Common use of Other Financial Industry Activities and Affiliations Clause in Contracts

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives dispersed throughout the United States. LPL has a small number of employee investment advisor representatives whose services are limited to servicing certain small XXX accounts. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with Fortigent, a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. LPL and The Private Trust Company, N.A. (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accounts. PTC also provides personal trustee services to clients for a variety of administrative fiduciary service, which services may relate to a program account. PTC’s XXX custodian and trustee services and fees are established under a separate engagement between the client and PTC. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx.

Other Financial Industry Activities and Affiliations. ‌ LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs real estate investment trusts and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-independent- contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number of employee investment advisor representatives IARs whose services are limited to servicing certain small XXX accounts. IARs typically are also licensed registered representatives of LPL and may provide brokerage services on behalf of LPL. If required for their positions with a registered broker-broker- dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with FortigentIndependent Advisers Group (“IAG”), a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL has been retained by IAG to provide overlay research and model portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Programthrough IAG. LPL and The Private Trust Company, N.A. (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program client accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program an advisory account. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. LPL has an arrangement with Fortigent, LLC (“Fortigent”), a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING‌ Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx. Participation or Interest in Client Transactions LPL’s parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL does not permit its IARs to recommend or solicit orders of LPL Financial Holdings Inc. stock. As part of the RPCP services selected by the client, for example, vendor analysis services, an IAR may provide recommendations as to investment products or services. To the extent that IAR recommends that client invest in products and services that will result in compensation being paid to LPL and the IAR, this presents a conflict of interest. The compensation to IAR and LPL may be more or less depending on the product or service that the IAR recommends. Therefore, the IAR has a financial incentive to recommend that a recommendation be implemented using a certain product or service over another product or service. The client is under no obligation to purchase securities or services through LPL and the IAR. It is important to note that clients are under no obligation to implement a recommendation through LPL. Clients should understand that the investment products, securities and services that an IAR may recommend as part of the Programs are available to be purchased through broker-dealers, investment advisors or other investment firms not affiliated with LPL. Client should understand that LPL and IAR may perform advisory and/or brokerage services for various other clients, and that LPL and IAR may give advice or take actions for those other clients that differ from the advice given to the client. The timing or nature of any action taken for a client may also be different.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs real estate investment trusts and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number IARs are registered representatives of employee investment advisor representatives whose services are limited to servicing certain small XXX accountsLPL. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker a futures commission merchant with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with FortigentIndependent Advisers Group (“IAG”), a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL has been retained by IAG to provide overlay research and model portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Programfor certain accounts offered through IAG. LPL and The Private Trust Company, N.A. Company (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program account. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number of employee investment advisor representatives IARs whose services are limited to servicing certain small XXX accounts. IARs are registered representatives of LPL. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker a futures commission merchant with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with FortigentIndependent Advisers Group (“IAG”), a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL has been retained by IAG to provide overlay research and model portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Programfor certain accounts offered through IAG. LPL and The Private Trust Company, N.A. Company (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program account. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx. Participation or Interest in Client Transactions LPL does not engage in principal transactions with its clients in XXX accounts. LPL’s parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL does not permit its IARs to recommend or solicit orders of LPL Financial Holdings Inc. stock in XXX accounts. LPL provides investment consulting services to the investment advisor of the Optimum Funds mutual fund family. These services include assisting the investment advisor in determining whether to engage, maintain or terminate sub-advisors for the Optimum Funds. As compensation for these services, LPL receives an investment consulting fee of up to 0.285% of fund assets from the investment advisor to the Optimum Funds. In addition, the Chief Financial Officer of LPL serves as a Trustee of the Optimum Funds. The Optimum Funds are available to be purchased and sold in program accounts. The receipt of this investment consulting compensation by LPL presents a conflict of interest, because LPL has a financial benefit if an Optimum Fund is purchased in an account. However, the investment consulting compensation is retained by LPL and is not shared with its IARs. Therefore, there is no financial incentive for an IAR to recommend an Optimum Fund for purchase in a program account. LPL performs recordkeeping and administrative services on behalf of mutual funds and receives compensation for the services based on positions held by XXX clients. These services include establishing and maintaining sub-account records reflecting the issuance, exchange or redemption of shares by each program account. The compensation LPL receives for these services may be paid based on XXX client assets in the fund (up to 0.25%) or number of positions held by XXX clients in the fund (up to $20 per position). In addition, LPL may charge mutual fund product sponsors a one-time set up fee of up to $5000 per mutual fund to add the fund to its recordkeeping platform. LPL uses the recordkeeping fees it receives to reduce its trading costs, and therefore, assesses a lower transaction charge to clients for mutual funds. LPL does not share this compensation with its IARs. LPL makes available programs for cash in an account to be automatically swept to a money market fund or an interest-bearing Federal Deposit Insurance Corporation (“FDIC”)-insured deposit account. For more information about which types of accounts are eligible to use the different sweep options, please speak to your IAR. For accounts that are set up for cash to sweep to a money market fund -- the available sweep money market funds typically pay higher 12b-1 fees than other money market funds. In addition, LPL receives compensation of up to 0.35% of the LPL client assets invested in the sweep money market funds for recordkeeping services it provides for the funds. LPL also receives up to 0.15% of the LPL client assets invested in the sweep money market funds in connection with marketing support services LPL provides to the money market fund sponsors. For accounts that sweep cash to the multi-bank insured cash account program offered by LPL (the “ICA”) -- LPL receives a fee equal to a percentage of the average daily deposit balance in the ICA. The fee paid to LPL may be at an annual rate of up to an average of 200 basis points as applied across all ICA deposit accounts taken in the aggregate; therefore, on some accounts, fees to LPL may be higher or lower than this amount. The compensation LPL receives with respect to the ICA may be higher than if a client invests in other sweep investment options. LPL also makes available single-bank insured cash account programs. The banks sponsoring such programs may have an agreement with LPL for LPL IARs to offer advisory services on their premises. In the case of these single-bank programs, LPL may receive a fee from the bank of up to 0.50% of the LPL client assets deposited at the bank under the program for its sweep processing services. For additional information on the insured cash account program for the account, please see the applicable disclosure booklet available from IAR. The compensation that LPL receives related to an insured deposit account and the sweep money market funds is in addition to the Account Fee that LPL and IAR receive with respect to the assets in the sweep investment. This compensation related to the insured cash account and sweep money market funds presents a conflict of interest to LPL because LPL has a financial benefit if cash is invested in the insured cash account or the sweep funds. However, this compensation is retained by LPL and is not shared with its IARs. Therefore, this compensation does not cause an IAR to have a financial incentive to recommend that cash be held in the account instead of holding securities. Client should understand that LPL and IAR may perform advisory and/or brokerage services for various other clients, and that LPL and IAR may give advice or take actions for those other clients that differ from the advice given to the client. The timing or nature of any action taken for the account may also be different. Review of Accounts LPL reviews program accounts using a risk based exception reporting system that flags accounts on a quarterly basis for criteria such as performance, trading activity, and concentration. The Advisory Chief Compliance Officer of LPL oversees the process for reviewing flagged accounts. Such meetings may include review of accounts statements, quarterly performance reports, and other information or data related to the client’s account and investment objectives. LPL provides clients with regular written reports regarding their accounts. LPL provides detailed quarterly performance reports describing account performance and positions. LPL also provides an additional year-end report for accounts not established on a calendar quarter basis. In addition, LPL sends to clients trade confirmations and account statements showing transactions, positions, and deposits and withdrawals of principal and income. LPL does not send trade confirmations for systematic purchases, systematic redemptions and systematic exchanges. Portfolio values and returns shown in performance reports for the year-end time period may include mutual fund dividends paid out prior to December 31 but that were posted to the account within the first 2 business days of the subsequent year. The inclusion of such dividends in the year-end performance report may cause discrepancies between the report and the account statement client receives from LPL for the same period.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number dedicated team of employee investment advisor IARs who service certain accounts in the absence of an IAR. IARs are registered representatives whose services are limited to servicing certain small XXX accountsof LPL. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with Fortigent, a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. LPL and The Private Trust Company, N.A. (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accounts. PTC also provides personal trustee services to clients for a variety of administrative fiduciary service, which services may relate to a program account. PTC’s XXX custodian and trustee services and fees are established under a separate engagement between the client and PTC. Code IARs are permitted to engage in certain LPL-approved business activities other than the provision of Ethics brokerage and Personal Trading advisory services through LPL, and in certain cases, an IAR could receive greater compensation through the outside business than through LPL. An IAR could also be an accountant, real estate agent, tax preparer, lawyer or refer customers to other service providers and receive referral fees, for example. As other examples, an IAR could provide advisory or financial planning services through an independent unaffiliated investment advisory firm, sell insurance through a separate business, or provide third-party administration to retirement plans through a separate firm. If an IAR provides investment services to a retirement plan as a representative of LPL and also provides administration services to the plan through a separate firm, this typically means the IAR is compensated from the plan for the two services. If you engage with an IAR for services separate from LPL, you may wish to discuss with him or her any questions you have about the compensation he or she receives from the engagement. LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number dedicated team of employee investment advisor IARs who service certain accounts in the absence of an IAR. IARs are registered representatives whose services are limited to servicing certain small XXX accountsof LPL. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with Fortigent, a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. LPL and The Private Trust Company, N.A. Company (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program account. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. IARs are permitted to engage in certain LPL-approved business activities other than the provision of brokerage and advisory services through LPL, and in certain cases, an IAR could receive greater compensation through the outside business than through LPL. An IAR could also be an accountant, real estate agent, tax preparer, lawyer or refer customers to other service providers and receive referral fees, for example. As other examples, an IAR could provide advisory or financial planning services through an independent unaffiliated investment advisory firm, sell insurance through a separate business, or provide third-party administration to retirement plans through a separate firm. If an IAR provides investment services to a retirement plan as a representative of LPL and also provides administration services to the plan through a separate firm, this typically means the IAR is compensated from the plan for the two services. If you engage with an IAR for services separate from LPL, you may wish to discuss with him or her any questions you have about the compensation he or she receives from the engagement. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx. Participation or Interest in Client Transactions Purchases of mutual fund shares typically are processed through LPL’s proprietary account resulting in such purchases being characterized as principal transactions for certain reporting purposes. In such case, the shares will be purchased at the fund’s net asset value, and no additional charges will be applied to such transactions as a result of LPL’s use of a proprietary account. LPL does not otherwise engage in principal transactions with its clients in the program. LPL’s parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL Financial Holdings Inc. stock may not be purchased in PWP accounts. However, a PWP account may include a mutual fund or ETF that holds LPL Financial Holdings Inc. stock as an underlying investment, for example, an ETF that seeks to replicate the performance of an investment services index that includes LPL Financial Holdings Inc. 12b-1 Fees; Recordkeeping Services and Compensation; Revenue Sharing Arrangements. Some mutual funds and Program Share Classes in PWP charge shareholders a 12b-1 fee. To the extent a mutual fund or a Program Share Class charges a 12b-1 fee, the fee will be paid to LPL by the mutual fund. Any 12b-1 fees paid to LPL by mutual funds that are held in a retirement account will be credited to the account, while, LPL retains all 12b-1 fees paid to LPL by mutual funds that are held in non-retirement accounts. LPL performs recordkeeping and administrative services on behalf of mutual funds and receives compensation for the services based on mutual fund holdings of clients. These services include establishing and maintaining sub-account records reflecting the issuance, exchange or redemption of shares by each program account. A type of recordkeeping service that LPL provides to certain mutual fund families is to process transactions on an omnibus basis, which means that LPL consolidates client trades into one daily trade with a fund, and maintains all pertinent shareholder information for the fund. In some cases LPL earns recordkeeping compensation with respect to a Program Share Class but does not earn recordkeeping compensation, or earns less recordkeeping compensation, with respect to other share classes of the same fund that are not offered through the Program. If LPL does not provide omnibus services to a mutual fund, then fund shares are traded on a networked basis, which means LPL submits a separate trade for each individual client trade to the fund. In that case, LPL maintains only certain elements of the fund’s shareholder information. The compensation LPL receives from a fund for recordkeeping and administrative services is based on the amount of client assets that are invested in the fund (up to 0.25% annually), or the number of positions held by PWP clients in the fund (up to $25 per position). In addition, LPL charges a setup fee to product sponsors when adding new investment products or share classes of an investment product to LPL’s investment platforms. In the case of exchange traded products, LPL receives up to $7,500 per product. In the case of mutual funds, LPL receives a one-time set up fee of up to $40,000 to add the sponsor to its recordkeeping platform, which is the sum of a $15,000 due diligence fee and a setup fee of $5,000 per fund (up to a maximum of $25,000 total for all funds). LPL does not share this compensation with its IARs. LPL has fee arrangements with investment advisors or distributors (“sponsors”) of mutual funds and ETFs that are available for purchase through the Program, called revenue sharing. Under these arrangements, the sponsor pays LPL a fee based on the amount of client sales or assets invested in the sponsor’s funds or a fixed fee, and LPL provides marketing support to the sponsor and allows the sponsor to access IARs so that the sponsor can promote such mutual funds and/or ETFs. The maximum revenue sharing fee received by LPL under these arrangements is 0.15% annually. LPL does not accept revenue sharing fees for assets held in retirement accounts. LPL does not require that a fund sponsor participate in revenue sharing arrangements for the sponsor’s funds to be selected for a Portfolio. In some cases, LPL receives compensation from a fund for the provision of services in addition to LPL’s receipt of revenue sharing payments from the fund’s sponsors. Such compensation includes 12b-1 fees in the case of nonretirement accounts and mutual fund recordkeeping compensation (described above). LPL’s receipt of 12b-1 fees and recordkeeping compensation and LPL’s revenue sharing arrangements present conflicts of interest that affect LPL’s ability to provide clients with unbiased, objective investment advice concerning the selection of funds and share classes for a Portfolio in the case of Portfolios designed by LPL. In particular, LPL has a financial incentive: (i) to select a fund or a Program Share Class that charges a 12b-1 fee and/or pays recordkeeping compensation to LPL over another comparable fund or a share class that does not charge 12b-1 fees or pay recordkeeping compensation; (ii) to select a fund sponsored by a company that makes revenue sharing payments to LPL, instead of another comparable fund whose sponsor does not make such payments; and (iii) to select a fund or a Program Share Class that charges 12b-1 fees, pays recordkeeping compensation to LPL, or whose sponsor makes revenue sharing payments to LPL that, in each case, are comparatively higher than those charged or paid by another comparable fund or share class or a sponsor of such funds or share classes. Such other comparable funds and/or share classes may be more appropriate for a client than the fund or Program Share Class offered through the Program. LPL’s website xxx.xxx.xxx identifies the mutual funds that pay recordkeeping compensation and the mutual fund sponsors that make revenue sharing payments to LPL. LPL does not share 12b-1 fees, recordkeeping fees, or revenue sharing payments with IARs or PWP Advisors, and therefore, there is no financial incentive for an IAR or a PWP Advisor to select one fund or a Program Share Class over another comparable fund or share class on the basis of the 12b-1 fee, recordkeeping compensation, and revenue sharing payments that the fund or Program Share Class charges or provides to LPL. Cash Sweep Arrangements LPL makes available programs for cash in an account to be automatically swept to a money market fund or an interest-bearing Federal Deposit Insurance Corporation (“FDIC”)-insured deposit account. For more information about which types of accounts are eligible to use the different sweep options, please speak to your IAR. For PWP accounts that are set up for cash to sweep to a money market fund -- the available sweep money market funds typically pay higher 12b-1 fees than other money market funds. In addition, LPL receives compensation of up to 0.35% annually of the LPL client assets invested in the sweep money market funds for recordkeeping services it provides for the funds. LPL also receives up to 0.15% annually of the LPL client assets invested in the sweep money market funds in connection with marketing support services LPL provides to the money market fund sponsors. LPL receives up to 1.00% annually of LPL client assets in the sweep money market funds from the money market fund sponsor in connection with 12b-1 fees, recordkeeping and other compensation. For accounts that sweep cash to the multi-bank insured cash account program offered by LPL (the “ICA”)—LPL receives a fee equal to a percentage of the average daily deposit balance in the ICA. The fee paid to LPL is applied across all ICA deposit accounts taken in the aggregate; therefore, on some accounts, fees to LPL may be higher or lower than this amount. For accounts that sweep cash to the multi-bank deposit cash account program offered by LPL (the “DCA”)—LPL receives a flat monthly fee per account based upon the prevailing fed funds target rate. LPL’s compensation under the DCA program is not affected by the actual cash amounts held in your account. The compensation LPL receives with respect to the ICA or DCA may be higher than if a client invests in other sweep investment options LPL also makes available single-bank insured cash account programs. The banks sponsoring such programs have an agreement with LPL for LPL IARs to offer advisory services on their premises. In the case of these single-bank programs, LPL receives a fee from the bank of up to 0.50% annually of the LPL client assets deposited at the bank under the program for its sweep processing services. For additional information on the insured cash account program for your account, please see the applicable disclosure booklet available from IAR. The compensation that LPL receives related to ICA, DCA and the sweep money market funds is in addition to the Account Fee that LPL and IAR receive with respect to the assets in the sweep investment. This compensation related to ICA, DCA and sweep money market funds presents a conflict of interest to LPL because LPL has a financial benefit if cash is invested in the insured cash account or the sweep funds. However, LPL does not share this compensation with IARs. LPL Research does not take into account this compensation when it makes decisions on a Portfolio’s allocation to cash. Collateralized Lending Arrangements LPL offers a program that enables clients to collateralize certain investment accounts in order to obtain secured loans through banking institutions that participate in the program. LPL receives third party compensation from participant banks based on the amount of outstanding loans. Compensation can be up to 0.75% of the outstanding loan amount. This compensation to LPL varies, and, therefore, LPL can earn more or less depending on the bank selected by the client. This compensation is a conflict of interest to LPL because LPL has a financial incentive for the client to select a bank in the program, and a participating bank that pays LPL more. However, LPL does not share this compensation with its IARs, and therefore, an IAR does not have a financial incentive if one bank is selected over another. LPL’s interest in continuing to receive investment advisory fees gives LPL an incentive to recommend that clients borrow money rather than liquidating some of their assets managed by LPL, when it could be in a client’s best interest to sell such assets instead of using them as collateral for a loan. When a client pledges assets in an account, the client is a borrower and uses the cash and securities in the account as collateral for a loan and pays interest to the bank. Because of LPL’s arrangements with the banks participating in the program, clients may be limited in their ability to negotiate the most favorable loan terms. However, clients are not required to use the banks in LPL’s program, and can work directly with other banks to negotiate loan terms or obtain other financing arrangements. Clients should be aware that LPL’s collateralized loan program is one way, among many, for clients to obtain a secured loan. Clients should understand that the interest and additional fees paid to the bank in connection with the loan are separate from and in addition to the advisory fees the client pays LPL for its advisory services on the account. As an alternative, clients could pledge securities held in a brokerage account at LPL, under which clients would pay commissions for securities transactions instead of ongoing fees for investment advice.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives dispersed throughout the United States. LPL has a small number dedicated team of employee investment advisor representatives whose services IARs in its home office who service certain accounts in the absence of an IAR, and also a small subset of IARs who operate their own offices or are limited to servicing located on the premises of certain small XXX accountsfinancial institutions and are employees of LPL Employee Services, LLC, an LPL-affiliated company. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to the program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to the services provided under this program. LPL has an arrangement with Fortigent, a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. LPL and The Private Trust Company, N.A. (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program account. Because LPL and PTC are affiliated companies and share in revenues, there is a financial benefit to the companies if a client uses PTC as a custodian or for personal trustee services, or if a PTC client uses LPL as an investment advisor. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. LPL and Xxxxx & Company of Florida, LLC (“Xxxxx & Co.”), an investment advisor firm, are affiliated companies. In addition, investment advisor representatives of Xxxxx & Co. are typically brokerage registered representatives of LPL. Xxxxx & Co. recommends LPL’s advisory programs, including PWP. Because of the affiliation, Xxxxx & Co. has an incentive to recommend LPL advisory programs to clients over other programs and services. Fortigent, LLC (“Fortigent”), is a registered investment advisor and related person of LPL. From time to time, LPL registered representatives may enter into agreements with Fortigent for research and reporting services. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and investment advisor representatives (“IARs”). The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on at xxx.xxx/xxxxxxxxxxx.xxxx. Participation or Interest in Client Transactions Purchases of mutual fund shares may be processed through LPL’s website xxx.xxx.xxxproprietary account resulting in such purchases being characterized as principal transactions for certain reporting purposes. In such case, the shares will be purchased at the fund’s net asset value, and no additional charges will be applied to such transactions as a result of LPL’s use of a proprietary account. LPL does not otherwise engage in principal transactions with its clients in the program. For certain ETFs and stocks, LPL executes trades in fractional shares of those securities as an accommodation to clients. There is not an active open market for fractional shares, and executing trades with LPL is most often the only form of liquidity for a client that holds fractional shares in his or her account. LPL does not receive any compensation in addition to advisory fees for executing trades in fractional shares for a client’s advisory account. LPL will only buy and sell fractional shares when a client is also trading whole shares of the security, in connection with a dividend reinvestment plan, or to sell remaining fractional shares to close a position. Trades in fractional shares will happen on the same day and at the same price as a trade in whole shares, or otherwise at market closing price.

Other Financial Industry Activities and Affiliations. LPL is a broker-dealer registered with FINRA and the SEC. As a broker-dealer, LPL transacts business in various types of securities, including mutual funds, stocks, bonds, commodities, options, private and public partnerships, variable annuities, REITs and other investment products. LPL is registered to operate in all 50 states and has primarily an independent-contractor sales force of registered representatives and investment advisor representatives IARs dispersed throughout the United States. LPL has a small number dedicated team of employee investment advisor IARs who service certain accounts in the absence of an IAR. IARs are registered representatives whose services are limited to servicing certain small XXX accountsof LPL. If required for their positions with a registered broker-dealer, LPL’s principal executive officers are securities licensed as registered representatives of LPL. LPL is also registered as a transfer agent with the SEC and as an introducing broker with the Commodity Futures Trading Commission. In addition, LPL is qualified to sell insurance products in all 50 states. Associated persons of Advisor may also be broker-dealer registered representatives of LPL or another broker-dealer. If an associated person of Advisor is a broker-dealer registered representative of LPL, that person is providing advisory services to program account on behalf of Advisor. That person is not acting in a broker-dealer capacity or on behalf of LPL with respect to services provided under this program. LPL has an arrangement with Fortigent, a registered investment advisor and related person of LPL. LPL and Fortigent have entered into an agreement for LPL to provide overlay portfolio management services to Fortigent clients in Fortigent’s Access Overlay II Program. LPL and The Private Trust Company, N.A. (“PTC”), a federally chartered non-depository bank licensed to provide trust services in all 50 states, are related persons. PTC serves as XXX custodian for program accounts set up as individual retirement accountsIRAs and receives an annual maintenance fee for this service. PTC also provides personal trustee services to clients for a variety of administrative fiduciary serviceservices, which services may relate to a program account. PTC’s XXX custodian and trustee services and related fees are established under a separate engagement between the client and PTC. IARs are permitted to engage in certain LPL-approved business activities other than the provision of brokerage and advisory services through LPL, and in certain cases, an IAR could receive greater compensation through the outside business than through LPL. An IAR could also be an accountant, real estate agent, tax preparer, lawyer or refer customers to other service providers and receive referral fees, for example. As other examples, an IAR could provide advisory or financial planning services through an independent unaffiliated investment advisory firm, sell insurance through a separate business, or provide third-party administration to retirement plans through a separate firm. If an IAR provides investment services to a retirement plan as a representative of LPL and also provides administration services to the plan through a separate firm, this typically means the IAR is compensated from the plan for the two services. If you engage with an IAR for services separate from LPL, you may wish to discuss with him or her any questions you have about the compensation he or she receives from the engagement. Code of Ethics and Personal Trading LPL has adopted a code of ethics that includes guidelines regarding personal securities transactions of its employees and IARs. The code of ethics permits LPL employees and IARs to invest for their own personal accounts in the same securities that LPL and IARs purchase for clients in program accounts. This presents a conflict of interest because trading by an employee or IAR in a personal securities account in the same security on or about the same time as trading by a client can disadvantage the client. LPL addresses this conflict of interest by requiring in its code of ethics that LPL employees and IARs report certain personal securities transactions and holdings to LPL. LPL has procedures to review personal trading accounts for front-running. In addition, employees in LPL’s Research Department are required to obtain pre-clearance prior to purchasing certain securities for a personal account. Employees and IARs are also required to obtain pre-approval for investments in private placements and initial public offerings. A copy of the LPL code of ethics is available to clients or prospective clients upon request and is available on LPL’s website xxx.xxx.xxx. Participation or Interest in Client Transactions A purchase of mutual fund shares may be processed through LPL’s proprietary account resulting in such purchases being characterized as principal transactions for certain reporting purposes. In such case, the shares will be purchased at the fund’s net asset value, and no additional charges will be applied to such transactions as a result of LPL’s use of a proprietary account. LPL does not otherwise engage in principal transactions with its clients in the program. LPL’s parent company, LPL Financial Holdings Inc., is a publicly traded company. LPL Financial Holdings Inc. stock may not be purchased directly in OMP accounts. However, an OMP account may include a mutual fund that holds LPL Financial Holdings Inc. stock as an underlying investment. LPL provides investment consulting services to the investment advisor of the Optimum Funds. These services include assisting the investment advisor in determining whether to engage, maintain or terminate sub-advisors for the Optimum Funds. As compensation for these services, LPL receives an investment consulting fee of up to 0.22% of assets from the investment advisor to the Optimum Funds. In addition, the Chief Financial Officer of LPL serves as a Trustee of the Optimum Funds. LPL also performs recordkeeping and administrative services on behalf of the Optimum Funds and receives compensation for the services based on the number of positions held by OMP clients in the Optimum Funds ($16 annually per position). These services include establishing and maintaining sub-account records reflecting the issuance, exchange or redemption of shares by each program account. The receipt of this recordkeeping and investment consulting compensation by LPL presents a conflict of interest, because LPL has a financial benefit the more assets that are invested in the Optimum Funds. The investment consulting and recordkeeping compensation is retained by LPL and is not shared with its IARs. Cash Sweep Arrangements LPL makes available programs for cash in an OMP account to be automatically swept to a money market fund or an interest- bearing Federal Deposit Insurance Corporation (“FDIC”)-insured deposit account. For more information about which types of accounts are eligible to use the different sweep options, please speak to your IAR. For OMP accounts that are set up for cash to sweep to a money market fund -- the available sweep money market funds typically pay higher 12b-1 fees than other money market funds. In addition, LPL receives compensation of up to 0.35% annually of the LPL client assets invested in the sweep money market funds for recordkeeping services it provides for the funds. LPL also receives up to 0.15% annually of the LPL client assets invested in the sweep money market funds in connection with marketing support services LPL provides to the money market fund sponsors. LPL receives up to 1.00% annually of LPL client assets in the sweep money market funds from the money market fund sponsor in connection with 12b-1 fees, recordkeeping and other compensation. For accounts that sweep cash to the multi-bank insured cash account program offered by LPL (the “ICA”)—LPL receives a fee equal to a percentage of the average daily deposit balance in the ICA. The fee paid to LPL is applied across all ICA deposit accounts taken in the aggregate; therefore, on some accounts, fees to LPL may be higher or lower than this amount. For accounts that sweep cash to the multi-bank deposit cash account program offered by LPL (the “DCA”)—LPL receives a flat monthly fee per account based upon the prevailing fed funds target rate. LPL’s compensation under the DCA program is not affected by the actual cash amounts held in your account. The compensation LPL receives with respect to the ICA or DCA may be higher than if a client invests in other sweep investment options. LPL also makes available single-bank insured cash account programs. The banks sponsoring such programs may have an agreement with LPL for LPL IARs to offer advisory services on their premises. In the case of these single-bank programs, LPL receives a fee from the bank of up to 0.50% annually of the LPL client assets deposited at the bank under the program for its sweep processing services. For additional information on the insured cash account program for your Account, please see the applicable disclosure booklet available from IAR. The compensation that LPL receives related to ICA, DCA and the sweep money market funds is in addition to the Account Fee that LPL and IAR receive with respect to the assets in the sweep investment. This compensation related to ICA, DCA and sweep money market funds presents a conflict of interest to LPL because LPL has a financial benefit if accounts invest in ICA, DCA or the sweep funds. However, LPL Research does not take into account this compensation when it makes decisions on a Portfolio’s allocation to cash. LPL does not share this compensation with IARs. Collateralized Lending Arrangements LPL offers a program that enables clients to collateralize certain investment accounts in order to obtain secured loans through banking institutions that participate in the program. LPL receives third party compensation from participant banks based on the amount of outstanding loans. Compensation can be up to 0.75% of the outstanding loan amount. This compensation to LPL varies, and, therefore, LPL can earn more or less depending on the bank selected by the client. This compensation is a conflict of interest to LPL because LPL has a financial incentive for the client to select a bank in the program, and a participating bank that pays LPL more. However, LPL does not share this compensation with its IARs, and therefore, an IAR does not have a financial incentive if one bank is selected over another. LPL’s interest in continuing to receive investment advisory fees gives LPL an incentive to recommend that clients borrow money rather than liquidating some of their assets managed by LPL, when it could be in a client’s best interest to sell such assets instead of using them as collateral for a loan. When a client pledges assets in an account, the client is a borrower and uses the cash and securities in the account as collateral for a loan and pays interest to the bank. Because of LPL’s arrangements with the banks participating in the program, clients may be limited in their ability to negotiate the most favorable loan terms. However, clients are not required to use the banks in LPL’s program, and can work directly with other banks to negotiate loan terms or obtain other financing arrangements. Clients should be aware that LPL’s collateralized loan program is one way, among many, for clients to obtain a secured loan. Clients should understand that the interest and additional fees paid to the bank in connection with the loan are separate from and in addition to the advisory fees the client pays LPL for its advisory services on the account. As an alternative, clients could pledge securities held in a brokerage account at LPL, under which clients would pay commissions for securities transactions instead of ongoing fees for investment advice.