Gradient Investments LLC

Item 5: Fees and Compensation
Method of Compensation and Fee Schedule
 Managed Portfolios – Accounts
 Fees for the various managed portfolios are as follows:
 Portfolio                                                               Asset Valuation               Stated Total Annual Fee
 Custom Indexing - Strategic                                             All Assets                              2.15%
 Strategic                                                               All Assets                              2.00%
 Custom Indexing - Allocation                                            All Assets                              1.85%

                                                                                                            Gradient Investments, LLC

Tactical*                                                            All Assets                              1.80%
Allocation                                                           All Assets                              1.70%
Defined Outcome                                                      All Assets                              1.70%
Private Wealth                                                       All Assets                              1.50%
Preservation                                                         All Assets                              1.00%

*Traditionally, GI’s Tactical portfolio was billed at the same fee as the Strategic portfolios with a maximum annual
fee of 2.00%. GI is the sub-advisor to the ETF that is held in the Tactical Portfolio and will receive an annual fee of
0.20% from the ETF provider. In light of this arrangement, GI has reduced its annual fee on the Tactical Portfolio by
0.20%. The end net fee collected by GI and paid by the Client, which includes the ETF fee discussed above, will
remain the same. (See Sub-advisor Services fees below)
For example, a client investing $100,000 in the GI Tactical portfolio prior to November 2022 would pay an annual
fee to GI of $2,000 or $100,000 x 2.00% = $2,000. After November 2022, GI will collect 0.20% of assets (or $200 on
the same $100,000 account) from the ETF provider for sub-advisory services which clients incur as an expense
from holding the ETF. The same client will now pay GI a discounted annual fee of $1,800 or $100,000 x 1.80% =
$1,800. Overall, the client incurs the same $2,000 annual fee ($1,800 investment management fee plus $200 ETF
expense fee).
Lower fees for comparable services on Client Directed Accounts may be available from other sources.
Advisory fees do not include brokerage (transaction) fees that may be assessed by the custodial broker-dealer
(custodian). Custodial fees are offered on a per transaction or a percentage of asset basis when available from the
custodian. Advisory fees and custodial fees are separate and distinct. Client is responsible for miscellaneous
account fees that may be charged by the custodian which include but are not limited to: overnight fees, ACH fees,
account closure fees, reorganization fees, check writing fees, etc. GI charges an account service and
technology/administrative fee of $60 annually. All fees paid to GI for investment advisory services are separate and
distinct from the internal expenses charged by ETFs, mutual funds, closed-end funds, and variable annuities.
The above fees are negotiable based on the overall relationship and the final fee schedule will be attached in the
investment advisory contract. Fees are assessed quarterly (at GIs discretion) in arrears based on the amount of the
assets managed as of the end of the previous quarter or month. All management fees are withdrawn from the
client’s account unless otherwise noted. GI will receive written authorization from the client to deduct advisory
fees from an account held by a qualified custodian. GI will send the qualified custodian written notice of the
amount of the fee to be deducted from the client's account. All management fees will be noted on the custodian’s
monthly/quarterly account statements sent directly to the client. Clients may find comparable services for higher
or lower fees from other sources. Clients may terminate their account within five days of signing the investment
advisory contract with no penalty and a full refund. For terminations that end on other than the last day of the
quarter, GI will be entitled to a pro-rata fee for the days service was provided in the final quarter and will bill the
client accordingly.
AUM INCENTIVE AND NON-CASH COMPENSATION
GI has instituted a long-term incentive arrangement whereby the independent referring party can share in
Gradient Investments’ portion of the management fee. This does not change the cost to the client; it is an
arrangement paid from our portion of the advisory fee for those firms who maintain greater than $10 million with
GI and who are actively growing their AUM. This amount is calculated quarterly and paid annually. To receive the
incentive, the RIA firm needs to meet two qualifications. First, the quarter end billable AUM must be above $10
million. Second, you must be an RIA “in good standing with Gradient Investments”. “In good standing” means the
advisor is proactively placing assets with Gradient Investments.
Participants in the GI AUM Incentive Program have no vested interest in the program or in GI. The Gradient AUM
Incentive Program in neither a deferred compensation plan nor a deferred compensation program. Incentive
payments are calculated by GI at its sole discretion. “In good standing” is determined solely by Gradient
Investments. Participating advisors have no right to review or audit any of the financial records of GI. GI reserves
the right to change, modify, or discontinue the Incentive Program at any time for any reason.

                                                                                                        Gradient Investments, LLC
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Item 7: Types of Clients
Description
 GI generally provides investment advice to individuals, high net worth individuals, institutions, pension and profit-
 sharing plans, corporations, and business entities. Client relationships vary in scope and length of service.
Account Minimums
 GI has a minimum account value, per client, household, or institutional account of $25,000 for the Preservation
 portfolios and $50,000 for the Allocation portfolios. The Strategic and Tactical portfolios have an account
 minimum of $100,000. The Private Wealth Series has a minimum of $250,000 for the Horizon portfolio and
 $100,000 for the Income Edge portfolio. GI at its sole discretion may accept accounts of a lesser value.