ITEM 5: FEES AND COMPENSATION
A. Advisory Fees and Compensation
For its Advisory Services, ILLC may receive a cash fee (“advisory fee”). There is no basic fee schedule for Advisory
Services. Advisory fees may or may not be established by a written agreement. Advisory Services may constitute
eligible research under the safe harbor of Section 28(e) of the Securities Exchange Act of 1934 for use in
connection with a client’s investment decisions. In such cases, clients may compensate ILLC for Advisory Services
through third party soft dollar arrangements (commission arrangements entered into by a client with other,
unaffiliated broker-dealers). Third-party soft dollar arrangements include Commission Sharing Agreements
(“CSAs”) that ILLC enters with one or more broker-dealers, pursuant to which end-users of Advisory Services can
pay ILLC for Advisory Services by directing trades through the participating broker-dealers.
ILLC identifies persons who pay for Advisory Services with soft dollar arrangements: (1) as Advisory Clients if
paying with trades executed through an unaffiliated broker-dealer, and (2) as Non-Advisory Clients if paying with
trades executed through ILLC. When ILLC provides Advisory Services to these Non-Advisory Clients, ILLC ensures
the Advisory Services are solely incidental to brokerage services without special compensation. All advisory fees
are negotiated on a client-by-client basis and may be renegotiated at any time. Certain clients receive access to
Advisory Services without paying an advisory fee given their relationship with Nomura, its business partners or
ILLC.
B. Payment of Fees
Advisory fees are billed to clients, or invoiced according to the client’s CSA, at a frequency agreed with the client.
ILLC does not deduct advisory fees from a client’s brokerage account.
C. Other Fees and Expenses
Other than advisory fees (described above), Advisory Clients do not pay ILLC any other types of fees or expenses
in connection with ILLC’s Advisory Services. However, the Advisory Services may prompt or contribute to an
Advisory Client’s decision to trade or invest. In that case, the Advisory Client will bear the costs associated with
buying, selling and/or holding the relevant investment. Different investments have different costs to buy, sell and
hold. These costs are explained in trade-specific or product-specific materials available from your broker.
Brokerage and transaction costs: ILLC’s Advisory Services do not include any securities trading activities, on a
discretionary basis or otherwise. Clients may choose to execute transactions through ILLC or its affiliates and, if so,
will pay brokerage commissions and other transaction fees for those services, which are independent of the
Advisory Services. ILLC’s Advisory Clients have no obligation to send any order to ILLC for execution. For
additional information concerning brokerage and transaction costs, see Item 12 “Brokerage Practices” in this
brochure.
Other investment costs: If clients choose to hold investments as a result of the Advisory Services, they will pay fees
to the broker-dealer or bank that custodies their assets and will, in the case of pooled investments (such as
exchange-traded funds, closed-end funds, private funds, and mutual funds), also bear their proportionate share of
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Form ADV Part 2A – June 23, 2026 6
SEC File Number 801-108490 CRD Number 7897
fees paid at the fund level for managing, administering, distributing, sponsoring, promoting, licensing indices to, or
servicing shareholders of the fund. In certain instances, affiliates of Nomura will receive fees or other compensation
for these services, directly from the fund or indirectly from companies that share their fund-related revenue with a
Nomura affiliate.
D. Prepayment of Fees
Advisory Clients are not required to prepay fees. If an Advisory Client chooses to pay in advance, prepaid fees will
not be refunded in the event Advisory Services are terminated before the end of the billing period, unless otherwise
agreed in writing.
E. Compensation for Sale of Securities, Conflicts of Interest
Certain of ILLC’s Advisory Services, including the trading ideas, can prompt or contribute to trading decisions by
Advisory Clients. ILLC and its employees receive transaction-based compensation in exchange for order handling
and trade execution services.
This presents a conflict of interest and gives ILLC and its employees an incentive to provide Advisory Services that
prompt or contribute to trading or investment decisions based on the compensation received, rather than on an
Advisory Client’s needs. ILLC seeks to address the conflict by disclosing it to you.
Advisory Clients are institutions that select the broker-dealers through which they transact. They are not obligated
to trade through ILLC, regardless of their use of advisory communications or trading recommendations obtained
from us. ILLC commission charges typically are disclosed to clients on a transactional basis.
ILLC’s primary source of revenue is commissions and other compensation for the sale of investment products to its
clients. In recent years, advisory fees represented less than half of ILLC’s total revenue.
ILLC does not reduce its advisory fees to offset any commissions, markups or other revenue to ILLC or its affiliates
that results when Advisory Services prompt or contribute to trading or investment decisions by Advisory Clients.
When evaluating the reasonableness of ILLC’s compensation for Advisory Services, you should take into
consideration such additional revenue to ILLC and its affiliates.
Instinet, LLC
Form ADV Part 2A – June 23, 2026 7
SEC File Number 801-108490 CRD Number 7897