondary market unit
investment trusts, NTF mutual funds, load-waived mutual funds purchased at Net Asset Value
(“NAV”), no-load mutual funds, select variable annuity products, cash equivalents and other
securities. This program is custodied at National Financial Services, Inc. (“NFS”) and administered
through the Envestnet, Inc. platform.
SAI as broker/dealer executes trades for accounts in the above programs and NFS acts as custodian.
Program Costs
Each account will be charged an asset-based fee (“program fee”). The program fee will be calculated based
on the value of the assets in the account and charged in advance on a quarterly basis, as set forth in your
Program agreement. The maximum annual program fee rates are:
Program Name
Maximum Annual
Program Fee
Architect 2.34%
Structure 2.20%
Architect Program
SAA charges an asset-based advisory fee at the beginning of each quarter up to a maximum of
2.0% per annum based on the value of the assets for each account. The rates are subject to
negotiation between you and SAA. SAA pays all or substantially all of the advisory fee to your
Advisory Representative. SAA also receives a platform fee equal to a maximum annual fee up to
0.34% based on the value of the assets in each account, which is non-negotiable and charged to
the client. This platform fee includes administrative services provided by Envestnet, Inc. The
platform fee rate is blended, i.e., as the value of the assets reaches various thresholds, the assets
above each threshold are charged a successively lower advisory fee rate. The account is not
Architect/Structure Program Part 2A – 2024.1 6 Current as of March 28, 2024
charged transaction charges. The actual fee rates paid by the client are set forth in the client’s
agreement with SAA.
Architect Account Breakpoints
Account Size Platform Fee
First $250,000 0.34%
Next $250,000 0.24%
Next $500,000 0.15%
Next $4,000,000 0.10%
Over $5,000,000 0.06%
Architect accounts are subject to a minimum annual maintenance fee of $170, which is charged
quarterly at $42.50. Additionally, accounts are subject to an annual account service fee of $50. The
minimum maintenance fee and annual account service fee cover certain administrative services
provided by IAS and its affiliates. These fees are in addition to the advisory and platform fees.
Advisory Representatives can negotiate a discounted platform fee which is often based on assets
under management within the Program. This creates a conflict of interest for your Advisory
Representative to put more assets into the Program.
Structure Program
SAA charges an asset-based advisory fee at the beginning of each quarter up to a maximum of
2.00% per annum based on the value of the assets for each account. The rates are subject to
negotiation between you and SAA. SAA pays all or substantially all of the advisory fee to your
Advisory Representative. SAA also receives a platform fee up to a maximum annual fee of up to
0.20% based on the value of the assets in each account. The platform fee is charged to you. The
platform fee rate is blended, i.e., as the value of the assets reaches various thresholds, the assets
above each threshold are charged a successively the lower advisory fee rate. The account is also
be charged transaction charges. This charge will not apply to transactions in mutual funds that have
been designated by the Custodian as “NTF” or no-transaction charge funds. The actual fee rates
paid by clients are set forth in each client’s agreement with SAA. Please also refer to the
Client
Fee Disclosure - NFS Clearing located
at www.securitiesamerica.com/disclosures to find additional
details regarding custodial fees.
Structure Account Breakpoints
Account Size Platform Fee
First $250,000 0.20%
Next $250,000 0.18%
Next $500,000 0.15%
Next $4,000,000 0.10%
Over $5,000,000 Negotiable
Structure accounts are subject to a minimum annual maintenance fee of $100, charged quarterly
at $25. The maintenance fee covers certain administrative services provided by SAA and its
affiliates. These fees are in addition to the advisory and platform fees. If fees are suspended for
any reason, SAA reserves the right to charge your Advisory Representative for uncollected platform
fees. Advisory Representatives can negotiate a discounted platform fee, which is often based on
assets under management within the Program. This creates a conflict of interest for your Advisory
Representative to put more assets into the Program.
Architect/Structure Program Part 2A – 2024.1 7 Current as of March 28, 2024
Imposing the minimum fee can cause the effective program fee rate (expressed as a percentage)
to be greater than the fee rates specified in your Program agreement. You can terminate the
Program agreement and a pro rata portion of any program fee paid in advance will be remitted to
you based on the number of days left in the quarter following receiving notice of termination by
SAA.
The program fee covers the portfolio management services provided by your Advisory
Representative, program administrative services provided by SAA and Envestnet, execution of
transactions through SAI and custodial services (unless otherwise agreed between the custodian
and the client).
Each program can cost a client more or less than purchasing such service separately, depending
on the frequency of trading in the accounts, commissions charged at other broker/dealers for similar
products, fees charged for like services by other advisers and broker/ dealers and other factors.
The program fee does not cover charges imposed by third parties for investments held in the
account, such as contingent deferred sales charges or 12(b)-1 trails on mutual funds. All 12(b)-1
fees incurred by the client are fully rebated to applicable account. Other costs assessed by
broker/dealers or the custodian that are not included in the program fee include fees for
transactions executed away from SAI, dealer mark-ups and spreads paid to market-makers. Also,
the program fee does not cover fees and charges in connection with debit balances, margin
interest, annuities, odd-lot differentials, IRA fees, transfer taxes, exchange fees, wire transfers,
extensions, non-sufficient funds, mailgrams, legal transfers, bank wires, postage, surcharges, SEC
fees or other fees or taxes required by law and costs associated with exchanging foreign
currencies.
Subject to approval, Advisory Representatives may trade on margin for clients’ accounts, which
could result in a high portfolio turnover ratio and higher transaction charges in accounts with such
charges. Additionally, the use of margin may also result in interest charges, as well as all other fees
and expenses associated with the security or account involved.
General Information Concerning Fees and Other Client Charges
Confirmation & Prospectus Paper Fees
In addition to the fees discussed above, Confirmation and Prospectus Paper Fees also apply to your
Program account.
The Confirmation Fee can be avoided by signing up for electronic delivery. Your Advisory Representative
can also choose to pay this fee on your behalf. Refer to the trade confirmation to determine if this fee
applies to you.
The Prospectus Fee can be avoided by signing up for electronic delivery. The Prospectus Fee is paid by
your Advisory Representative.
In cases where your Advisory Representative pays the above fees, there is an incentive for your Advisory
Representative to trade less often or to recommend different products to avoid the fee. Our policy and
procedures are designed to ensure our Related Persons make recommendations to you that are in your
best interest. Furthermore, to mitigate this conflict, you can sign up for electronic delivery.
Please also refer to the
Client Fee Disclosure - NFS Clearing located at
www.securitiesamerica.com/disclosures to find additional details regarding custodial fees.
Architect/Structure Program Part 2A – 2024.1 8 Current as of March 28, 2024
Mutual Funds
Please be aware that Account Fees are charged on all mutual fund shares that are designated as Program
Investments, including shares on which you have previously paid a sales charge. Also, to the extent that
cash used for investments in an account comes from redemptions of your other non-managed mutual
fund
investments, you should consider the cost, if any, of the sales charge(s) previously paid and redemption
fees that would be incurred. Such redemption fees would be in addition to the Account Fee on those assets.
Please be aware that such redemptions and exchanges between mutual funds that participate in the
Program might have tax consequences, which should be discussed with your independent tax adviser.
You will bear a proportionate share of the fees and expenses of any mutual funds selected and for money
market funds used as “sweep vehicles” for uninvested cash balances. These fees and expenses typically
include investment advisory, administrative, distribution, transfer agent, custodial, legal, audit and other
customary fees and expenses related to investment in Funds and are in addition to the Account Fee. Please
read the prospectuses of the funds selected for a more complete explanation of these fees and expenses.
You have the option to purchase shares of mutual funds outside of the Program directly from the mutual
fund issuer, its principal underwriter or a distributor without purchasing the services of the Program or
paying the Account Fee on such shares (but subject to any applicable sales charges). Certain mutual funds
are offered to the public without a sales charge. In the case of mutual funds offered with a sales charge,
the prevailing sales charge is determined by the mutual fund (as described in the mutual fund prospectus)
and may be more or less than the applicable account fee.
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), certain 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 have a lower expense ratio than other share classes. Clients should not assume
that they will be invested in the share class with the lowest possible expense ratio.
With regard to any assets invested in mutual funds that are advised by SAA or an affiliate of SAA, the
assets will be excluded from the calculation of the administrative fee.
Retirement Accounts
There are additional fees relating to IRA and Qualified Retirement Plan accounts such as maintenance and
termination fees. You will find these fees disclosed in the account application paperwork provided to you
associated with these accounts.
Accordingly, you should review the Account Fee and the other fees outlined above to fully understand the
total amount of fees you pay.
Depending upon the level of the Account Fee, your Advisor may receive more compensation:
1) as a result of your participation in the Program than if you participate in other programs that your
Advisor offers.
2) if your Advisor charges you the Wrap Account Fee which wraps management, administrative and
transaction costs into one fee rather than having you pay for these services separately.
As such, your Advisor could have a financial incentive to recommend the Program to you over other
programs or services.
Advisory Representatives have the ability to purchase certain securities products outside of an advisory
account, but which are held in the client’s advisory account. Though these assets are not subject to the
Architect/Structure Program Part 2A – 2024.1 9 Current as of March 28, 2024
advisory account fee, you should be aware that the purchases are subject to commissions or loads which
are earned by the Advisory Representative.
Illiquid and Alternative Investments
There is a $35.00 annual fee charged for registered daily NAV REITs and alternative investments.
Surcharge Fees Imposed on Your Account
A surcharge of up to $10 is assessed to you for transactions in certain mutual funds. The surcharge applies
to each purchase and sale transaction for such mutual funds but excludes exchanges and periodic
investments. Upon request, your Advisory Representative will provide you with a list of mutual funds subject
to the surcharge fee. This list is subject to change from time to time. For additional information regarding
these fees please refer to the
Client Fee Disclosure - NFS Clearing located at
www.securitiesamerica.com/disclosures.
Sweep Program
When your Program Account is maintained at one of our clearing firms, 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, SAI maintains two FDIC-insured deposit programs, the Bank Deposit Sweep Program
(“BDSP”) and the Insured Cash Account Program (“ICAP”), that create financial benefits for SAI as
described below. For certain Program Account types, free credit balances are swept to a money market
mutual fund product (the “Money Market Mutual Fund Program”), which does not create financial benefits
for SAI. Please see the Sweep Program Terms and Conditions document, available from your Advisory
Representative or from the website listed below, for full details about the Sweep Program.
As set forth in the terms of your Customer Agreement with SAI, 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
SAI 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.
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
Architect/Structure Program Part 2A – 2024.1 10 Current as of March 28, 2024
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
SAI 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’s 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 SAI, 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 - 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.
SAI 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
www.securitiesamerica.com/disclosures-sweep-program-resources.
Architect/Structure Program Part 2A – 2024.1 11 Current as of March 28, 2024
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 SAI, 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. SAI 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 SAI.
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 by its Advisory
Representatives are in your best interest. For more information about this service and benefits that we
receive in connection with such deposits, please refer to the Sweep Program terms and conditions
document, which you can request from your Advisory Representative.
Given the conflicts discussed above, each client should consider the importance of BDSP and ICAP to us
when evaluating our total fees and compensation and deciding whether to utilize the BDSP and/or ICAP.