RPOA Advisors Inc

Item 5 • Fees and Compensation

We charge an annual advisory fee, which is either a tiered fee or a flat fee, based on the amount of your
assets we manage (the “advisory fee”). The flat advisory fee is generally equal to 1.30% of the assets under
management, including cash and cash equivalents.
Certain legacy clients may pay a lower fee of 1.25% of the assets under our management, including cash
and cash equivalents.
RPOA Direct clients are charged an annual fee of 1.85% of the assets under our management, including
cash and cash equivalents. If a client’s assets rise above $275,000 via market appreciation and/or
additional funding by the 15th of the last month in a quarter, the client’s fees are lowered to the rate above
the following quarter. If a client’s assets move above $250,000, but less than $275,000, via additional
funding from the client by the 15th of the last month in the quarter, the client’s fees are lowered the
following quarter. However, if a client’s assets move above $250,000 but less than $275,000 via only
market appreciation, their accounts will remain at the 1.85% fee level.
Variable annuity accounts and those held away accounts accessed through Pontera are subject to a flat
negotiable fee, not to exceed 1.25%, even if those accounts are valued at less than $250,000.
Our advisory fee is payable quarterly in arrears or in advance, as set forth in your investment advisory
agreement. In either event the fee is based on the value of your account on the last day of the preceding
quarter.
We may, in our sole discretion, choose to negotiate our advisory fee upon specific request, which would
consider certain criteria including but not limited to: the scope and complexity of the engagement; the
anticipated number of meetings and servicing needs; the amount of assets to be managed; related
accounts; future earning capacity; anticipated future additional assets; and prior relationships with RPOA
and its representatives. As a result, certain clients may have fees that differ from those specifically set
forth in the fee schedule above, and similarly situated clients could pay different fees to RPOA.

9       2820 Dallas Parkway, Suite 300 • Plano, TX 75093 • Telephone 469.246.3600 • Facsimile 469.246.3696 • www.rpoa.com

Upon client request, we may agree to “householding” the advisory fee for accounts held at Pershing and
being charged under a tiered schedule. This accommodation is generally reserved for clients with $1M or
more under RPOA’s management, but is ultimately subject to the client’s primary investment adviser
representative’s (“IAR’s”) sole discretion. In these cases, RPOA combines managed account values for
family members living in the same household to increase the managed asset total, and ultimately reduces
the fee based on available breakpoints. This creates a conflict of interest because the IAR is incentivized
not to enter a householding arrangement to increase their ultimate compensation. This may also cause
similarly situated clients to pay different fees as a result. Householding of accounts is not available for
variable annuity management or held away accounts accessed through Pontera. Lastly, existing accounts
may be subject to varying compensation arrangements, which could be based on preexisting service
offerings. As a result, similarly situated clients could pay different fees to RPOA and similar advisory
services may be available from other investment advisers for similar or lower fees.

In addition to our advisory fee, accounts in the Program and held at Pershing are subject to an annual
platform fee of 0.40%. Pershing is responsible for calculating the platform fee, and this fee is not
negotiable.
For initial billing periods that do not constitute a full billing quarter, the advisory fee and platform fee will
be calculated based upon the initial deposit amount, prorated based on the number of days in the billing
period during which the investment advisory agreement was in effect. For subsequent billing periods, the
advisory fee and platform fee will be based on the quarter end value for all assets in your managed
accounts held with Pershing, as determined by Pershing’s asset-based billing engine. Advisory fees and
platform fees will be adjusted according to the terms of the Adjustments for Deposits and Withdrawals of
Assets section below.
We established the platform fee in consultation with Pershing. We negotiated to pay Pershing an annual
asset-based brokerage charge at a maximum rate of 0.16%, which decreases as the amount of assets held
in the Program at Pershing increases. This means that we retain at least 0.24% of the platform fee and up
to 0.28% should we maintain $10 billion in the Program at Pershing. This presents a conflict of interest,
because it incentivizes us to use Pershing as opposed to another broker-dealer/custodian with whom we
do not have such an arrangement; and incentivizes us to recommend that you increase the amount of
assets you hold in the Program. We have reached an agreement with Pershing under which we will
temporarily retain the entire platform fee. This arrangement will continue until the portion of the platform
fee that we would have retained under the agreed upon fee split arrangement (e.g., our retained portion
of at least 0.24%) reaches $3 million. This temporary arrangement further compounds the conflict of
interest, for the time period during which we retain a greater portion of the platform fee. We try to
mitigate these conflicts of interest by disclosing them to you, providing investment advice without regard
to the expenses we incur, or the fees we receive under the Program; adhering to our fiduciary duty when
making investment recommendations, so that we make recommendations that are consistent with each
client’s investment objective and savings strategy.

10      2820 Dallas Parkway, Suite 300 • Plano, TX 75093 • Telephone 469.246.3600 • Facsimile 469.246.3696 • www.rpoa.com
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Item 7 • Types of Clients

We offer investment advisory services to individuals, high net worth individuals, defined benefit plans,
participant and non-participant directed defined contribution plans, and institutions.
In general, clients can open and maintain an advisory account with no minimum balance requirement.
However, the IAR servicing your account may set a minimum, or decline to accept your account, if the
amount you have available to invest is too small to effectively manage, for example, the account size is
too small to permit diversification, or the management fee charged would be excessive in comparison to
the account balance.
For clients with investable assets of $250,000 or less, services will be provided under the RPOA Direct
program.
Please note a minimum balance of $1,000 is required for an account to be managed at Pershing. If the
account value drops below $1,000, measured as of month end, it will automatically be considered a
courtesy account, which means that it will not be managed by RPOA and will not be charged an advisory
fee. If the account value subsequently increases to over $1,000, it may be placed back under RPOA’s
management as agreed between RPOA and the client.