Description of Advisory Firm
American Portfolio Advisors, Inc. (“APA” or the “Firm”) is an investment adviser registered with the U.S. Securities and Exchange Commission
(“SEC”). APA was formed in 2001. The Firm offers personalized investment advisory services to individuals, pension and profit-sharing plans,
trusts, estates, charitable organizations, corporations, and other business entities. APA offers these services to clients through investment
advisory representatives (“Advisors/IARs”). APA is a wholly owned subsidiary of American Portfolios Holdings, Inc. (“APH”). In addition to APA,
APH also owns American Portfolios Financial Services. Inc (APFS) a registered broker-dealer. On November 1, 2022, APH was acquired by
Osaic Holdings, Inc. (“OHI”). APH is a wholly owned subsidiary of AGHI, 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.
APFS is a registered broker-dealer that is wholly owned by APH and an affiliate of APA. APA will recommend that advisory clients establish
accounts through APFS for trade execution and account service. This creates a conflict of interest because APA and APFS are affiliated firms
and APFS is compensated for those transactions and shares in other custodial fees.
When clients use APFS as introducing broker and one of the clearing broker and custodians APA approves, this allows us and our affiliates to
receive considerable benefits (including free or discounted goods or services), and avoid significant costs (collectively, “Compensation”). The
Form ADV Part 2A 3
Compensation creates an incentive for APA to approve, and your IAR to recommend, the selection and retention of these firms over other
firms that do not or would not provide the same Compensation.
As of December 31, 2023, APA has regulatory assets under management of:
• $9,486,563,866 is assets managed on a discretionary basis.
• $3,597,072,335 in assets managed on a non-discretionary basis.
Types of Advisory Services
APA financial advisors work with clients to assess their investment objectives based on the information initially provided, and periodically updated
thereafter. Once this assessment is complete, one or more advisory services may be recommended. Clients have the ability to choose which
advisory services to utilize and place restrictions on the types and classes of securities that may be purchased for their account(s).
All APA IARs are all independent advisors and offer unique advisory fee structure and services to their clients based on the agreements they
agreements that have entered with APA. APA will allow its Investment Advisor Representatives (IAR) to co-brand using their own “doing business
as” entity names on all APA documents, including client agreements and all APA Programs, after review and approval by APA compliance.
1) ADVISOR’S CHOICE: The Advisor’s Choice program is a discretionary program where the client will authorize the IAR to utilize
discretion for transactions involving mutual funds, stocks, bonds, ETFs, individual bonds, call and put options (covered and long), and
alternative investments that may or may not be registered. Clients may restrict or prohibit purchases of certain securities or certain types
of securities for their accounts by providing these restrictions in writing to their IAR. In some Advisor’s Choice program accounts (such as
ERISA accounts) the IAR will not be granted discretionary authority (non-discretionary) and the client will be required to authorize all
purchase and sale transactions in the account. Where deemed appropriate, suitable, and based on the client’s objectives, assets, risk
tolerance and investment experience, as well as to obtain greater asset and style diversification, APA may recommend to clients
participating in the Advisor’s Choice program that a portion of the client’s portfolio be invested in one or more alternative investments that
meet the permittable qualifications defined in the “General” Section of Item 5. Alternative investment choices used are registered or non-
registered Regulation D offerings if the product has been approved by APA’s broker/dealer affiliate, APFS. The Advisor’s Choice program
offers clients several distinct fee options which are described in Item 5: Fees and Compensation section of this brochure.
2) TURN-KEY ASSET MANAGEMENT PROGRAMS: Under the Turn-Key Asset Management programs (TAMP), the IAR helps
clients complete a TAMP agreement, develop a basic plan to allocate their assets, and select one or more outside investment managers.
TAMP provide complete investment advisory services. APA’s supervisory function is limited to determining and monitoring suitability of
the client, as described in the client agreement. The terms of the client’s relationship with the TAMP will vary depending on which
program is chosen. In some cases, APA acts as a solicitor for the TAMP and is paid a solicitor fee out of the fee the TAMP charges the
client. In other cases, clients in this program will grant the TAMP and their affiliated outside investment managers authority to purchase
and sell assets (discretion) on their behalf as set forth in their account agreement with that TAMP. A description of the limitations on the
authority of the TAMP and the manager may be found in the TAMP Brochure.
Additionally, since each TAMP is uniquely structured with different investment products, please ensure that you carefully review all
documents provided to you on behalf of the TAMP. These include but are not limited to: The TAMPs Form ADV Part 2A or Disclosure
Brochure for specific program descriptions; the TAMP’s Client Agreement as well as any other agreement entered into regarding a TAMP
program, specific contractual terms (including fees, billing methods, administrative and other fees, etc.); and any additional disclosure or
offering documents provided by the TAMP in connection with investment products.
3) ADVISOR’S SOLUTIONS: Advisor’s Solution is a program where APA offers clients the ability to utilize the investment advisory
service or Model Portfolio of an Institutional Money Managers (aka third Party Manager). Please note that third-party managers may be
unaffiliated, or affiliated. Affiliated managers pose a conflict of interest that is further addressed in Item 10 of this Brochure. The IAR will
assist the client in selecting the third Party Manager or Model Portfolio based on their investment objectives and risk tolerance. The IAR
will also be responsible for reviewing and monitoring the account to ensure the model or manager selected remains in line with the clients’
objectives. APA is the sponsor of the program and provides access to custody, management of the program platform system, and
clearing and execution for trades in the account(s). The third Party Manager will create the
portfolio or model and be responsible for
managing and rebalancing the portfolio or model. The Manager is responsible for setting account minimums. APA works with each
manager to determine the most cost-effective way to offer third-party management. Factors such as trading volume, custody and account
minimum help determine how services are offered. The Advisor’s Solution program offers clients three distinct fee options which are
described in Item 5: Fees and Compensation section of this brochure.
4) MANAGER’S CHOICE: APA is the sponsor for the Managed Account Command program, also known as Manager’s Choice Program,
offered through Pershing Investments with Lockwood Advisors, an affiliate of Pershing, the portfolio manager. Lockwood contracts with
individual managers as a result of their proprietary research and makes them available to APA through the Manager’s Choice Program
sponsored by APA. APA receives compensation from the client by establishing an agreement with the client and a chosen third-party
manager who has discretion to manage the client’s account. APA negotiates the management fee with the third-party manager prior to
approving that manager on the Manager’s Choice Program. The client pays a fee based upon the asset value of the account billed
quarterly in advance.
Form ADV Part 2A 4
5) UNIFIED SOLUTIONS: Unified Solutions is an offering that allows for the consolidation of a wide range of investment products,
including Model portfolios maintained by Institutional Managers, mutual funds, ETFs and individual securities to be held in a single
investment account. The account can include multiple third-party model managed sleeves, along with an advisor-directed sleeve. This
program is also known in the industry as a Unified Managed Account (UMA). This program is custodied at Pershing, LLC with the account
prefix of AP7 and most transaction charges are included in the fee.
6) FINANCIAL PLANNING, CONSULTATION AND ADVISORY SEMINARS
a) Financial Planning: APA offers financial planning services with the assistance of financial planning software. These financial
plans may range from simple to complex depending upon the needs of the client. Financial planning advice will typically involve
providing a variety of services, principally advisory in nature, to individuals, businesses or families regarding the management of their
financial resources based upon an analysis of their individual needs.
All financial plans, unless indicated otherwise, are “one-time plans” and are not updated or reviewed on an ongoing basis unless an
additional fee is paid to the Advisor by the client. The client’s financial planning service will terminate upon receipt of the plan. Any
implementation that may occur as a result of the plan will be considered separate from the plan.
b) Consultations: Advisors may contract with clients for advice on various topics, such as the Employer/Employee Benefit Advice
Program pursuant to a Service Agreement that will define the relationship. Advisors may also consult with employers concerning
compensation programs. Such consultations will include advice on the relative advantages, disadvantages and feasibility of various
funding vehicles such as variable insurance products, traditional insurance products and mutual fund products among other
investment options and programs. Fees can be assessed by using a Flat fee or an hourly charge. The type of fee will be determined
by the client and advisor and a separate Service Agreement will be agreed to and signed by the client.
c) Advisory Seminars: Through APA’s Advisors, seminars can be conducted for various audiences. These seminars are generic
in nature and can cover several topics, including, but not limited to:
i) Basics of Investing
ii) Financial Planning Concepts
iii) Asset Allocation
iv) Estate Planning Concepts
v) Benefits Planning
vi) Retirement Planning
7) PLAN SERVICES: Retirement plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) may retain an
investment advisor representative of the Firm to provide advisory and consulting services to the plan. In providing these services, APA
Advisors will provide fiduciary services and/or non-fiduciary services, as defined under by ERISA, and will adhere to the provisions
outlined by ERISA to provide the highest standard of care to qualified retirement plans. Non-ERISA plans may also retain our advisors for
services.
ADVISORY ANNUITIES: No-load variable annuities can be purchased by Advisors for clients, or the client and Advisor may employ the services
of a Third-Party Manager for the no-load variable annuity product by having a client sign a Variable Annuity Management Contract; a fee can be
charged by the Advisor and/or the Third-Party Manager to manage the sub-accounts.
TYPES OF SECURITIES: Your Advisor will purchase securities on your behalf based on your goals and objectives. In order to meet your
needs, we provide a wide range of investment choices for you to consider. Some of the securities we may offer to you include, but are not limited
to:
i) General securities (stocks and bonds)
ii) Call and put options
iii) Fixed income securities
iv) Mutual funds
v) Structured products
vi) Exchange traded funds
vii) Unit investment trusts
GENERAL RULES FOR TYPES OF SECURITIES IN ACCOUNTS: APA restricts the use of leveraged products in advisor-directed accounts to 1.25 max
levered products. APA prohibits penny stocks in advisory accounts unless APA’s Compliance department grants an exception. Generally, only
mutual funds that are on the AGHI approved list will be permitted to be purchased. Unapproved mutual fund share classes may be converted at
our discretion into approved share class.
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 investment are available
on the CAIS platform. CAIS pays a fee to attend our Firm’s conferences for our Advisory Representatives. Please note that with privately held
Form ADV Part 2A 5
alternatives valuations can lag a month or more and are received from the issuer’s 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.