Private Advisor Group, LLC ("Registrant") is a limited liability company formed on September 2, 2010 in the State of New Jersey. The Registrant became registered as an investment adviser firm with the U.S. Securities and Exchange Commission ("SEC") in January 2011. The Registrant is principally owned by PAG Holdings, LLC which is owned by PAG Partnership Holdco, LLC. PAG Partnership Holdco, LLC is principally owned by PAG Legacy Partners, LLC, and by Merchant Wealth Partners. PAG Legacy Partners, LLC is principally owned by Patrick J. Sullivan, John Hyland, RJ Moore, James Perhacs, James D. Sullivan and Frank Smith. PAG Holdings, LLC is the Registrant’s Managing Member. A. INVESTMENT ADVISORY SERVICES The Registrant and its investment adviser representatives ("IARs") offer a variety of discretionary and/or non-discretionary investment advisory services on a wrap or non-wrap fee basis. This Brochure describes the advisory programs and advisory services offered by the Registrant on a non-wrap fee basis. 1. IAR ADVISORY SERVICES When providing investment services, Registrant acts as a fiduciary and has a duty to advise the Client as a prudent person would in accordance with the Client’s investment objectives and risk tolerance, and to pursue the Client’s best interests. As discussed below, the Registrant offers to its clients (individuals, business entities, trusts, estates and charitable organizations, etc.):
• Investment advisory services, which can be provided on a discretionary or nondiscretionary basis. Discretionary advisory services are available on a wrap and non-wrap-free basis;
• Retirement plan consulting; and
• Financial planning and related consulting services. The Registrant works to provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an IAR discusses the client's particular investment objectives and risk tolerances. The IAR (under the Registrant's supervision) will assess the information provided by the client to determine which advisory programs or advisory services offered through the Registrant, if any, are appropriate to recommend. The Registrant's advisory programs and services differ in that the Registrant and its IARs participate in varying capacities, whether as portfolio manager, adviser, co-adviser, or solicitor, depending on the program and the needs of or direction provided by its clients. Any custodian or additional adviser involved in providing advice does so in varying capacities as well, including sub-adviser, co-adviser, strategist or other advisory role. In addition, not all programs or services available through the Registrant are available through all of the Registrant's IARs. Clients should discuss with their IAR what type of relationship and advice they seek from the Registrant, the programs and services available through their IAR, what programs are appropriate for their investment objectives and risk tolerances and, if anyone other than the Registrant is providing investment advice, in what capacity. Clients can at any time impose certain restrictions in writing on the Registrant’s services. Each client is advised that it remains his or her responsibility to promptly notify the Registrant if there is ever any change in his or her financial situation or investment objectives, so the Registrant and its IARs can review and revise Registrant’s previous recommendations and services. The Registrant and its IARs will maintain channels of communication with clients to be available to discuss clients’ investments, investment objectives and risk tolerances. To the extent the Registrant utilizes a third-party manager, the Registrant shall provide the third-party manager with each client’s particular investment objective and risk tolerance. Any changes in the client’s financial situation or investment objectives reported by the client to the Registrant shall be communicated to the third-party manager within a reasonable period of time. If the Registrant becomes aware that any activity described in this Brochure is no longer permitted under any relevant law, the Registrant will cease engaging in such activity. 2. WRAP FEE ADVISORY PROGRAMS The Registrant is a wrap fee program sponsor, and participates in wrap fee programs sponsored by other firms. In a wrap fee account, a client is charged a single bundled fee as a percentage of the assets managed in the wrap fee program that can include advisory fees, transaction fees, and other expenses related to the wrap fee program. The Registrant offers advisory programs and advisory services on a wrap fee basis through: (1) WealthSuite by Private Advisor Group (“WealthSuite”); (2) the Private Advisor Group Wrap Program (the “Program”) or (3) through a variety of managed portfolios or other advisory programs available through the Registrant’s custodians (“Custodian Programs”, also referred to as “Third Party Advisory Programs”). The Registrant also provides access to TAMPs (turnkey or third-party asset management programs) to its clients on wrap fee basis. The Registrant's wrap fee programs are described in detail in the Registrant's WS Brochure and General Wrap Brochure (see below for a description of each). Each client will be provided with a copy of the appropriate brochure before or at the time of the client entering into any such advisory program, which provide detailed information, disclosures, and potential conflicts of interest related to each wrap fee program offered through the Registrant.
• WealthSuite Wrap Fee Brochure ("WS Brochure") - WealthSuite is a wrap fee program sponsored by the Registrant, in which the Registrant offers managed portfolios on a discretionary basis. The WealthSuite program is further described in the WS Brochure, a copy of which you may obtain at https://www.privateadvisorgroup.com/pag-disclosure-documents/ or by contacting your IAR.
• PAG Wrap Fee Brochure ("General Wrap Brochure") - Through the Program, the Registrant's IARs advise clients on their account assets on a wrap fee basis. In addition to the Program, the Registrant offers the Custodian Programs and TAMPs on a wrap fee basis. Each of these wrap fee programs are further described in the General Wrap Brochure, a copy of which you may obtain at https://www.privateadvisorgroup.com/pag-disclosure-documents/ or by contacting your IAR. The Registrant also offers clients access to wrap fee programs by other firms for which the Registrant is neither a sponsor nor compensated by the sponsor.
• Managed Account Solutions by SEI ("MAS") - Through our relationship with SEI Investment Management Corp. ("SIMC"), the Registrant offers MAS, a wrap fee program sponsored by SIMC. The Registrant's advisory fee is separate from the wrap fee charged by SIMC for MAS. Under MAS, the client enters into a tri-party investment management agreement (“Managed Account Agreement”), which explains each party’s responsibilities and provides for the management of client assets allocated to MAS in accordance with the terms of the Managed Account Agreement. Through this agreement, the client appoints the Registrant as their investment adviser to assist the client in selecting an appropriate investment strategy for their portfolio. In MAS, clients pay a bundled wrap fee to SIMC for its advisory services, the trade execution provided by SIMC’s affiliate SEI Investments Distribution Co. (“SIDCO”), a registered broker-dealer. The Registrant's fee for its advisory services is separate from the fees charged to the client by SIMC, and SIMC does not establish, review or approve the Registrant's fee (see Item 5 for more details on the Registrant's fee). For additional detail on MAS, clients should review the current SIMC Wrap Fee Program Brochure: Managed Account Solutions – Independent Advisor Solutions by SEI (available at https://adviserinfo.sec.gov/firm/brochure/105146), and any agreements or other disclosure documents provided to client in connection with MAS. 3. IAR-MANAGED PROGRAM WRAP ACCOUNTS AND NON-WRAP ACCOUNTS There is no significant difference between how the Registrant's IARs manage wrap fee accounts and IAR- managed non-wrap fee accounts. However, as stated above, if a client determines to engage the Registrant on a wrap fee basis the client will pay a single fee for investment management and transaction fees. The services included in a wrap fee agreement will depend upon each client’s particular need. If the client determines to engage the Registrant on a non-wrap fee basis the client will select individual services on an unbundled basis, paying for each service separately. Please note: When managing a client’s Program account on a wrap fee basis, the Registrant shall receive, as payment for its investment advisory services, the balance of the wrap fee after all other costs incorporated into the wrap fee have been deducted. Inasmuch as the execution costs for transactions effected in the client account will be paid by the Registrant, a potential conflict of interest arises in that the Registrant has a potential disincentive to trade securities in the client account. In addition, the amount of compensation received by the Registrant as a result of the client’s participation in the Program may be more than what the Registrant would receive if the client paid separately for investment management and transaction fees. 4. FINANCIAL PLANNING AND CONSULTING SERVICES To the extent requested by a client, the Registrant can provide financial planning and/or consulting services (including investment and non-investment related matters, including estate planning, insurance planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are negotiable, but generally range from $150 to $400 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Prior to engaging the Registrant to provide planning or consulting services, clients are generally required to enter into a Financial Planning and Consulting Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the portion of the fee that is due from the client prior to Registrant commencing services. If requested by the client, Registrant recommends the services of other professionals for implementation purposes, including the Registrant’s IARs in their individual capacities as registered representatives of LPL Financial and as licensed insurance agents. (See disclosures in Item 10). 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.
• 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 or her or its financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and services. 5. DISCRETION ON HELD-AWAY ASSETS When requested by the client, the Registrant can provide discretionary investment management and periodic monitoring by leveraging the order management system provided by Pontera (formerly FeeX) with respect to certain accounts (primarily 401(k) participant accounts, health savings accounts and other assets identified by the client) held with custodians other than those referenced in Item 12 ("Held-Away Management Services"). In such instances, the Registrant will regularly review the available investment options in these accounts, monitor them, and rebalance and implement its strategies as necessary in the same manner as if such accounts were held with a custodian referenced in Item 12. This fee will be assessed and billed quarterly. Specifically, the exact amount charged is determined by the daily average over the course of the quarter. The current exception for this is directly-managed held-away accounts, which are determined by the account value at the end of the quarter. In either case, if the Adviser only manages your assets for part of a quarter, the charge will be prorated. The advisory fee is a blended fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart and applying the fee to the daily average of the account value or the account value as of the last day of the previous quarter (per the paragraph above), resulting in a combined weighted fee. For example, an account valued at $2,000,000 would pay an effective fee of 1% with the annual fee being $20,000 (billed as a quarterly fee of $5,000). Investment management fees are generally directly debited on a pro rata basis from client accounts. The exception for this is directly-managed held-away accounts, such as 401(k)’s. As it is impossible to directly debit the fees from these accounts, those fees will be assigned to the client’s taxable accounts on a pro-rata basis. If the client does not have a taxable account, those fees will be billed directly to the client. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Since fees are paid in arrears, no rebate will be needed upon termination of the account. 6. AMERICAN FUNDS 529-F-2 DIRECT-AT-FUND PROGRAM The Registrant has entered into an agreement with American Funds Service Company ("AFS") through which it makes available to clients the 529-F-2 Direct-at-Fund program. The program is a non- discretionary, fee-based program that facilitates investments into American Funds' 529-F-2 share class offerings directly held at the American Funds. AFS serves as the transfer agent for the program, and provides quarterly statements with automated fee-debiting. Shares in this class do not have upfront or a contingent deferred sales charges and do not carry a 12b-1 fee but may have slightly higher administrative costs than other share classes. Clients in this program should consult the fund’s prospectus to have a better understanding of the costs and expenses of the specific mutual fund, including the expenses of the 529-F-2 share class. 7. THIRD PARTY ASSET MANAGEMENT PROGRAMS (“TAMPS”) The Registrant recommends or selects other investment advisers for its clients generally through Third Party Asset Management Programs (“TAMPs”). LPL Financial makes available advisory services and programs of third party investment advisors. Through these TAMPs, the Registrant’s IARs provide ongoing investment advice to clients that is tailored to the individual needs of those clients. As part of these TAMP services, the IAR typically obtains the necessary financial data from the client, assists the client in determining the suitability of the program, assists the client in setting an appropriate investment objective and risk tolerance and assists the client in opening an account with the TAMP. In addition, depending on the type of program, the IAR is available to assist the client to select a model portfolio of securities designed by the TAMP or select a portfolio management firm to provide discretionary asset management services. It is the third party investment adviser (and not Registrant’s IARs) that has client authority to purchase and sell securities on a discretionary or non-discretionary basis pursuant to investment objective chosen by the client. This authorization will be set out in the TAMP client agreement. The brochure for the particular TAMP will explain whether clients can impose restrictions on investing in certain securities or types of securities. In particular, the Registrant currently offers advisory services through TAMPs sponsored by, among others: AssetMark, Brinker Capital, BTS Asset Management, Envestnet, Flexible Plan Investments, Orion Portfolio Solutions, Manning & Napier, Morningstar Managed Portfolios, SEI Investments Management, Symmetry Partners LLC and Townsquare Capital LLC. Clients should refer to the brochure, client agreement and other account paperwork for each TAMP for more detailed information about the services available under the program. In addition, the Registrant offers the same or similar TAMPs on a wrap fee basis, which are described in the General Wrap Brochure, a copy of which you may obtain at https://www.privateadvisorgroup.com/pag-disclosure-documents/ or by contacting your IAR. 8. TRUST SERVICES THROUGH NATIONAL ADVISORS TRUST COMPANY The Registrant has engaged for a fixed annual fee with National Advisors Holdings, Inc. (“NAH”) and its related companies including a federally chartered trust company, “National Advisors Trust Company” (NATC”) and a South Dakota chartered trust company National Advisors Trust of South Dakota, Inc. (“NATSD”), The Office of Comptroller of the Currency regulates NAH and NATC and the South Dakota Department of Labor and Regulation regulates NATSD. The trust company was formed by advisors to provide a low cost alternative to traditional trust service providers, and the Registrant may refer clients to NATC for trust and custodial services when appropriate. 9. CO-ADVISORY, REFERRAL AND SOLICITOR SERVICES The Registrant and its IARs act as referral agents or solicitors on behalf of certain third party investment advisers pursuant to a referral or solicitor agreement. Currently, the Registrant’s IAR provides the referred client a disclosure statement regarding the role of the Registrant and its IAR as a referral agent or solicitor, and the client engages the third party investment adviser for advisory services. Please see Item 14 below for more information about these referral services and the related compensation. 10. RETIREMENT PLAN CONSULTING SERVICES The Registrant’s IARs, at times, assist clients that are trustees of retirement plans or other fiduciaries to retirement plans (“Plans”) by providing fee-based consulting and/or advisory services. IARs perform one or more of the following services, as selected by the client in the client agreement:
• Assistance in the preparation or review of an investment policy statement (“IPS”) for the Plan based upon consultation with client to ascertain Plan’s investment objectives and constraints.
• Acting as a liaison between the Plan and service providers, product sponsors or vendors.
• Ongoing monitoring of investment managers or investments in relation to the criteria specified in the Plan’s IPS or other written guidelines provided by the client to the IAR.
• Preparation of reports describing the performance of Plan investment manager(s) or investments, as well as comparing the performance to benchmarks.
• Ongoing recommendations, for consideration and selection by client, about specific investments to be held by the Plan or, in the case of a participant-directed defined contribution plan, to be made available as investment options under the Plan.
• Training for the members of the Plan Committee with regard to their service on the Committee, including education and consulting with respect to fiduciary responsibilities.
• Assistance in enrolling Plan participants in the Plan, including conducting an agreed upon number

of enrollment meetings. As part of such meetings, IARs generally provide participants with information about the Plan, which includes information on the benefits of Plan participation, the benefits of increasing Plan contributions, the impact of pre-retirement withdrawals on retirement income, the terms of the Plan and the operation of the Plan.
• Assistance with investment education seminars and meetings for Plan participants. These meetings occur on a group or individual basis, and include information about the investment options under the Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment time horizons and assess risk tolerance. Such meetings do not include specific investment advice about investment options under the Plan as being appropriate for a particular participant.
• Assistance at client’s direction in making changes to investment options under the Plan.
• As part of the ongoing investment recommendation service set out above, assistance in identifying investment options in connection with the “broad range” requirement of Section 404(c) of the Employee Retirement Income Security Act of 1974 (“ERISA”).
• As part of the ongoing investment recommendation service set out above, assistance in identifying an investment fund product or model portfolio in connection with the definition of a “Qualified Default Investment Alternative” (“QDIA”) under ERISA.
• Assistance with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support in connection with vendor analysis and service provider support.
• Preparation of comparisons of Plan data (e.g., regarding fees and services and participant enrollment and contributions) to data from the Plan’s prior years and/or a benchmark group of similar plans.
• Assistance in identifying the fees and other costs borne by the Plan for, as specified by client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan.
• When engaged by the Plan or the participant to do so, IARs meet at times with Plan participants, upon reasonable request, to collect information necessary to identify Plan participants’ investment objectives, risk tolerance, time horizon, etc. Advisor will provide recommendations to assist the participant with his/her Plan account. Plan participants retain sole discretion over the investment decisions in their accounts and sole responsibility for implementing investment decisions in their accounts. If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under the Plan, IARs do not provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. In addition, if participants in the Plan have the option to invest the assets in their accounts through individual brokerage accounts, a mutual fund window, or other similar arrangement, or can obtain participant loans, IARs do not usually provide any individualized advice or recommendations to the participants regarding these decisions. Furthermore, unless engaged by the Plan or the participant to do so, IARs do not provide individualized investment advice to Plan participants regarding their Plan assets. If a client elects to engage the Registrant and its IARs to perform ongoing investment monitoring and ongoing investment recommendation services in the client agreement, such services will constitute “investment advice” under Section 3(21)(A) of ERISA. Therefore, Registrant and its IARs will be deemed a “fiduciary” as such term is defined under Section 3(21)(ii) of ERISA in connection with those services. Clients should understand that to the extent Registrant and its IARs are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA and therefore, Registrant and its IARs will not be a “fiduciary” under ERISA with respect to those other services. If a client elects to engage the Registrant and its IARs to perform discretionary investment management services in the client agreement, such services will be performed as an “investment manager” under Section 3(38) of ERISA. Therefore, Registrant and its IARs will be deemed a “fiduciary” as such term is defined under Section 3(38) of ERISA in connection with those services. Clients should understand that to the extent Registrant and its IARs are engaged to perform services other than ongoing investment management, the Registrant is not acting as an “investment manager” under ERISA and therefore, Registrant and its IARs will not be a “fiduciary” under ERISA with respect to those other services. 11. ADDITIONAL INFORMATION a. Non-Investment Consulting/ Implementation Services. If requested by the client, the Registrant can provide consulting services regarding non-investment related matters, such as estate planning, tax planning, insurance, etc. The Registrant does not serve as an accountant and no portion of the Registrant’s services should be construed as same. Certain of Registrant’s IARs are accountants, in their individual capacities, separate and apart from the Registrant, and any services or advice rendered in that capacity is not provided by or through the Registrant. The Registrant does not serve as an attorney and no portion of the Registrant’s services should be construed as same. Certain of Registrant’s IARs are attorneys, in their individual capacities, separate and apart from the Registrant, and any services or advice rendered in that capacity is not provided by or through the Registrant. The Registrant does not sell insurance and no portion of the Registrant’s services should be construed as same. Certain of Registrant’s IARs are licensed to sell insurance, in their individual capacities, separate and apart from the Registrant, and any such sale of insurance in that capacity is not provided by or through the Registrant. The Registrant has engaged for a fixed annual fee with DPL Financial Partners, LLC (“DPL”) to obtain membership access to DPL’s platform of insurance consultation services. Through its licensed insurance agents, who are also registered representatives of The Leaders Group, Inc. (“The Leaders Group”), an unaffiliated SEC-registered broker-dealer and FINRA member, DPL offers members a variety of services relating to insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating client insurance needs, educating and acting as a resource to members regarding insurance products generally and specific insurance products owned by their clients or that their clients are considering purchasing, and providing members access to, and marketing support for, commission free products that insurers have agreed to offer to members’ clients through DPL’s platform. For providing platform services, DPL receives service fees from the insurers that offer their products through the platform. These service fees are based on the insurance premiums received by the insurers from DPL members’ clients, and the premiums paid to the insurance companies may be higher or lower and the features of the policies may be different from those that could be purchased elsewhere. DPL is licensed as an insurance producer in Kentucky and other jurisdictions where required to perform the platform services. Its representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of The Leaders Group. To the extent requested by a client, the Registrant can recommend the services of other professionals for certain non-investment implementation purposes (i.e. attorneys, accountants, insurance, etc.), including IARs of the Registrant in their separate registered/licensed capacities as discussed below. 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. 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 or her or its financial situation or investment objectives for the purpose of reviewing, evaluating or revising Registrant’s previous recommendations and services. b. Inverse/Enhanced Market Strategies. The Registrant utilizes leveraged long and short mutual funds and/ or exchange traded funds that are designed to perform in either an: (1) inverse relationship to certain market indices (at a rate of 1 or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/ or for the purpose of hedging against downside market risk; and (2) enhanced relationship to certain market indices (at a rate of 1 or more times the actual result of the corresponding index) as an investment strategy and/ or for the purpose of increasing gains in an advancing market. There can be no assurance that any such strategy will prove profitable or successful. In light of these enhanced risks/rewards, a client can direct the Registrant, in writing, not to employ any or all such strategies for his/ her/their/ its accounts. c. Fee Differentials. As indicated above, the Registrant prices its services based upon various objective and subjective factors. As a result, Registrant’s clients could pay diverse fees based upon the market value of their assets, the complexity of the engagement, and the level and scope of the overall investment advisory and/or consulting services to be rendered. As a result of these factors, the services to be provided by the Registrant to any particular client could be available from other investment advisers at lower fees. All clients and prospective clients should be guided accordingly. d. Advisory Program Cost Differentials. The Registrant participates in several advisory programs with third-parties (e.g., LPL Financial and other custodians), including the Custodian Programs and TAMP Programs, which charge varying levels of program fees. When a client invests through such advisory programs, an investment advisory or management fee is deducted from the assets placed in that advisory program. The advisory program retains a portion of the program fee, and a portion of the program fee is paid to the Registrant and its IAR. The varying levels of program fees provide an incentive or disincentive for the Registrant and its IARs to participate in or to recommend a particular advisory program. The recommendation by a IAR that a client select a particular advisory program presents a conflict of interest, as the IAR’s compensation provides an incentive to recommend a particular advisory program. All clients and prospective clients should be aware of these factors in selecting an advisory program and in negotiating an investment advisory fee. The Registrant's Custodian Programs are further described in the General Wrap Brochure, a copy of which you may obtain at https://www.privateadvisorgroup.com/pag-disclosure-documents/ or by contacting your IAR. e. Calculation of Advisory Fees Includes Cash Assets. The Registrant calculates advisory fees on all assets placed under its management, including cash held in advisory accounts. Clients can consent to asset allocations that include certain amounts being held as cash for short or long-term reasons, or can direct that assets be held in cash based on personal risk tolerance or market conditions. The Registrant will calculate advisory fees based on total assets in advisory accounts, and all clients and prospective clients should be guided accordingly. Holding large cash balances for more than six months is not an effective investment strategy and the Registrant discourages clients from using investment accounts in this manner. f. Non-Discretionary Service Limitations. Clients that determine to engage the Registrant on a non-discretionary investment advisory basis must be willing to accept that the Registrant cannot effect any account transactions without obtaining prior verbal consent from the client for each transaction. Thus, in the event of a market correction during which the client is unavailable, the Registrant will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s verbal consent. g. Trade Error Policy. Registrant reimburses accounts for losses resulting from the Registrant’s trade errors, but does not credit accounts for such errors resulting in market gains. When applicable, the gains and losses are reconciled within the Registrant’s custodian firm account and the Registrant or the custodian retains the net gains and losses. h. Client Obligations. In performing its services, 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 or her or its financial situation or investment objectives for the purpose of reviewing, /evaluating /or revising Registrant’s previous recommendations and services. i. Disclosure Statement. A copy of the Registrant’s written disclosure statement as set forth in its Part 2A Brochure, Wrap Program Brochure, WealthSuite Brochure and Part 2B Brochure Supplements for appropriate IARs and its Privacy Notice shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. j. Brokerage Commissions and/or Transaction Fee Differentials. In most instances, custodians charge a brokerage commission or transactional fee or an asset-based fee, and based on the investment product selected, that commission or transactional fee or asset-based fee is not identical to other commissions or fees. Other products have higher or lower or zero commissions when compared at the commission or fee level. Most custodians offer mutual funds with transactions fees and mutual funds without transaction fees. Some custodians offer commission-free ETFs. Clients can inquire as to whether a transaction incurred a transaction cost. k. Securities-based Loans and Margin Loans. Clients can have the opportunity to utilize margin loans in their investment accounts and be offered the opportunity to obtain loans or lines of credit based on or secured by the assets held in their investment accounts. When the Registrant charges a fee based directly or indirectly on the amount of assets under management in an investment account, the Registrant and its IARs have an incentive to maintain a high level of assets in those accounts, and the Registrant and its IARs have a conflict of interest when they advise a client to utilize a margin loan or a securities based loan or assist the client to obtain such a loan for some specific purpose, rather than advising the client to or assisting the client with withdrawing funds from such an investment account for that specific purpose. l. Non-tradable Assets in Advisory Accounts. In order to address a client’s specific situation, the Registrant can recommend non-tradable assets be purchased in an advisory account. Non-tradable assets such as annuities or structured products are appropriate for certain client needs. The client would not be charged commissions for such investment products, but these products would be subject to the advisory fees calculated based on assets in the accounts. The amount of such assets in a particular account would be limited to a proportion that would not impair the ability of the Registrant to allocate the assets in the account. 12. 401(K) PLAN PARTICIPANTS CONSIDERING AN IRA ROLLOVER A participant in a qualified employer sponsored retirement plan (“Employer Retirement Plan”) can roll those assets over into an Individual Retirement Account (“IRA”). Plan participants are encouraged to consider the advantages and disadvantages of an IRA rollover from their existing Employer Retirement Plan. A plan participant leaving an employer typically has four non-exclusive options:
• Leave the money in the former Employer Retirement Plan, if permitted;
• Transfer the assets to the new employer’s plan, if one is available and if rollovers are permitted;
• Rollover the assets to an IRA;
• Cash out (or distribute) the assets and pay the taxes due. Investors usually face increased fees when they transfer retirement savings from their current Employer Retirement Plan to an IRA. Investors should be aware that even if there are no costs associated with the IRA rollover itself, there will be costs associated with account administration and investment management. In addition to the fees charged by the Registrant or another advisor, the underlying investment products (mutual fund, ETF, annuity, or other investment) typically also charge management fees. Custodial fees also apply. Investing through an IRA managed by the Registrant is more expensive than the current Employer Retirement Plan. Prior to electing to rollover assets from the current Employer Retirement Plan to an IRA, an investor should consider:
• The type of account investment management desired. For example, is assistance in the management of investments desired on a discretionary or non-discretionary basis; or is a self- managed account preferred.
• Available investment choices.
• The professional assistance available to participants in the current Employer Retirement Plan when compared to the
• advisory services offered by the Registrant in an advised IRA account.
• The cost of advisory fees.
• Management expenses associated with the underlying investments in an IRA advisory account in comparison to the underlying investment expenses associated with the current Employer
• Retirement Plan. Often, the management expenses in the current Employer Retirement Plan are less expensive than in a rollover IRA advisory account.
• Custodial charges in the advised IRA account in comparison to the current Employer Retirement Plan.
• Transaction charges associated with the advised IRA in comparison to the current Employer Retirement Plan.
• The rules pertaining to the required minimum distributions (“RMD”) in the current Employer Retirement Plan when compared to the advised IRA.
• Legal protections afforded to current Employer Retirement Plan participants in comparison to rollover IRA account owners. Employer Retirement Plans have significant liability protection.
• The rules pertaining to beneficiaries of an IRA in comparison to the current Employer Retirement Plan (inherited accounts).
• The loan provision associated with the current Employer Retirement Plan, if any. IRA accounts do not have loan provisions.
• Employer Retirement Plans available from a new employer.
• Clients and prospective clients are encouraged to consult with an accountant, a tax advisor, the plan administrator and/or legal counsel prior to rolling over assets from the current Employer Retirement Plan to an advised IRA with the Registrant. B. ASSETS UNDER MANAGEMENT As of December 31, 2023, the Registrant had $31,535,760,181 in Assets Under Management with $8,009,037 managed on a non-discretionary basis and $31,527,751,144 managed on a discretionary basis.