Hilltop Securities Inc

Fees and Compensation
        Fees and charges differ when a variable annuity is purchased in a traditional brokerage account rather
        than an advisory program like Destination Fee-Based Annuity Program. Generally, variable annuities that
        are available for purchase in an advisory account have lower surrender charges than similar variable
        annuities from the same issuing insurance carrier when the product is purchased in a traditional brokerage
        account. The difference in surrender charges is largely attributable to the portion of the surrender charge
        that the issuing insurance carrier would use to pay selling commission to registered representatives in a
        traditional brokerage relationship. The fee for any optional death benefit riders and/or living benefit riders
        is generally the same whether the variable annuity is purchased in an advisory account or a traditional
        brokerage account; selling compensation is not paid to HTS nor IARs if the Client selects an optional
        benefit rider.
        Clients that participate in the program will be charged a quarterly program fee for each Destination Fee-
        Based Annuity Program contract not to exceed the fee rate from the fee schedule below:
        Destination Fee-Based Annuity Program fee Schedule

                              Portfolio Value                            Maximum Annual Fee

                        Any Billable Account Value                                      1.50%

        The Program fee will vary among Clients and may be negotiable under certain circumstances.
        Factors typically considered to determine the Client Program fees include:
             •   The managed account program(s) the Client have selected.
             •   The amount of assets in the Contract.
             •   The personal financial needs, objectives, and complexity of the Client’s financial situation.
             •   The level of anticipated or actual trading within the Sub-accounts.
             •   The experience level and credentials of the IAR.
        Calculation of Program Fees
        The Program fee is based on the accumulated value of the contract assets as of the last business day of the
        end of the quarter and in accordance with the Client Agreement.
        The Program fee is not deducted from the annuity Program account, but instead it is deducted from a
        payment account opened at HTS. The payment account is a separate brokerage or ASG account and
        linked to the Destination Fee-Based Annuity Program account for the payment of the Program fee.
        In addition to the Program fee, the Client pays the insurance company the internal expenses for the
        selected annuity product as disclosed in the annuity’s prospectus. Internal expenses for annuity products
        are borne by all customers that own the annuity and are in addition to the Destination Fee- Based Annuity
        Program fee the Client pay. They are paid directly from the assets in the annuity product as outlined in the
        products’ prospectus and cannot be paid from a payment account.
        Allocation of the Program Fee
        A portion of the Program fee is paid to HTS, the Clients IAR and the Platform Manager for their services.
        The amount of the fees paid to the IAR and/or HTS depends upon the Program Fee that the Client
        negotiates with their IAR and the amount of the fee payable to the IAR pursuant to the HTS compensation
        policies.
         Is the Destination Fee-Based Annuity Program right for the Client
         The IAR and/or HTS may recommend to the Client one or more programs. The decision to select one or
         more managed account programs is the up to the Client. A discussion between the Client and their IAR,
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        among other things, should include the following to determine if the recommended program is
        appropriate:
               •  The cost, potential benefits, and potential risks of the Destination Fee-Based Annuity Program
               •  The Clients investment objectives and sophistication of the investment strategy
               •  The types of and number of investments the Client holds and intend to make, including the
                  percentage of the overall portfolio that the Client intend to hold in the fixed sub-account.
             • The Clients desire for diversification across sub-account(s)
             • The Clients anticipated use of other services and features specific to the Destination Fee-Based
                  Annuity Program.
             • The payment preference of an asset-based fee for ongoing investment advice and other related
                  services compared to a commission-based variable annuity.
        At any time, a contract can vary greatly in the size, number and diversity of the sub-accounts held, due to,
        among other things, market conditions and the current investment needs and objectives. Generally, it is
        recommended that the Client diversify the holdings to help reduce the portfolio’s overall market risk.
        Investment diversification does not ensure a profit or protect against loss. If the Client intends to hold a
        concentrated portfolio, including a concentrated position in the Fixed Account, for an extended period of
        time, the Client should consider other contract options (i.e., investing in a commissioned based variable
        annuity) that may be more economically advantageous.
        The IAR receives training related to the product offerings in the Destination Fee-Based Annuity Program.
        Training includes, but not limited to, Client needs and suitability of product, expected trading, fee type
        preference, and desire for ongoing investment advice.
        Account Requirements and Types of Clients
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Types of Clients
        HTS generally provides investment advisory services for individuals, individual retirement accounts
        (“IRAs”), banks and thrift institutions, pension, and profit-sharing plans, including plans subject to ERISA,
        trusts, estates, charitable organizations, state and municipal government entities, corporations, and other
        business entities.
        HTS can prohibit anyone or any account type from establishing a Program account for any reason,
        including if it is determined not to be an appropriate investment strategy for the Client.
        The minimum initial Account Values for the Programs described in this document are listed above. HTS
        has discretion to terminate any Program account if they fall below the minimum Account Value
        guidelines established by HTS. Under certain circumstances, HTS has discretion to grant an exception to
        the minimum account value requirement.
        Conflicts of Interest
        Conflicts of interests can arise with respect to a variety of business and other relationships in almost any
        investment advisory program. When HTS acts as the Client’s Investment Adviser, HTS and the IARs
        earn more when the Client invests more in their advisory account, and both will earn the same advisory
        fee rate regardless of how frequently the Client trades. HTS also receive payments from affiliated and
        unaffiliated third parties, including the investment products in which the Client invests, and their sponsors.
        These third- party fees are disclosed in this HTS’s ADV Brochure and the investment product’s
        prospectus and other offering documents. Please refer to the “Other Financial Industry Activities and
        Affiliations” below for discussion of conflicts of interest relationships and product- specific compensation
        that is received by HTS.