Invst LLC

Item 5. Fees and Compensation
      Tomoro offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under
      management. Additionally, certain of the Firm’s Supervised Persons, in their individual capacities, offers
      securities brokerage services and/or insurance products under a separate commission-based arrangement.

      Financial Planning and Consulting Fees

      Tomoro charges a fee for providing financial planning and consulting services. These fees are negotiable. This
      fee can vary depending upon the complexity of the client’s financial planning and consulting requirements and
      the individual(s) providing the services. Fees are charged either as an assets under management fee or a fixed
      annual fee. Asset under management fees vary between 10 and 200 basis points (0.10% – 2.00%), and fixed
      fees range from $500 to $200,000. Assets under management fees are prorated and collected monthly, in
      arrears, based upon the market value of the average daily account balance (with the exception of illiquid assets,
      such as private investment funds, which are generally valued on a quarterly basis). Asset under management
      fees may include the value of any assets invested in private funds, as further detailed below.

      For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the Advisory
      Agreement is terminated, the fee for the final billing period is prorated through the effective date of the
      termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as
      appropriate.

      The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory
      Agreement. For fixed fees, Tomoro generally requires payment or payment plan upon execution of the
      Advisory Agreement. The Firm does not, however, take receipt of $1,200 or more in prepaid fees in excess of
      six months in advance of services rendered. The annual fee is prorated and monthly, in arrears, based upon
      the market value of the average daily account balance (with the exception of illiquid assets, such as private
      investment funds, which are generally valued on a quarterly basis). For the initial period of an engagement,
      the fee is calculated on a pro rata basis. In the event the Advisory Agreement is terminated, the fee for the
      final billing period is prorated through the effective date of the termination and the outstanding or unearned
      portion of the fee is charged or refunded to the client, as appropriate.

      If the client engages the Firm for additional investment advisory services, Tomoro may offset all or a portion
      of its fees for those services based upon the amount paid for the financial planning and/or consulting services.

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 Disclosure Brochure

      Investment Management Fees

      Tomoro offers investment management services for an annual fee based on the amount of assets under the
      firm's management. This fee, which varies between 10 and 150 basis points (0.10% - 1.50%) depending on
      the size and composition of the client's portfolio and the type of services rendered, may include a portion
      allocated to third-party strategists and asset managers. The specific portion paid to these third parties is
      determined by the work they perform for our portfolios.

      For Sub-Advisory Clients, this management fee generally varies between 20 and 150 basis points (0.20% -
      1.50%), depending on amount of assets Tomoro is managing on behalf of the Delegating Advisor. Sub-
      Advisory Clients incur fees related to both Tomoro’s sub-advisory services and the on-going services
      provided by the Delegating Advisor. Such fees may be higher than a Sub-Advisory Client would otherwise
      pay in the event the engaged Tomoro directly.

      The annual fee is prorated and monthly, in arrears, based upon the market value of the average daily account
      balance (with the exception of illiquid assets, such as private investment funds, which are generally valued
      on a quarterly basis). For the initial period of an engagement, the fee is calculated on a pro rata basis. In
      the event the Advisory Agreement is terminated, the fee for the final billing period is prorated through the
      effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded
      to the client, as appropriate.

      Investment management fees are generally directly debited on a pro rata basis from client account. One
      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 will be charged a prorated 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.

      In addition to its annual fee, Tomoro can charge a fixed monthly fee of $99 for access to its Client Portal,
      as described in Item 4. This fee is charged in advance beginning on the date the client enrolls in this service.

      Retirement Plan Consulting Fees
      Tomoro charges as fixed project-based fee to provide clients with retirement plan consulting services. Each
      engagement is individually negotiated and tailored to accommodate the needs of the individual plan
...

Item 7. Types of Clients
      Tomoro offers services to individuals, businesses, business owners, high-net worth individuals, pension and
      profit-sharing plans, and charitable organizations.

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 Disclosure Brochure

      Minimum Account Requirements

      Tomoro does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an
      investment management relationship. Certain Independent Managers may, however, impose more
      restrictive account requirements and billing practices from the Firm. In these instances, Tomoro may alter
      its corresponding account requirements and/or billing practices to accommodate those of the Independent
      Managers.