Sowell Financial Services LLC

Item 5. Fees and Compensation

 Investment Management Fees

 Sowell Management offers investment management services for an annual fee based on the amount of assets
 under the Firm’s management. This management fee generally varies up to 2.5% per annum, depending upon the
 size and composition of a client’s portfolio, the type of services rendered and the investment adviser
 representative providing the advice and managing the client relationship. The fact that the investment adviser
 representative working with the client can determine the advisory fee may result in clients with similar
 circumstances paying different fees to the Firm.

 Although the annual fee is typically charged in advance, based upon market value of the assets being management
 by Sowell Management on the last day of the previous billing period; the annual fee may also be billed in arrears.
 In so doing, the Assets Under Management shall be multiplied by the Annual Fee Rate adjusted for either a
 monthly (1/12) or quarterly (1/4) billing. As an example of typical advanced billing, for the quarter beginning
 April 1st, the fees would be calculated based on the assets under management at the close of market on March
 31st. Initially, the annual fee will be prorated based on the initial market value of the assets upon inception for
 the remainder of the billing period. Other fee arrangements may be agreed to with prior approval.

 If assets in excess of $0 are deposited into or withdrawn from an account after the inception of a billing period,
 the fee payable with respect to such assets is adjusted in the next billing cycle to reflect the interim change in
 portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. Cash is considered
 an asset class and Sowell Management does include cash balances in its fee calculation. Your fee will exceed the
 money market yield when money market yields are below your agreed upon fee.

 The Investment Advisory Agreement may be terminated by the client within five (5) business days of signing the
 Agreement without penalty or incurring any advisory fees. 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.

 Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-
 away assets, accommodation accounts, alternative investments, etc.), Sowell Management may negotiate a fee
 rate that differs from the range set forth above.

 Clients should also note that fees for comparable services vary and lower fees for comparable services may be
 available from other firms or sources.

 Third Party Investment Advisory Fees

 The compensation the Firm receives from third-party managers is disclosed in separate disclosure documents.

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Disclosure Brochure                                                    Sowell Management

 Compensation is typically equal to a percentage of the investment management fee charged by the third- party
 asset manager or a fixed fee. A disclosure document provided by the Firm will clearly state the fees payable to
 the Firm and whether the payment of the Firm’s fee will increase the total fees the client must pay to the third-
 party manager. Since the compensation the Firm receives may differ depending on the agreement with each third-
 party manager, the Firm may have an incentive to recommend one third-party manager over another.

 Fees paid by clients to independent third-party managers are established and payable in accordance with the ADV
 Part 2A brochure or other equivalent disclosure document of each independent third-party manager to whom the
 Firm refers its clients and may or may not be negotiable. The facts and circumstances of negotiability are
 contained in the disclosure documents of each third-party manager.

 Clients will be responsible for the payment of all third-party fees (including, without limitation, any custodian
 fees, brokerage fees, mutual fund fees, distribution fees, shareholder servicing fees, transaction fees, Platform
 fees, taxes, fees of other service providers or consultants engaged by the primary investment adviser, etc.). Those
 fees are separate and distinct from the fees and expenses charged by Sowell Management.

 Clients who are referred to third-party investment managers will receive a Part 2A brochure providing details of
 services rendered and fees to be charged. Clients will receive copies of the Firm’s and third-party investment
 managers’ Parts 2A at the time of the referral.

 Sub-Advisory Fees

 Fees charged by Sub-advisors will be set forth in either the investment advisory agreement with the client or in
 the Sub-Advisory agreement between the Firm and the Sub-Advisor. Platform fees will be negotiated by the
 Firm and the Subadvisor. The firm may receive a discount for assets placed on the Sub-Advisor’s platform. The
 Firm does not charge additional fees in order to cover the cost of services provided by the Sub-advisors. The
 Firm receives compensation pursuant to its agreements with Sub-advisors. The compensation is generally a
 percentage of the assets under management but may vary depending upon the range of services. Fees are payable
 in accordance with the provisions of the Sub-advisor’s ADV Part 2A brochure.

 The account custodian collects investment management fees and allocates them among all interested parties. The
 ADV Part 2A brochure or equivalent disclosure document of the Sub-advisor contains complete information
 regarding interested parties.

 Sub-Advisory or Tri-Party Fees

 As discussed above, there will be occasions where Sowell Management acts as a sub-adviser to other registered
 investment advisers. In those circumstances, the other investment adviser maintains the primary client
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Item 7. Types of Clients

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Disclosure Brochure                                                     Sowell Management

 Sowell Management offers services to individuals, banks or thrift institutions, pension and profit-sharing plans,
 trusts, estates, foundations, charitable organizations, corporations, business entities and other registered
 investment advisers.

 Minimum Account Value

 Sowell Management generally imposes a minimum portfolio value of $50,000. Sowell Management may, in its
 sole discretion, accept clients with smaller portfolios based upon certain criteria, including anticipated future
 earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts,
 account composition, pre-existing client, account retention, and pro bono activities. Sowell Management only
 accepts clients with less than the minimum portfolio size if the Firm determines the smaller portfolio size will
 not cause a substantial increase of investment risk beyond the client’s identified risk tolerance. Sowell
 Management may aggregate the portfolios of family members to meet the minimum portfolio size.

 Certain Independent Managers may, however, impose more restrictive account requirements and billing practices
 from the Firm. In these instances, Sowell Management may alter its corresponding account requirements and/or
 billing practices to accommodate those of the Independent Managers.

 In addition, the Firm generally imposes a minimum quarterly fee of $25 per household. This minimum fee may
 cause clients with smaller accounts to incur an effective fee rate that is higher than the Firm’s stated fee schedule.