* * ADVISORY ACCOUNT DISCLOSURE Booklet

Transcription

1 ADVISORY ACCOUNT DISCLOSURE Booklet (ADVISOR Managed NON-UMA Accounts) Voya Financial Advisors, Inc. Member SIPC 699 Walnut Street, Ste. 1000, Des Moines, IA Phone: Fax: The following contains additional terms, services and conditions of VFA s Advisor Managed Non-UMA Account Programs, including but not limited to the Rep as Manager Program, and VFA s Investment Policy Statement ( IPS ). Client must receive this document and review with his or her Investment Adviser Representative when discussing programs detailed in the Advisory Account Worksheet or Rep as Manager Worksheet. I. ADVISORY ACCOUNT Disclosure Booklet 1. BROKERAGE, CUSTODIAL AND ADMINISTRATIVE SERVICES a. Client authorizes and directs Sponsor and IAR on behalf of Client to open a custodial account with respect to certain assets in the Account with Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation, One Pershing Plaza, Jersey City, NJ ( Pershing or Custodian ), and, subject to, the services and conditions outlined in the Advisory Account Worksheet or Rep as Manager Worksheet (references to the Worksheet or Agreement herein shall refer to either the Advisory Account Worksheet or Rep as Manager Worksheet, depending upon Client s particular program) and herein, Client directs that all investment and investment-related activity in connection with the custodial account and payment of fees as provided in the Agreement shall be effected through the custodial account at Pershing. Pursuant to an agreement between Pershing and Sponsor, Pershing shall execute and clear all transactions, and hold all funds and securities in Client s Account, as directed by Sponsor. Transactions in the Account may incur additional transaction fees, commissions, and/or other charges. Therefore, the costs to the Client for participation in the Program may be more or less than the cost of purchasing similar services separately. b. Sponsor may, but is not required to, aggregate orders for the sale or purchase of securities for the Account with orders for the same security for other clients, including its employees and their related persons. In such cases, each Account will be charged or credited with the average price per unit, and where applicable, with brokerage costs and other fees. c. As permitted by applicable law, Sponsor may act as agent or as principal for its own account in transactions with respect to the Account. Client expressly authorizes Sponsor to effect agency cross transactions (i.e., transactions for which Sponsor or an affiliate acts as a broker for both parties in a transaction), which may result in conflicting loyalties. Client may revoke this authorization to effect agency cross transactions at any time by written notice to Sponsor. With Client s prior authorization and consent, Sponsor may engage in and execute riskless principal transactions in bonds (fixed income securities) on Client s behalf. A riskless principal transaction is one where Sponsor has received an order from Client to purchase or sell a bond and then Sponsor purchases or sells the bonds to or from a dealer in its principal trading account and immediately purchases or sells the bonds to or from Client. Client may revoke this authorization to effect riskless principal transactions at any time by written notice to Sponsor. Purchasing and selling bonds to Client in a riskless principal transaction may present conflicts of interests. While Sponsor does not maintain any inventory of bonds, it does use the services of, relies upon, and purchases or sells the bonds that it purchases and sells to Client from its clearing firm, Pershing and other bond dealers who may maintain inventories of certain bonds. Pershing and other bond dealers have a financial incentive to purchase or sell those bonds. In addition, Sponsor does not search all bond dealers that may have those or similar bonds available for Client to purchase or sell at higher or lower prices. Sponsor addresses these conflicts by verifying that Pershing or other bond dealers it purchases or sells bonds to or from have provided Client with best execution price for the bonds Client purchased or sold. Sponsor also periodically verifies and compares the prices of other bond dealers it does not purchase or sell bonds to or from to ensure our clients are receiving the best execution price. Additionally, since Sponsor does not maintain inventories of bonds, and only purchases or sells the bonds to Client when Client authorizes it to enter an order on Client s behalf, Sponsor receives no additional financial incentive for Client s purchase or sale of the bonds. Please refer to Sponsor s Form ADV Part 2A Disclosure Brochure for more information regarding conflicts of interest. d. Pershing shall maintain sole custody of assets in the Account and perform such custodial functions, including, but not limited to, crediting of interest and dividends on Account assets and other custodial functions customarily performed with respect to securities brokerage accounts. The Client shall retain ownership of all cash, securities, and other instruments in the Account. e. Sponsor and Pershing are expressly precluded from taking any action or rendering any advice to the Client with respect to the voting of proxies solicited by, or with respect to, the issuers of any securities held in the Account. Client expressly retains the authority and responsibility to vote proxies for the Account. In addition, Sponsor and Pershing have no obligation to render advice or take any action with respect to securities or other investments, or the issuers thereof, which become subject to any legal proceedings, including bankruptcies. * * Page 1 of 11 Order # /01/2018

2 I. ADVISORY ACCOUNT Disclosure Booklet (Continued) 2. INVESTMENT IN AFFILIATED PRODUCTS (Note: Affiliated Products are Prohibited in the Rep as Manager Program.) Client authorizes that, in addition to the money market funds in the Advisory Account Worksheet and subject to the services and conditions outlined on the Advisory Account Worksheet and herein, all or part of the Account may be invested in shares of one or more mutual funds or similar pooled products for which an affiliate of Sponsor serves as investment adviser or other service provider ( Affiliated Product ) if such investment in the Affiliated Product(s) is suitable based on yield, risk, charges, nature of investment program, liquidity, and other relevant factors, based on Client s financial situation and investment objectives. An affiliate serving as an investment adviser or other service provider to an Affiliated Product will receive a management fee from the Affiliated Product as set forth in the Affiliated Product s prospectus, and it or its affiliates may receive other compensation in connection with the operation and/or sale of shares of the Affiliated Product, to the extent permitted by applicable law. By executing this agreement, Client has consented to the investment of Affiliated Products in Client s Account. Client may revoke this consent at any time. Assets invested in Affiliated Products are included in the Asset-Based Fee calculation described in Client s Advisory Account Worksheet and herein and no portion of any Affiliated Product s advisory, administrative, service or other fees will be offset against the Asset-Based Fee. 3. CLIENT S RESPONSIBILITIES Client recognizes that the value and usefulness of the advisory services provided by Sponsor will be dependent upon information that Client provides and upon Client s active participation in the formulation of the Account s investment objectives. Client will complete a Risk Tolerance Questionnaire with the assistance of the IAR. Client will also provide copies of documents as Sponsor may reasonably request, in order to facilitate evaluation and implementation of the Client s investment plan. Client shall advise Sponsor promptly and in writing if the Client s financial situation or objectives change. In addition, Client is responsible for notifying Sponsor if Client wishes to impose reasonable restrictions on the management of the assets in the Program; provided however, that Sponsor may refuse to accept or to continue to manage such Program assets, as the case may be, if it determines such restrictions are unreasonable. If Client refuses to modify or withdraw such restrictions after Sponsor has notified Client that the restrictions are unreasonable and given Client an opportunity to withdraw or modify the restrictions, then a Client Account will not be opened, or in the case of an existing Account, such Account will be closed and (i) Sponsor will no longer be responsible for implementing investment decisions for the Account, and (ii) all holdings will be transferred into a brokerage account in Client s name held through Sponsor. 4. COMPENSATION a. Asset-Based Fee: The Account will be charged an annualized asset-based fee ( Asset-Based Fee ) for Program services as described here and in Section 8 of the Worksheet unless other servicing arrangements have been agreed to by Client in writing. As the portfolio allocations increase, the assets may be charged successively lower percentages, as the total Asset- Based Fee is a blended rate based on the total portfolio value as of the last business day of the preceding calendar quarter. Client understands and agrees that Sponsor may change the client fee schedule identified in the Worksheet at any time by giving thirty (30) days prior written notice. At such time, the new Asset-Based Fee will become effective unless Client has terminated this Agreement as provided in the Worksheet. Client understands and agrees that Sponsor, Pershing, their Affiliates and their representatives, consultants, or other agents in connection with the performance of their respective services, shall be entitled to and will share in the Asset-Based Fee. b. Payment Schedule and Account Valuation: The Client shall pay the Asset-Based Fee quarterly or monthly in advance. The first payment is due when a deposit or transfer occurs in the Account and will be based upon the opening value of the Account. The first payment will be prorated if this Agreement is executed at any time other than on the first day of a calendar quarter. Subsequent Asset-Based Fees are determined on the first day of each calendar quarter based on the portfolio value of the Account assets as of the close of business on the last business day of the preceding quarter and are payable in advance (except as otherwise provided in Section 5 herein of this document with respect to assets deposited during a quarter). Portfolio value of the Account for purposes of this Agreement will be determined by Pershing in accordance with its normal practices and procedures and such determination will be binding on the parties to this Agreement absent bad faith or manifest error. c. Other Fees and Compensation: Sponsor may receive payments from the funds or other compensation from the sponsors of such mutual funds. Such fee arrangements typically are disclosed in a fund s prospectus. Pershing assesses annual custodial fees on retirement accounts, such as IRAs. This fee may vary depending on the types of investments held in the account. For instance, accounts that hold mutual funds may be assessed a lower custodial fee than accounts that hold stocks and bonds. In addition, Pershing charges termination fees on retirement accounts and transfer out fees on all non-retirement accounts. Clients should refer to their agreement(s) with Pershing for further information regarding custodial, termination, or transfer fees. The Account may pay charges imposed by third parties for investments held in the Account or transaction-related taxes or fees or other fees or taxes required by law. Additional information on fees and compensation and related conflict of interest is contained in Sponsor s Form ADV Part 2A Disclosure Brochure. Page 2 of 11 Order # /01/2018

3 I. ADVISORY ACCOUNT Disclosure Booklet (Continued) 5. ADDITIONS AND WITHDRAWALS Client may make additions to or withdrawals from the Account at any time, subject to Sponsor s right to terminate the Account if it falls below the minimum account value as determined by Sponsor from time to time or as otherwise provided in the Worksheet. Additions may be in cash or securities, provided that Sponsor reserves the right to decline to accept particular securities into the Account or to impose a waiting period before certain securities may be deposited. If cash or securities are accepted for management in the Account during the quarter, a prorated Asset-Based Fee based on the value of the assets will be charged. Client may request periodic withdrawals; and alternatively, may withdraw Account assets subject to the usual and customary securities settlement procedures. Client acknowledges that Account is responsible for any charges, including contingent deferred sales charges, surrender charges, or redemption fees, that apply to redemptions or liquidations of securities held in the Account. Clients will receive a prorated refund of unearned fees based on the amount of any assets withdrawn during the quarter or month, depending upon the billing cycle of Client s Account. No Asset-Based Fee adjustment will be made during any quarter for appreciation or depreciation in Account asset value during that period. 6. FOR ERISA ACCOUNTS ONLY (Note: ERISA Accounts are Prohibited in the Rep as Manager Program.) a. If the Account is subject to the provisions of ERISA, Client acknowledges that Client is authorized to exercise control and management of the assets held in the Account. Client represents that Client is capable of making an independent and informed decision concerning the opening and maintenance of the Account, and that any services provided by Sponsor pursuant to the Program will not serve as a primary basis for Client s investment decisions with respect to the assets held in the Account. b. Client represents that the Account and any instructions given by Client regarding the Account are consistent with applicable Plan documents, including any investment policies, guidelines, or restrictions. Client will provide Sponsor with a copy of all relevant documents and agrees that Program is consistent with those documents. Client shall notify Sponsor promptly in writing of any changes to any of the Plan s investment policies, guidelines, or restrictions, or other Plan documents pertaining to investments by the Plan. If the assets in the Account constitute only a part of Client s Plan assets, Client shall provide Sponsor with documentation of any of the Plan s investment guidelines or policies that affect the Account. The compliance of any recommendation or investment that Sponsor, through its IAR or otherwise, makes for the Account with any such investment guidelines, policies, or restrictions shall be determined on the date of the recommendation or purchase only. No investment guidelines, policies, restrictions, or other instructions shall be deemed breached as a result of changes in value or status of an investment occurring after purchase. Client has the responsibility to give Sponsor prompt written notice if any investments made for the Account are inconsistent with such guidelines, policies, restrictions, or instructions. c. Client understands that the services that Sponsor performs under this Agreement shall have no effect on the assets of the Plan that are not in the Account, and that Sponsor shall have no responsibility for such other assets. Sponsor is not responsible for Plan administration or for performing any other duties that are not expressly set forth in this Agreement. Each party to this Agreement shall obtain and maintain at its own expense any insurance or bonds it deems necessary to cover itself and any of its affiliates, officers, directors, employees, and agents in connection with this Agreement. 7. NOTICES All written notices to any party under this Agreement shall be sent to such party by hand, first class mail, facsimile transmission, or by certified mail, return receipt requested, at the addresses set forth below, or such other address as such party may designate in writing to the other. To Sponsor: To Clients: Voya Financial Advisors, Inc. All written notices to Client(s) will be sent to the then current Attention: Brokerage Operations Department address of record on the Account. 699 Walnut Street, Ste Des Moines, IA Page 3 of 11 Order # /01/2018

4 II. Advisor Managed Non-UMA Programs Prime Portfolio Services ( Prime ) / Strategic Advisory Services Select ( SAS Select ) Prime Portfolio Services Program and Strategic Advisor Services Select Program are managed account programs offered by Voya Financial Advisors, Inc. ( VFA ) on a non-discretionary basis. The IAR will manage the Client s Prime or SAS Select Accounts by providing investment advice, including asset allocation and specific investment recommendations to the Client based on Client s financial situation, goals, objectives and other information provided by the Client. The annual Client fee paid for services under this program consists of an Asset-Based Fee, paid on a monthly or quarterly basis. This Asset-Based Fee is provided to the Client in a manner of a percentage, represented as the Maximum Allowed Fee below, per breakpoint tier. The IAR may choose to bill the Client less than the Maximum Allowed Fee, and will bill the Client in accordance with the Client s Advisory Account Worksheet and this document. Standard Fee Schedule From To Maximum Allowed Fee First $ 0 - $ 250, % Next $ 250,001 - $ 500, % Next $ 500,001 - $ 1,000, % Next $ 1,000,001 - $ 2,000, % Next $ 2,000,001 - $ 5,000, % Next $ 5,000,001 - $ 10,000, % Next $ 10,000,001 and over 1.25% Note: Fees are blended: i.e., as the portfolio value reaches each threshold in the above tables, the assets above that threshold may be charged successively lower percentages. Prorated charges or refunds of fees will be assessed on additions or withdrawals greater than $10,000 and will be processed at the time of occurrence. Miscellaneous Fees Miscellaneous Fees are account maintenance, investment-specific, and cash management fees and other charges assessed to your Account based upon your Account activity. These fees and other charges include, but are not limited to, wire transfer fees, transfer fees and the annual IRA maintenance fee. Please consult Sponsor s Schedule of Miscellaneous Account and Service Fees for more information. Available Investments Available investments may include, but are not limited to, stocks, bonds, options, UITs, certain types and classes of mutual funds and variable contract products and cash and cash equivalents. Preferred Asset Management ( PAM ) / Preferred Strategic Advisory Services ( PSAS ) Preferred Asset Management Program and Preferred Strategic Advisor Services Select Program are managed account programs offered by VFA on a non-discretionary basis. The IAR will manage the Client s PAM or PSAS Accounts by providing investment advice, including asset allocation and specific investment recommendations to the Client based on Client s financial situation, goals, objectives and other information provided by the Client. The Client will be charged an Asset-Based Fee and ticket charges, as described below, to cover transaction costs, as described below. Client understands and agrees that VFA may change the fees identified in in this document at any time by giving the Client written notice as described in Section 4(a) of this document. The IAR may choose to bill the Client less than the Maximum Allowed Fee below, and will bill the Client in accordance with the terms of the Advisory Account Worksheet and this document. Standard Fee Schedule From To Maximum Allowed Fee First $ 0 - $ 250, % Next $ 250,001 - $ 500, % Next $ 500,001 - $ 1,000, % Next $ 1,000,001 - $ 2,000, % Next $ 2,000,001 - $ 5,000, % Next $ 5,000,001 - $ 10,000, % Next $ 10,000,001 and over 1.00% Note: Fees are blended: i.e., as the portfolio value reaches each threshold in the above tables, the assets above that threshold may be charged successively lower percentages. Prorated charges or refunds of fees will be assessed on additions or withdrawals greater than $10,000 and will be processed at the time of occurrence. Page 4 of 11 Order # /01/2018

5 Preferred Asset Management ( PAM ) / Preferred Strategic Advisory Services ( PSAS ) (Continued) Ticket Charges In addition to the Asset-Based Fee described above, the Client will be charged fees to effect transactions within the account, known as ticket charges. Ticket charges are due and payable at the time of the transaction Security Type Ticket Charge Per Transaction Brokerage Advisory (Prime/SAS Select/Rep as Manager) Listed Equities - Market <5,099 shares $8.50 per order $7 per order Listed Equities - Market >5,099 shares $7.50 flat + $0.01 per share $6 flat + $0.01 per share Listed Equities - Limit $7.50 flat + $ per share $6 flat + $ per share ETFs - Market <5,099 shares $8.50 per order $7 per order ETFs - Market >5,099 shares $7.50 flat + $0.01 per share $6 flat + $0.01 per share ETFs - Limit $7.50 flat + $ per share $6 flat + $ per share OTC Equities - Market <5,099 shares $8.50 per order $7 per order OTC Equities - Market >5,099 shares $7.50 flat + $0.01 per share $6 flat + $0.01 per share OTC Equities - Limit $7.50 flat + $ per share $6 flat + $ per share Corporate Bonds $19.50 per order $18 per order Municipal Bonds $19.50 per order $18 per order Treasuries $19.50 per order $18 per order Physicals (Agency/Zeros) $19.50 per order $18 per order Money Market Instruments (BAs/CDs/Commercial Paper) $19.50 per order $18 per order UITs $19.50 per order $18 per order Mortgage Backed When Issued $19.50 per order $18 per order Mutual Fund - No Load 1,2 $6.50 per order $5 per order Mutual Fund - Load $6.50 per order $5 per order Mutual Fund Exchanges $0 $0 Systematic Mutual Fund $0 $0 Options 3 $10.50 flat + $0.25 per contract $9 flat + $0.25 per contract FundVest Focus Fund (Pershing No-Load, No-Transaction Fee Program) Ticket Charge Initial Purchase $0 Subsequent Purchase $0 Redemption (After 30 Day Holding Period) $0 Redemption (Prior to 30 Day Holding Period) $30 Systematic Redemption (Prior to 30 Day Holding Period) $5 1 Certain fund families have an additional $10 ticket charge: Aegis, Allianz Funds, Apline, Ashport, CGM, Colorado Bondshares, Dimensional Fund Advisors, Dodge & Cox, First Puerto Rico Offshore, Loomis Sayles, New Alternatives, Northeast Investors, Optimum Funds, Pacific Captial, PIMCO Allianz Funds, Pimco Institutional, Sequoia, Stratton and Vanguard. Additional funds within fund families also have an additional $10 ticket charge. A complete list of funds is available from the Client s IAR. 2 Ticket charges apply for the investor share class. 3 Additional option regulatory fees apply and are assessed to Client. Miscellaneous Fees Miscellaneous Fees are account maintenance, investment-specific, and cash management fees and other charges assessed to your Account based upon your Account activity. These fees and other charges include, but are not limited to, wire transfer fees, transfer fees and the annual IRA maintenance fee. Please consult Sponsor s Schedule of Miscellaneous Account and Service Fees for more information. Page 5 of 11 Order # /01/2018

6 Preferred Asset Management ( PAM ) / Preferred Strategic Advisory Services ( PSAS ) (Continued) Available Investments Available investments may include, but are not limited to, stocks, bonds, options, UITs, certain types and classes of mutual funds and variable contract products and cash and cash equivalents. Mutual Fund Short-Term Redemption Fees and Service Fees Certain no load mutual fund shares may be subject to a minimum holding period, generally three months. In the event that such shares are redeemed prior to the end of the minimum holding period, the shares may be subject to a redemption fee assessed by the mutual fund sponsor or Pershing. A $10.00 servicing fee may also be assessed by Pershing for each purchase and sale transaction in certain mutual fund families identified by Pershing. The IAR, upon request, will provide the Client with a list of mutual fund sponsors currently subject to the $10.00 servicing fee. The list of mutual fund sponsors subject to the fee may change from time to time. The fee may be assessed by Pershing or directly by the mutual fund sponsors as described in each mutual fund sponsor s prospectus. Total Advice Program ( TAP ) Total Advice Program is a managed account program offered by VFA on a non-discretionary basis. The IAR will manage the TAP Accounts by providing investment advice, including asset allocation and specific investment recommendations to the Client based on Client s financial situation, goals, objectives and other information provided by the Client. The annual Client fee paid for services under this program consists of an Asset-Based Fee, paid on a monthly or quarterly basis. This Asset-Based Fee is provided to the Client in a manner of a percentage, represented as the Maximum Allowed Fee below, per breakpoint tier. The IAR may choose to bill the Client less than the Maximum Allowed Fee, and will bill the Client in accordance with the Client s Advisory Account Worksheet and this document. Standard Fee Schedule From To Maximum Allowed Fees First $ 0 - $ 250, % Next $ 250,001 - $ 500, % Next $ 500,001 - $ 1,000, % Next $ 1,000,001 - $ 2,000, % Next $ 2,000,001 - $ 5,000, % Next $ 5,000,001 - $ 10,000, % Next $ 10,000,001 and over 1.25% Note: Fees are blended: i.e., as the portfolio value reaches each threshold in the above tables, the assets above that threshold may be charged successively lower percentages. Prorated charges or refunds of fees will be assessed on additions or withdrawals greater than $10,000 and will be processed at the time of occurrence. Miscellaneous Fees Miscellaneous Fees are account maintenance, investment-specific, and cash management fees and other charges assessed to your Account based upon your Account activity. These fees and other charges include, but are not limited to, wire transfer fees, transfer fees and the annual IRA maintenance fee. Please consult Sponsor s Schedule of Miscellaneous Account and Service Fees for more information. Available Investments Available investments may include, but are not limited to, stocks, bonds, options, UITs, certain types and classes of mutual funds and variable contract products and cash and cash equivalents. Page 6 of 11 Order # /01/2018

7 Comprehensive Advice Program ( CAP ) Comprehensive Advice Program is managed account programs offered by VFA on a non-discretionary basis. The IAR will manage the CAP Accounts by providing investment advice, including asset allocation and specific investment recommendations to the Client based on Client s financial situation, goals, objectives and other information provided by the Client. The annual Client fee paid for services under this program consists of an Asset-Based Fee, paid on a monthly or quarterly basis, and an Asset-Weighted Fee, as described below. The Asset-Based Fee is assessed to the Client in a manner of a percentage, represented as the Maximum Allowed Fee below, per breakpoint tier. The IAR may choose to bill the Client less than the Maximum Allowed Fee, and will bill in accordance with the terms of this document. The combination of the Asset-Based Fee and the Asset- Weighted Fee cannot exceed the Maximum Allowed Fee. Standard Fee Schedule From To Maximum Allowed Fees First $ 0 - $ 250, % Next $ 250,001 - $ 500, % Next $ 500,001 - $ 1,000, % Next $ 1,000,001 - $ 2,000, % Next $ 2,000,001 - $ 5,000, % Next $ 5,000,001 - $ 10,000, % Next $ 10,000,001 and over 1.00% Note: Fees are blended: i.e., as the portfolio value reaches each threshold in the above tables, the assets above that threshold may be charged successively lower percentages. Prorated charges or refunds of fees will be assessed on additions or withdrawals greater than $10,000 and will be processed at the time of occurrence. Basis Point Trading The Account under the CAP program will be charged an annualized asset-weighted fee ( Asset-Weighted Fee ) of nine basis points (0.09%) for Program services. The total Asset-Weighted Fee is a blended rate based on the total Portfolio Value as of the last business day of the preceding calendar quarter or month. Client understands and agrees that Sponsor may change the client fee schedule identified in your Advisory Account Worksheet and herein at any time by giving thirty (30) days prior written notice. At such time, the new Asset-Weighted Fee will become effective unless Client has terminated this Agreement as provided in Section 11 of the Advisory Account Worksheet. Client understands and agrees that Sponsor, Pershing, their Affiliates and their representatives, consultants, or other agents in connection with the performance of their respective services, shall be entitled to and will share in the Asset-Weighted Fee. Miscellaneous Fees Miscellaneous Fees are account maintenance, investment-specific, and cash management fees and other charges assessed to your Account based upon your Account activity. These fees and other charges include, but are not limited to, wire transfer fees, transfer fees and the annual IRA maintenance fee. Please consult Sponsor s Schedule of Miscellaneous Account and Service Fees for more information. Available Investments Available investments may include, but are not limited to, stocks, bonds, options, UITs, certain types and classes of mutual funds and variable contract products and cash and cash equivalents. REP AS MANAGER The Rep as Manager Program is a managed account program offered by Voya Financial Advisors, Inc. (VFA) in which the Investment Adviser Representative (IAR) has discretionary authority to transact in the Client s Account, which means that the IAR will not seek Client s prior approval for transactions executed on the Client s behalf in the account. The IAR will purchase and sell securities in Client s account that are consistent with Client s investment objectives, time horizon, financial situation and risk tolerance. In the Rep as Manager Program, the Client is responsible for paying the advisory fee charged by the IAR, subject to the Maximum Allowed Fees below. In addition, certain miscellaneous fees are assessed for certain activities in Client s account. Client is responsible for paying these fees. Client understands and agrees that VFA may change the fees identified in this document at any time by giving the Client written notice as described in the Client s Rep as Manager Agreement with VFA. Page 7 of 11 Order # /01/2018

8 REP AS MANAGER (Continued) Standard Fee Schedule From To Maximum Allowed Fees First $ 0 - $ 250, % Next $ 250,001 - $ 500, % Next $ 500,001 - $ 1,000, % Next $ 1,000,001 - $ 2,000, % Next $ 2,000,001 - $ 5,000, % Next $ 5,000,001 - $ 10,000, % Next $ 10,000,001 and over 1.25% The above stated fees are blended: i.e., as the portfolio value reaches each threshold in the above table, the assets above the threshold may be charged successively lower percentages but the assets below the threshold will be charged the higher percentage. Miscellaneous Fees As stated above, the Client is subject to miscellaneous fees in connection with activity within the Client s account. These fees are unique to the Client s account activity and include, but are not limited to, wire transfer fees, transfer out fees, the annual IRA maintenance fee and any other charges assessed at an individual account level. The chart below describes the miscellaneous fees applicable to the Client s account. The Client is responsible for paying the miscellaneous fees below. Account or Service Fee Frequency Account Maintenance Annual maintenance fee IRA $42.50 Annually Annual maintenance fee mutual fund only IRA $10.00 Annually Annual maintenance fee qualified retirement plan $50.00 Annually Mutual fund only conversion fee 1 $50.00 Per conversion Roth conversion $25.00 Per conversion Transfers Legal transfers 2 $ Per security $ DRS transfers 3 $25.00 Per report Outgoing Transfer $65.00 Per outgoing transfer Paper statements 4 $0.75 Per report UBTI tax return filing (IRS Form 990-T) $ Per tax return Year-end account report $3.00 Per report Termination fee IRA $95.00 Per Account Cash Management Federal funds wire $20.00 Per wire Overnight check Weekday delivery $12.00 Per check Saturday delivery $18.00 Per check Foreign delivery $25.00 Per check Qualified retirement account loan processing $50.00 Per loan Returned ACH payment $20.00 Per returned item Insufficient funds $20.00 Per returned check Stop Pay first/third party $10.00 Per check 1 The mutual fund only conversion fee is only applicable when moving from a non-mutual fund only IRA to a mutual fund only IRA. 2 Legal Transfers Transfer of securities where proof of signature is attached such as corporate resolutions, power of attorney, death, etc. 3 DRS Transfer amount depends upon the transfer agent used to effect the transfer. 4 Paper Statement charge applies to statements and confirmations for accounts up to $250,000 in assets unless registered for electronic delivery. Page 8 of 11 Order # /01/2018

9 REP AS MANAGER (Continued) Account or Service Fee Frequency Investment Specific Qualified retirement plan set-up $50.00 Per Account Set-up Bond redemptions $10.00 Per event Dividend reinvestment of equities $1.00 Per position per event Margin extension $10.00 Per extension Foreigh Secuity Receive and deliver 5 $75.00 Per event Holding fee 6 $2.00 Per month Mutual Fund FundVest No Transaction Fee Program Redemptions For positions held less than 30 days (redemption or exchange) $30.00 Per trade For positions held less than 30 days (systematic sell or systematic exchange) $5.00 Per trade For positions held 30 days or more $0.00 Per trade Reorganizations Mandatory reorganizations and reverse splits (deposit) $10.00 Per position Mandatory reorganizations and reverse splits (physical) $10.00 Per position Voluntary tender offers $20.00 Per position Safekeeping Fees Fixed income position $2.00 Per security per month Equities, mutual funds, UITs and other $2.00 Per security per month Register and Ship Certificates (Transfers) $60.00 Per transfer Alternative Investments Approval Fee - subscription, redemptions or re-registration $50.00 Per event Annual administration fee registered position $35.00 Annually Annual administration fee unregistered position 7 $ Annually 5 Foreign Security receive and deliver - Charged for any transfer in or out of foreign securities held within a brokerage account. 6 Foreign Security holding fee - Charged per foreign security position held within a brokerage account. 7 Unregistered Position The position is not processed through DTCC (Depository Trust & Clearing Corporation) and as a result is not registered with Pershing as part of Pershing s Alternative Investment Network. Page 9 of 11 Order # /01/2018

10 III. The Investment Policy Statement Summary of the Investment Policy Statement (IPS) The purpose of the Investment Policy Statement ( IPS ) is to outline an investment allocation strategy that meets the Client s stated goals and objectives while taking into consideration the identified risk tolerance level, time horizon, needs and preferences. Information on the investment management process and investment goals are explained in the following paragraphs. A written investment policy is meant to assist the Client and IAR adhere to a disciplined, investment strategy to establish, manage and set reasonable expectations of an agreed upon investment strategy(ies). It describes Client responsibilities and the responsibilities of the IAR and encourages effective communication. The IPS does not form part of your Agreement, nor does it represent a commitment, but rather it establishes the guidelines, including methods, strategies and investment criteria that will be used in the management of the Client account. This IPS should be reviewed in conjunction with the Client Information Form, the investment information, Advisory Account Worksheet, and Risk Tolerance Questionnaire to help ensure consistency. If the Client goals and/or objectives change, the IAR should refer to and review this IPS and the Client asset allocation strategy. This IPS and related account documentation should be reviewed between the Client and IAR on at least an annual basis. Finally, there can be no guarantee about the attainment of intended goals or objectives. Objectives and Time Horizon A portfolio constructed with Client specific goals, needs and constraints in mind is intended to help keep downside potential within the identified level of risk-comfort of the Client. The objectives are developed based on information the Client provided about financial goals, financial resources, risk tolerance and time horizon: To balance investment risk consistent with risk tolerance and maximize return potential at that risk level. To consider financial goals and time horizon. To maintain a prudent diversification of the portfolio assets. To work toward achieving financial goals when each is expected to occur. To periodically monitor and review the portfolio. The investment strategy developed and recommended by the IAR is based on information provided by the Client on the Client Information Form, Client s Worksheet and Risk Tolerance Questionnaire. Risk Tolerance Client understanding of the ability to tolerate market fluctuations is important in designing the portfolio. The Client ability to tolerate the uncertainties, complexities and volatility inherent in the investment markets is considered in the development of the Client s intended investment strategy. The risk profile is developed in part based on data the Client furnished, including information about his or her time horizon and other factors. Some of the factors that influence the Client risk tolerance assessment are present financial condition, financial ability to accept risk, future financial goals, discretionary income and its variability, willingness to accept return volatility, and other factors. These factors, combined with personal risk tolerance, indicate the Client s ability to accept investment risk in order to meet long-term financial goals. The Client understands that higher returns may involve more volatility and has indicated by information provided a willingness to tolerate some declines in the value of the portfolio in order to achieve those returns. The Client risk tolerance is reflected on Client s Worksheet and Risk Tolerance Questionnaire, which will be reviewed annually. Asset Allocation Based on Client financial resources, financial goals, time horizon, tax status, holding limitations, risk tolerance and expected investment performance, a recommended portfolio will be determined. The asset allocation recommended is based upon the level of risk the Client has indicated a willingness to accept. This allocation may consider the correlation of returns among different investments in the portfolio. A tactical strategy may be utilized for a portion of the assets. No guarantees can be given about future performance, and the IPS should not be construed as providing such guarantee. Page 10 of 11 Order # /01/2018

11 III. The Investment Policy Statement (Continued) Selection Criteria Investment products used to implement the investment program will be subject to an investment selection criteria process. The following criteria may be used in the selection of investments: Past performance, considered relative to other investments having the same investment objective. Consideration may be given to both performance rankings over various time frames and consistency of performance. Costs relative to other mutual funds or investments with similar objectives and investment styles. Assets under management of a proposed mutual fund. Length of time a mutual fund has been in existence and tenure of the current manager. Historical volatility of the investment compared with similar investments. A mutual fund s adherence to a clearly articulated investment philosophy and style. Price of the investment. Rating of the investment assigned by a third party rating or research entity. Certain investment options may not be available including, but not limited to currencies, limited partnerships, precious metals, commodities, futures, options, and penny stocks. Recommendations for general securities and bonds may be based on information and analysis obtained from various sources, including research materials prepared by others, corporate rating services, and annual reports, prospectuses, corporate filings with the Securities and Exchange Commission, company press releases, financial newspapers and magazines. Expected Performance The expected portfolio return is based on the performance of each investment and its percentage weighting in the account. It is understood that there can be no guarantee about the performance of the Client portfolio. The actual portfolio return may also be reduced by the deduction of advisory, money management, custodial, transaction and other fees. Page 11 of 11 Order # /01/2018