Marketriders Inc

ITEM 5: FEES AND COMPENSATION
A. FEE SCHEDULE

SAM Managed Account Service Fees

SAM is compensated for its Managed Account services by charging a fee based on the net market value of a Client’s

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Account. SAM reserves the right, in its sole discretion, to negotiate, reduce or waive the advisory fee for certain Client
Accounts for any period of time determined by SAM. In addition, SAM may reduce or waive its fees for the Accounts of some
Clients without notice to, or fee adjustment for, other Clients.

The annual management fee for SAM Standard Service managed accounts is 0.75% on the assets under management in the
account. For Enhanced Service accounts, in addition to the Standard Service management fee, SAM charges an additional fee
as negotiated with each client, not to exceed another 0.75%. MarketRiders charges a minimum monthly fee of $5. Fees are
charged on a monthly basis as explained below.

MarketRiders Online Subscription Service Fees

For Clients who elect the subscription service, they pay a subscription fee of $14.95 monthly or $149.95 annually, which
provides them access to MarketRiders software allowing them to build and manage their MarketRiders portfolios. These
subscription fees are paid in advance with some Clients being offered a free trial period. Subscription fees that are charged in
advance will be refunded at the Client's request, prorated by the amount of time that has elapsed during the subscription
period. All new Clients receive a 30-day free trial that can be terminated during the trial period without penalty. After the 30-
day free trial, Clients may terminate their account at any time through the account management function on the MarketRiders
website and no further charges will be made to their bank or credit card.

B. PAYMENT OF FEES

Payment of MarketRiders Online Subscription Service Fees

Online Subscription Service fees are paid via credit or debit card in advance. Subscription fees that are charged in advance
will be refunded at the Client's request in the event the Client terminates the account before the end of the prepaid period.
Any refund will be prorated by the amount of time that has elapsed during a subscription period prior to account
termination.

Payment of SAM Managed Account Service Fees

SAM Managed Account fees for Standard Service and Enhanced Service accounts are charged in arrears, and are calculated
on a continuous basis and deducted from Client Accounts each month as follows: SAM calculates a daily advisory fee, which
is equal to the fee rate multiplied by the net market value of the Client’s Account as of the close of trading on the New York
Stock Exchange (“NYSE”) (herein, “close of markets”) on such day, or as of the close of markets on the immediately preceding
trading day for any day when the NYSE is closed, and then divided by 365 (or 366 in any leap year). The advisory fee for a
calendar month is equal to the total of the daily fees calculated during that month (less any deductions or fee waivers) and is
deducted from Client Accounts no later than the tenth business day of the following month.

C. BROKERAGE SERVICES; OTHER FEES

SAM will use its affiliate company, SogoTrade, Inc. (“Broker”), as the introducing broker- dealer for client accounts. Clients
agree that Broker will effect trades in their accounts and will be responsible for confirmations and statements. Broker utilizes
APEX Clearing Corporation as a custodian to hold clients’ funds and ETF shares in safekeeping and to clear, and settle ETF
trades. SAM includes the cost of the Broker’s transaction as part of its management fees, and therefore Clients pay no
commissions for trading activity in the accounts. The Broker may also impose various fees for transferring securities and for
other services. Clients may be responsible for paying all or some of these fees, which are in addition to the SAM management
fee. These other fees are subject to change by Broker without warning. Management fees may be charged by third-party ETF
companies and are not included as part of the SAM fee. ETF expenses are deducted from the securities on the exchange, not
from a client’s account.

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D. PREPAYMENT OF FEES

MarketRiders collects subscription fees in advance. SAM does not require nor does it solicit pre-payment of any Management
Fees. All managed fees are paid based on service provided.

E. OUTSIDE COMPENSATION FOR THE SALE OF SECURITIES T O CLIENTS

Neither SAM nor its supervised persons accept any compensation for the sale of securities or other investment products,
including asset-based sales charges or services fees from the sale of mutual funds.

ITEM 7: TYPES OF CLIENTS
The Firm’s managed and subscription services are primarily available to the following Types of Clients:

   • Individuals

   • High-Net-Worth Individuals

   • Small business owners

   • Trusts, Corporations and Partnerships

Minimum Account Size

There is no account minimum for participation in the Online Subscription Service. For Managed Accounts, there is an account
minimum of $1,000 for the SAM Core portfolios and $25,000 for the SAM Power Portfolios.

ITEM 8: METHODS OF ANALSIS, INVESTMENT
STRATEGIES AND RISK OF INVESTMENT LOSS
A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES

SAM’s method of analysis is based on modern portfolio theory. Modern Portfolio Theory focuses on asset allocation through
the use of Exchange Traded Funds and the implementation of periodic rebalancing when target allocations move outside of
defined ranges. As part of this strategy, SAM employs a “buy and hold” approach to asset management based on the belief
that no one can time the market. The focus for the investor should be how much the investor can risk losing and how long they
are willing to keep money in the market.

The algorithms SAM employs are created and managed by the SAM portfolio management team. Algorithms are used to build,
manage and rebalance portfolios of Exchange Traded Funds (“ETFs”) in all our managed client accounts by incorporating
mathematical formulae and computer code. The algorithms optimize the portfolio building functions, allocate assets across
asset classes, and periodically rebalance the SAM client portfolios. These algorithms consider historical prices of securities and
market indices, and assume that historical patterns will continue into the future. These algorithms may not perform as intended
for numerous reasons, including incorrect assumptions, changes in short and long-term market conditions, and/or changes to

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data inputs. SAM may also periodically modify these algorithms, the computer code, or the underlying assumptions, and these
changes may have unintended consequences.

Additional information published by the Securities and Exchange Commission regarding Client considerations for automated
(robo advisor) digital       investment advisory platforms is available at https://www.sec.gov/oiea/investor-alerts-
bulletins/ib_robo-advisers.html.

All recommended portfolio positions and rebalancing recommendations generated by the SAM algorithms are not
automatically executed, and SAM will review and approve all trades recommended by SAM algorithms before they are
executed. The algorithms are periodically tested (at least quarterly) using back-testing of the rules contained within the
algorithms. Regardless, there is always a risk the algorithms will not perform as anticipated. The algorithms are reviewed and
tested by both computer engineering and licensed investment personnel. In some cases, the SAM portfolio manager may take
action different from that which is recommended by the algorithms, for instance, during extreme market volatility. SAM may
change the specific ETFs that comprise a particular portfolio without notice to clients.

During the signup process clients are required to answer questions regarding their time horizon, investment goals, account
size, and their personal level of risk. The SAM algorithms take these inputs into account, making long-term portfolio
recommendations based on them. During the SAM account opening process, SAM also gathers other information from the
client including account type, employment status, tax bracket, income and net worth. This information is not used by the
algorithms for setting portfolio recommendations, but are reviewed and considered by the SAM FAs and portfolio managers.
Issues such as client debts, monthly income needs, and assets held outside of SAM are not taken into account by the algorithm
nor as part of the portfolio recommendation and implementation process. Accordingly, the portfolio recommended by the SAM
algorithms may not be suitable for all clients based on their complete financial situation.

SAM currently offers three sets of portfolios with distinct investment styles. These include the following:

   • SAM Core Portfolios: these portfolios offer a set of globally diversified stock and bond allocations comprised of low-
     cost, liquid, well-diversified, index-tracking ETFs from various providers.
   • SAM Power Portfolios: these portfolios are designed to outperform certain market indices at various levels of risk
      by incorporating strategies to better reduce portfolio volatility than is possible with SAM’ core portfolios. These
      portfolios have a US small capitalization and value tilt.
   • SAM PowerYield Portfolio Series: these portfolios use a buy-write ETF strategy to seek to generate income and potential
      total return by investing primarily in ETFs that track equity specific investments, as described below.

You can learn more about SAM’S investment advice and methodologies by accessing the Methodology page at
https://power.sogtrade.com. Clients may impose reasonable restrictions on the management of their accounts, including what
ETF funds they would not like to hold in their account. These restrictions may be placed on the account by contacting the
Client’s assigned investment advisor during or after the portfolio creation process. SAM reserves the right to determine
whether any proposed restriction by the Client is reasonable.

PowerYield Portfolio Series

Strategy Description
The Buy-Write ETF Strategy seeks to generate income and potential total return by investing primarily in exchange-traded
funds (ETFs) that track equity specific investments. The strategy is commonly referred to as a "buy-write" or "covered call"
approach.
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