A. Sage Financial Group, Inc. (the “Registrant”) is a corporation formed on October 28, 1991
in the Commonwealth of Pennsylvania. The Registrant became registered as an Investment
Adviser Firm in 1989. The Registrant is owned by Alan J. Cohn, Stephen L. Cohn, Mitchell
Bednoff, and John Sion.
B. As discussed below, the Registrant offers to its clients (individuals, pension and profit-
sharing plans, business entities and trusts, etc.) investment advisory services, and to the
extent specifically requested by a client, financial planning and related consulting services.
INVESTMENT ADVISORY SERVICES
The client can engage the Registrant to provide discretionary and/or non-discretionary
investment advisory services on a fee basis. Sage’s annual advisory fee shall be based upon
a percentage of the assets placed under Sage’s management, as set forth below in Item 5.
Prior to engaging the Registrant to provide investment advisory services, clients are
generally required to enter into an Investment Advisory Agreement with the Registrant
setting forth the terms and conditions of the engagement (including termination),
describing the scope of the services to be provided and applicable fees. To the extent
requested by a client, the Registrant will recommend the services of other professionals for
certain non-investment implementation purposes (i.e. attorneys, accountants, insurance
agents, etc.). The client is under no obligation to engage the services of any such
recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from the
Registrant. Generally, the Registrant utilizes mutual funds, exchanged traded funds, and
exchange traded notes when developing client portfolios. See Table 1 for discussion of the
risks associated with these investment vehicles.
Please Note: If the client engages any such recommended professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. Please Also Note: It remains the client’s
responsibility to promptly notify the Registrant if there is ever any change in his/her/its
financial situation or investment objectives for the purpose of reviewing/
evaluating/revising the Registrant’s previous recommendations and/or services.
FAMILY OFFICE SERVICES
Through its family office services initiative, the Registrant is able to provide clients with
independent and objective insight into several key areas of their financial lives, without
additional charges or fees. These areas could include: (i) retirement/financial independence
planning, (ii) education funding/planning, (iii) income management planning, (iv) tax
planning as it relates to investments, (v) concentrated stock management/stock option
planning, (vi) life insurance, (vii) disability insurance, (viii) long term care insurance, (ix)
real estate financing, (x) estate planning, (xi) social security analysis, and (xii) survivor
spouse needs. In each of these financial areas, the Registrant will review the solutions its
clients have in place to make sure they are appropriate for their situation and goals, paying
close attention to optimizing their effectiveness and cost efficiency, and when appropriate
partner with the client’s other professional advisors, such as their accounting, legal, and
insurance professionals, keeping their family office services appropriately coordinated and
closely monitored.
The Registrant, as warranted, recommends the services of other professionals for certain
non-investment implementation purposes, i.e., attorneys, accountants, insurance
professionals, etc. The client is under no obligation to work with any such professional and
retains absolute discretion over all implementation decisions and is free to accept or reject
any recommendation from the Registrant. The Registrant does not receive referral fees
when recommending the services of such professionals. Please Note: It remains the client’s
responsibility to promptly notify the Registrant if there is ever any change in his/her/its
situation for the purpose of reviewing/evaluating/revising the Registrant’s previous
recommendations and/or services.
Please Note: Family Office Service Limitations. These services are compiled and
presented without charge. The client is under no obligation to avail themselves of family
office services, and under no obligation to engage the services of any other recommended
professional. In many cases, the Registrant does not have the authority to effect changes
with regard to any recommendations. The Registrant does not provide tax or legal advice.
Clients are urged to consult with their estate attorney, accountant, insurance agent, and/or
other advisers to effect changes to the documents or plans subject to recommendations.
Clients should be prepared to compensate these other professionals for work performed on
their behalf. Clients should bear In mind that analyses and projections offer no guarantee
of the successful achievement of goals.
MISCELLANEOUS
Independent Managers. In certain situations, the Registrant will allocate (and/or
recommend that the client allocate) a portion of a client’s investment assets among
unaffiliated independent investment managers in accordance with the client’s designated
investment objective(s). In such situations, the Independent Manager[s] shall have day-to-
day responsibility for the active discretionary management of the allocated assets. The
Registrant shall continue to render investment advisory services to the client relative to the
ongoing monitoring and review of account performance, asset allocation and client
investment objectives. Factors which the Registrant shall consider in recommending
Independent Manager[s] include the client’s designated investment objective(s),
management style, performance, reputation, financial strength, reporting, pricing, and
research. When the Registrant recommends an Independent Manager, the investment
management fee charged by the Independent Manager is separate from, and in addition to,
the Registrant’s investment advisory fee on the same pool of assets. Fees for Independent
Managers are detailed separately in their Form ADV. Clients should be aware that in many
cases, access to Independent Managers is available directly without the involvement of the
Registrant, which would alleviate the layering of fees.
Cash Positions. At any specific point in time, depending upon perceived or anticipated
market conditions/events (there being no guarantee that such anticipated market
conditions/events will occur), the Registrant maintains cash positions for defensive
purposes or while identifying portfolio acquisition opportunities. As a general rule, cash
positions (money markets, etc.) are not included as part of assets under management for
purposes of calculating the Registrant’s advisory fee. As a general rule, the client’s
designated custodian will effect “sweep” transactions of account cash balances into a
designated cash sweep investment vehicle made available by the custodian. Generally, the
rate a client will earn on cash sweep investments will be lower than the rate on other
available cash alternatives, although cash sweep rates do vary by custodian.
Retirement Rollovers - Potential for Conflict of Interest. For purposes of complying
with the Department of Labor’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-
02”) where applicable, we are providing the following acknowledgment to you. Investors
considering rolling over assets from a qualified employer-sponsored retirement plan
(“Employer Plan”) to an Individual Retirement Account (“IRA”) should review and
consider the advantages and disadvantages of an IRA rollover from their Employer Plan.
A plan participant leaving an employer typically has four options (and can engage in a
combination of these options): (1) leave the money in the former Employer Plan, if
permitted; (2) roll over the assets to a new employer’s plan (if available and rollovers are
permitted); (3) roll over Employer Plan assets to an IRA; or (4) cash out the Employer Plan
assets and pay the required taxes and potential penalties on the distribution. At a minimum,
investors should consider fees and expenses, investment options, services, penalty-free
withdrawals, protection from creditors and legal judgments, required minimum
distributions, and employer stock. We encourage you to discuss your options and review
the above-listed considerations with an accountant, third-party administrator, investment
adviser to your Employer Plan (if available), or legal counsel, to the extent you consider
necessary.
If the Registrant provides a recommendation as to whether you should engage in a rollover,
we are acting as a fiduciary within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. No investor is under any obligation to roll over retirement
plan assets to an account managed by the Registrant. By recommending that you roll over
your Employer Plan assets to an IRA advised by the Registrant, we will earn fees as a
result. In contrast, leaving assets in your Employer Plan or rolling the assets to a plan
sponsored by your new employer likely results in little or no compensation to the
Registrant. We have an economic incentive to encourage investors to roll over Employer
Plan assets into an IRA managed by us. Investors can face increased fees when they move
retirement assets from an Employer Plan to a Rollover IRA account. Even if there are no
costs associated with the IRA rollover itself, there will be costs associated with account
administration, investment management, or both. In addition to the fees charged by the
Registrant, the underlying investments (mutual funds, ETFs, or other investments) can also
include fees. Custodial and trading fees may also apply. Investing in an IRA with the
Registrant will typically be more expensive than an Employer Plan.
To mitigate conflicts that may be associated with IRA rollovers, the Registrant will in good
faith assist the client in understanding the tradeoffs and options related to the rollover
through written analysis and discussion. No client is under any obligation to roll over
retirement plan assets to an account managed by the Registrant. The Registrant’s Chief
Compliance Officer remains available to address any questions that a client or
prospective client has regarding the potential for conflicts of interest presented by
any rollover recommendations.
ERISA / IRC Fiduciary Acknowledgment. If the client is: (i) a retirement plan (“Plan”)
organized under the Employee Retirement Income Security Act of 1974 (“ERISA”); (ii) a
participant or beneficiary of a Plan subject to Title I of ERISA or described in section
4975(e)(1)(A) of the Internal Revenue Code, with authority to
direct the investment of
assets in his or her Plan account or to take a distribution; (iii) the beneficial owner of an
Individual Retirement Account (“IRA”) acting on behalf of the IRA; or (iv) a Retail
Fiduciary with respect to a plan subject to Title I of ERISA or described in section
4975(e)(1)(A) of the Internal Revenue Code: then the Registrant represents that it and its
representatives are fiduciaries under ERISA or the Internal Revenue Code, or both, with
respect to any investment advice provided by the Registrant or its representatives or with
respect to any investment recommendations regarding an ERISA Plan or participant or
beneficiary account.
Structured Products. In certain situations, the Registrant periodically recommends
structured product investments to eligible clients. Structured investment products are
generally underwritten by major investment banks and typically linked to either individual
equity market indexes or baskets of indexes and often offer some of the following features:
full or partial principal-protection, enhanced upside participation, caps on the maximum
returns, knock-out barrier notes and/or absolute return characteristics. Most structured
products will represent unsecured debt of the issuing investment bank and will carry the
credit risk of that company, although occasionally they are principal-protected FDIC-
insured notes. Of course, like all other investments, there can be no guarantee that the
performance of such products will be profitable or achieve any specific performance level
during up and/or down markets. In many cases, when the Registrant recommends a
structured product, the client could buy these products from the issuer directly and/or
through another party unrelated to the Registrant.
Environmental, Social, and Governance. Upon client request, the Registrant will
research and identify mutual funds or exchange traded funds for potential client investment
that would be considered Environmental, Social, and Governance (“ESG”) strategies. The
Registrant defines ESG or Impact Investing as “using one’s capital to invest in the change
you want to see in the world, which can be achieved through direct and indirect influence
on company strategy.” ESG investments are commonly defined as investments with the
intention to generate a measurable, beneficial social or environmental impact alongside a
financial return. There are potential limitations associated with allocating a portion of an
investment portfolio to ESG securities. The number of these securities may be limited when
compared to those that do not maintain such a mandate. ESG securities could underperform
broad market indices. Investors must accept these limitations, including potential for
underperformance. Correspondingly, the number of ESG mutual funds and exchange
traded funds are few when compared to those that do not maintain such a mandate. As with
any type of investment (including any investment and/or investment strategies
recommended and/or undertaken by the Registrant), there can be no assurance that
investment in ESG securities or funds will be profitable or prove successful.
Affiliated Private Investment Funds. Where appropriate, the Registrant provides
investment advice regarding private investment funds, including those affiliated with the
Registrant’s Principals. Where appropriate, the Registrant, on a non-discretionary basis,
recommends that qualified clients consider allocating a portion of their investment assets
to the affiliated private funds. The terms and conditions for participation in the affiliated
private funds, including management and incentive fees, conflicts of interest, and risk
factors, are set forth in the funds’ offering documents. The Registrant’s clients are under
absolutely no obligation to consider or make an investment in any private investment
fund(s).
Specifically, the Registrant’s Principals are affiliated with the following private investment
funds and/or business ventures (collectively the “affiliated private funds”):
Sage Qualified Opportunity Fund I, L.P. – a private real estate investment fund formed to
invest in eligible property that is located in an Opportunity Zone, utilizing participating
investor gains from a prior investment for funding purposes. The General Partner is Sage
Goldstein Investors LLC, owned and operated by a third-party asset manager and the
Registrant’s Principals, Alan J. Cohn, Stephen L. Cohn, Mitchell Bednoff, and John Sion.
The Registrant serves as investment adviser to this fund.
Sage Real Estate Fund VII, L.P. – a private real estate investment fund formed for purposes
of investing in unaffiliated private real estate investments, the General Partner for which,
Sage Real Estate Group, II, LLC is owned and operated by the Registrant’s Principals,
Alan J. Cohn, Stephen L. Cohn, Mitchell Bednoff, and John Sion. The Registrant serves as
investment adviser to this fund.
Sage Real Estate Fund VI, L.P. – a private real estate investment fund of funds formed for
purposes of investing in unaffiliated private real estate investments, the General Partner for
which, Sage Real Estate Group, II, LLC is owned and operated by the Registrant’s
Principals, Alan J. Cohn, Stephen L. Cohn, Mitchell Bednoff, and John Sion. The
Registrant serves as investment adviser to this fund. The sponsor of this fund is a client of
the Registrant, which presents a conflict of interest. To mitigate any actual or perceived
conflict of interest because of this fact, the Registrant conducts periodic client account
reviews to ensure that no client is advantaged over another.
Sage Real Estate Fund V, L.P. – a private real estate investment fund formed for purposes
of investing in unaffiliated private real estate investments, the General Partner for which,
Sage Goldstein Investors, LLC is owned and operated by a third-party asset manager and
the Registrant’s Principals, Alan J. Cohn, Stephen L. Cohn, Mitchell Bednoff, and John
Sion. The Registrant serves as investment adviser to this fund.
Sage Real Estate Fund IV, L.P. – a private real estate investment fund formed for purposes
of investing in unaffiliated private real estate investments, the General Partner for which,
Sage Real Estate Group, II, LLC is owned and operated by the Registrant’s Principals,
Alan J. Cohn, Stephen L. Cohn, Mitchell Bednoff, and John Sion. The Registrant serves as
investment adviser to this fund.
Please Note: Private investment funds generally involve various risk
factors, including, but not limited to, potential for complete loss of
principal, liquidity constraints and lack of transparency, a complete
discussion of which is set forth in each fund’s offering documents, which
will be provided to each qualified client for review and consideration.
Unlike other liquid investments, private investment funds do not provide
daily liquidity or pricing. Each prospective client investor will be required
to complete a Subscription Agreement, pursuant to which the client shall
establish that he/she is qualified for investment in the fund and
acknowledges and accepts the various risk factors that are associated with
such an investment.
Please Also Note: Conflict Of Interest. Because the Registrant’s
Principals and/or their affiliates can earn compensation from the affiliated
private funds that exceeds the fee that the Registrant would earn under its
standard “assets under management” fee schedule referenced in Item 5.A
below, the recommendation that a client become an investor in the
affiliated private funds presents a conflict of interest. To mitigate this
conflict of interest, the Registrant carefully qualifies eligible clients, and
recommends private fund allocations as a means to diversify client
portfolios more broadly. No client is under any obligation to become an
investor in the affiliated private funds. The Registrant’s Chief
Compliance Officer, John J. Sion, remains available to address any
questions regarding this conflict of interest.
Please Also Note: Valuation. In the event that the Registrant references
private investment funds owned by the client on any supplemental account
reports prepared by the Registrant, the value(s) for all such private
investment funds shall reflect either the initial purchase and/or the most
recent valuation provided by the fund sponsor. If the valuation reflects the
initial purchase price (and/or a value as of a previous date), the current
value(s) (to the extent ascertainable) could be significantly more or less
than the original purchase price. Annual fund audit statements generally
contain information related to valuation.
Client Obligations. In performing its services, the Registrant shall not be required to verify
any information received from the client or from the client’s other professionals and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains
his/her/its responsibility to promptly notify the Registrant if there is ever any change in
his/her/its financial situation or investment objectives for the purpose of
reviewing/evaluating/revising the Registrant’s previous recommendations and/or services.
Disclosure Statement. A copy of the Registrant’s written Brochure as set forth herein (Part
2A of Form ADV) shall be provided to each client prior to, or contemporaneously with,
the execution of the Investment Advisory Agreement.
C. With the exception of private fund offerings, the Registrant shall provide investment
advisory services specific to the needs of each client. Prior to providing investment
advisory services, an investment adviser representative will ascertain each client’s
investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that
the client allocate investment assets consistent with the designated investment objective(s).
The client is permitted, at any time, to impose reasonable restrictions, in writing, on the
Registrant’s services.
D. The Registrant is not a manager in or sponsor of a wrap fee program. Please Note
(Wrap/Separate Managed Account Programs): In the event that the Registrant provides
Investment Advisory Services in conjunction with an unaffiliated wrap-fee program, the
Registrant will generally be unable to negotiate commissions and/or transaction costs.
Under a wrap program, the wrap program sponsor arranges for the investor participant to
receive investment advisory services, the execution of securities brokerage transactions,
custody, and reporting services for a single specified fee. Participation in a wrap program
may cost the participant more or less than purchasing such services separately. The
Registrant’s Chief Compliance Officer, John J. Sion, remains available to address
any questions that a client or prospective client has about these arrangements and
any corresponding actual or perceived conflict of interest such arrangements create.
E. As of December 31, 2023, the Registrant has $3,213,483,087 in assets under management,
of which $2,932,559,461 is managed on a discretionary basis and $280,923,626 is managed
on a non-discretionary basis.