Item 5 – Fees and Compensation
Clients pay an Annual Fee in accordance with the fee schedule outlined below unless otherwise agreed to in writing. Any agreement to
a flat fee to be paid on the Account’s billable value may result in fees greater than or less than those that would be incurred in accordance
with the Program fee schedule. The Annual Fee will be deducted directly from the Account unless the parties agree otherwise. The Annual
Fee, which is payable pro-rata on a quarterly basis in advance, will compensate the Firm for investment management as well as custody
and execution services, and except in the case of discretionary advisory services described above, no separate Firm brokerage
commissions will be charged. The Annual Fee covers the services of the Investment Advisor Representative (also referred to as the
Advisor fee) and is described with specific rates in the services agreement. The Advisor fee does not include any program/manager model
fees that are incurred by Client in UMAP, UMAP Select, Spectrum, or CHOICE Programs. Program fees in UMAP, UMAP Select, and
CHOICE Programs range from .05% to .75% and are subject to change without notice. Program fees are assessed to Client account
separately from Advisor Fee and are based on the proportion of the Account that is allocated to each Manager. Thus, as market values
increase and decrease, the amount charged to Client account each billing cycle will vary.
The initial Annual Fee will be prorated to cover the period from the date a Client’s Account is opened and approved, through the end of
the then current full calendar quarter. The initial Annual Fee will be due in full on the day the Firm opens and approves a Client’s Account
and will be based on the opening value of the Account. Thereafter, the Annual Fee will be based on the Account’s value as reflected on
the quarter month end statement and will be due the following business day to cover the next calendar quarter. For accounts in the SAM
program fees are billed in arrears. The fee will be based on the Account’s value as reflected on the quarter month end statement and is
due within thirty days of the quarter end. Additional assets received into a Client’s Account will be charged a pro-rata Annual Fee based
upon the number of days remaining in the current calendar quarter. No fee adjustment will be made for partial withdrawals or for
appreciation or depreciation of a Client’s Account within a billing period. For purposes of calculating the Annual Fee due, the Account’s
value includes the sum of the long market value of all securities, money market, cash and credit balances. Margin debit balances and the
short market value of securities held do not reduce the value of the Account. Accrued dividends and interest may be included when
determing the account value used to calculate the advisory fee. In accordance with the terms of the individual Client Agreement, a pro-
rata refund of fees charged will be made to Client if a Client’s Account is closed within a quarterly billing period.
The Annual Fee does not include charges to a Client’s Account for services not included herein or resulting from certain dealer mark-ups
or mark-downs, odd lot differentials, postage and handling charges, IRA fees, transfer taxes, pass-through fees, transaction fees and any
other fees which may be charged to the Account.
Clients with mutual funds, UITs, alternative investments, exchange traded funds and other investment company products in their portfolios
are effectively paying the Firm and the fund/product advisor for the management of the Client’s assets. Clients who place funds/products
under the Firm’s management are therefore subject to both the Firm’s direct management fee and the indirect management of the
fund/product’s advisor. These funds/products are subject to additional advisory and other fees and expenses, as set forth in the respective
prospectuses, which are ultimately borne by the Client and coresspondingly reduce the Client’s investment returns. Any 12b-1
compensation received by the Firm based on Client positions held in advisory programs is rebated back to the Client’s account. In addition,
with respect to certain exchange traded funds included in certain portfolios and managed accounts, the manager of the exchange traded
fund may use the Firm in its capacity as broker-dealer to transact with the exchange traded fund for the purchase and sale of the securities
that comprise the exchange traded fund. The Firm derives additional revenue from these transactions.
The Firm receives payments from mutual funds or their affiliated service providers for providing certain recordkeeping and related services
to the funds. The Firm processes some mutual fund business with fund families on an omnibus basis, which means Clients' trades are
consolidated into one daily trade with the fund. We receive omnibus fee payments as compensation for the services we provide when
trading mutual funds on an omnibus basis. We trade other fund families on a networked basis, which means we submit a separate trade
for each individual Client and may receive networking fee payments for each Client mutual fund position we hold with the fund. The Firm
Rev 12/15/2020 Page 11 of 25
and its affiliates receive additional finanacial benefits in connection with advisory account positions held in the Firms’s IDP sweep
Program. This will cause a conflict of interest, for additional information see IDP Terms and Conditions. In order to minimize/alleviate this
conflict of interest, we, the Firm, disclose this conflict of interest to you.
All programs utilize the same liquidation fee schedule upon Account termination. The Firm’s liquidation fee schedule upon Account
termination is described under Item 4.B titled “Additional Disclosures Relevant to All above Programs 1-7.”
...