Common use of Cover Page Clause in Contracts

Cover Page. ITEM 2 MATERIAL CHANGES The following is a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 30, 2016. Item 5 was updated to reflect a new minimum account balance of $10,000. Item 9 was updated to provide information regarding disciplinary events, involving (i) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the creation and distribution of certain required account notices (2016), (ii) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the format in which certain electronic records were retained (2016), (iii) a consent order with the Massachusetts Securities Division (“MSD”) related to LPL’s oversight of certain variable annuity transactions (2017), (iv) a consent order with the MSD related to LPL’s supervisory practices for LPL representatives located on the premises of a credit union (2017), and (v) a consent order with the New Jersey Bureau of Securities related to the sale of non-traded alternative investments in excess of prospectus standards or LPL’s internal guidelines and the maintenance of related books and records (2017). Item 9 was also updated to provide that beginning July 18, 2016, LPL changed the default cash sweep option for uninvested cash balances in IRA accounts from money market funds to an FDIC-insured bank deposit cash sweep program referred to as the LPL Financial Deposit Cash Account (DCA). ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE 17 ITEM 2 MATERIAL CHANGES 17 ITEM 3 TABLE OF CONTENTS 17 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION 17 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 20 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION 20 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 21 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS 22 ITEM 9 ADDITIONAL INFORMATION 22 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION‌ Services LPL sponsors various types of advisory programs, including wrap fee programs, an advisor-enhanced digital advice program, and mutual fund asset allocation programs. LPL makes these programs available to clients directly and also through third party investment advisor firms (“Advisor”) and their associated persons. This Brochure provides a description of LPL’s Optimum Market Portfolios (“OMP”) program when offered through an Advisor. For more information about LPL’s advisory services and programs other than OMP, please contact your Advisor for a copy of a similar brochure that describes such service or program or go to xxx.xxxxxxxxxxx.xxx.xxx. The OMP program is a professionally managed mutual fund asset allocation program in which LPL and Advisor provide ongoing investment advice. The Advisor obtains the necessary financial data from the client, assists the client in determining the suitability of the program and assists the client in setting an appropriate investment objective. The Advisor on a discretionary or non-discretionary basis selects a model portfolio of mutual funds (“Portfolio”) designed by LPL’s Research Department consistent with the client’s stated investment objective. If client authorizes Advisor to take discretion to select Portfolios on behalf of client, such authority will be set out in the Account Agreement and Application signed by the client. The Portfolios are made up of mutual funds in the Optimum Funds mutual fund family. A Portfolio may include up to six Optimum Funds. LPL has discretion to buy and sell securities in the account and will invest the account based on the Portfolio selected. The client authorizes LPL to take discretion by executing the Account Agreement and Application. LPL rebalances accounts based on the allocations in the Portfolio as described below. LPL reviews the account for rebalancing on the frequency selected by the client at account opening or as altered by the Advisor or the client from time to time. The choices for frequency of rebalancing are quarterly (four times per year), semi-annually (two times per year) or annually (once per year). Accounts are reviewed on the frequency selected based on the anniversary date of account opening to determine if rebalancing is necessary. At each rebalancing review date, program accounts are rebalanced only if there is a 5% or greater deviation from LPL’s targeted allocation percentage for the Portfolio, subject to a minimum transaction amount of $250. At each rebalancing review date, accounts are rebalanced if at least one of the account positions is outside a range determined by LPL, subject to a minimum transaction amount established by LPL in its discretion. In addition, LPL may review the account for rebalancing in the event that LPL Research changes the model portfolio. LPL may accommodate requests by client or Advisor for all or a portion of the assets in the account to remain allocated to cash for a period of time. Such customized Portfolio requests, liquidation requests in connection with withdrawals, and changes to the Portfolio or investment objective selected may take up to 5 business days to process, and, in certain circumstances, may take longer. LPL invests deposits in an account according to the Portfolio, but such deposits (or a portion thereof) may be liquidated and the proceeds may remain in cash until certain conditions are met related to trade size and position deviation from the target allocation. Although OMP accounts are not considered tax efficient or tax managed, LPL may delay placing transactions on non-retirement accounts by one day for any rebalancing scheduled to occur on the first one year anniversary date of the account opening in an attempt to limit short-term tax treatment for any position being sold. In connection with the program, LPL also acts as custodian to accounts, provides research information to Advisor, provides brokerage services as the broker-dealer on transactions, and performs administrative services, such as quarterly performance information. Fee Schedule In the OMP program, clients pay LPL and Advisor an ongoing advisory fee (“Account Fee”). The Account Fee is negotiable between the client and the Advisor and is set out in the Account Application. The Account Fee is typically a straight percentage based on the value of all assets in the account, including cash holdings. The Account Fee also may be structured on a tiered basis, with a reduced percentage rate based on reaching certain thresholds. The maximum Account Fee is 2.50%. The Account Fee is paid to LPL, and LPL shares up to 100% with the Advisor pursuant to the agreement between LPL and Advisor. LPL and Advisor do not accept performance-based fees under OMP. How the Account Fee is Charged LPL deducts the Account Fee and other fees and charges associated with an OMP account from the account. LPL calculates and deducts the Account Fee in the method described in the Account Agreement, unless other arrangements are made in writing. If a client wishes to be billed for the Account Fee, rather than a deduction directly from the account, the client needs to make a request to LPL through the Advisor. Payment in Advance and Refund of Pre-Paid Fees LPL deducts the Account Fee quarterly in advance. If the Account Agreement is terminated before the end of the quarterly period, LPL will pay the client a prorated refund of any pre-paid quarterly Account Fee based on the number of days remaining in the quarter after the termination date. However, if the account is closed within the first six months by the client or as a result of withdrawals that bring the account value below the required minimum, LPL and Advisor reserve the right to retain the pre- paid quarterly Account Fee for the current quarter in order to cover the administrative costs of establishing the account (for example, the costs related to transferring positions in and out of the account, data entry in opening the account, reconciliation of positions in order to issue quarterly performance information, and re-registration of positions). After the termination date, LPL may convert the account to a brokerage account. In a brokerage account, client is charged a commission for each transaction and LPL and Advisor have no responsibility to provide ongoing investment advice. Other Types of Direct Fees and Expenses of LPL Clients also pay LPL other additional miscellaneous administrative or custodial-related fees and charges that may apply to an OMP account. LPL notifies clients of these charges at account opening and makes available a current list of these charges on its website at xxx.xxx.xxx. These fees include retirement account fees and termination fees, including, for example, a fee for loans processed for qualified retirement plan and 403(b)(7) plan accounts and an account termination fee for processing a full account transfer to another financial institution. These charges are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain clients. Fees Charged by Third Parties, Including the Optimum Funds There are other fees and charges that are imposed by third parties other than LPL that apply to investments in OMP accounts. In OMP, assets are invested in mutual funds and, therefore, there are two layers of advisory fees and expenses for those assets. Client will pay an advisory fee to the investment advisor of the Optimum Funds and other expenses as a shareholder of the Funds. Client will also pay LPL and Advisor the Account Fee with respect to those assets. The Optimum Funds or funds with similar investment objectives may be purchased outside of LPL. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and Advisor and by making their own decisions regarding mutual fund investing. The amount of the advisory fees and other expenses of the Optimum Funds are set out in the prospectus and financial statements of the Optimum Funds, which are available upon request from Advisor or the Optimum Funds directly. Client should understand that a portion of the fees and expenses Client pays as a shareholder of the Optimum Funds is used by the sponsor of the Funds to pay LPL for services LPL provides with respect to the funds. See Item 9, “Participation or Interest in Client Transactions,” for more information on the payments received by LPL with respect to the Optimum Funds. Advisor may charge fees in addition to the Account Fee. Clients should refer to the Firm Brochure of Advisor for more information regarding fees charged by Advisor. Important Things to Consider About Fees on an OMP Account • The Account Fee is a single fee for investment advisory services and other administrative and custodial services. Clients do not pay a commission or transaction charge to LPL. The Account Fee may cost the client more than purchasing the program services separately, for example, paying an advisory fee plus commissions or transaction charges to a broker-dealer for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the: • type and size of the account • historical and or expected size or number of trades for the account, and • number and range of supplementary advisory and client-related services provided to the client. • The Account Fee may be higher than the fees charged by other investment advisors for similar services. This is the case in particular if the Account Fee is at or near the maximum Account Fee set out above. The Advisor is responsible for determining the Account Fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity, number and range of supplementary advisory and client-related services to be provided to the account. Clients should consider the level and complexity of the advisory services to be provided when negotiating the Account Fee with Advisor. • The Advisor recommending the program to the client receives compensation as a result of the client’s participation in the program. This compensation includes a portion of the Account Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor. LPL pays this compensation based on the Advisor’s overall business production and/or on the amount of assets serviced in LPL advisory programs, including OMP. In particular, in certain cases, LPL pays an Advisor more compensation when providing services to an OMP account than other types of LPL advisory program accounts. Therefore, the amount of compensation from LPL can be more than what Advisor would receive if the client participated in other LPL advisory programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, the Advisor may have a financial incentive to recommend an OMP account over other programs and services. • The investment products available to be purchased in the program can be purchased by clients outside of an OMP account, through broker-dealers or other investment firms not affiliated LPL. • Clients should consider the impact of fees and expenses on their investment portfolio, as described in the informational brochure titled “How Fees and Expenses Affect Your Portfolio” on the XXX.xxx Investor Regulatory Resources page.

Cover Page. ITEM 2 MATERIAL CHANGES The following is a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 30, 2016. Item 5 was updated to reflect a new minimum account balance of $10,000. Item 9 was updated to provide information regarding disciplinary events, involving (i) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the creation and distribution of certain required account notices (2016), (ii) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the format in which certain electronic records were retained (2016), (iii) a consent order with the Massachusetts Securities Division (“MSD”) related to LPL’s oversight of certain variable annuity transactions (2017), (iv) a consent order with the MSD related to LPL’s supervisory practices for LPL representatives located on the premises of a credit union (2017), and (v) a consent order with the New Jersey Bureau of Securities related to the sale of non-traded alternative investments in excess of prospectus standards or LPL’s internal guidelines and the maintenance of related books and records (2017). Item 9 was also updated to provide that beginning July 18, 2016, LPL changed the default cash sweep option for uninvested cash balances in IRA XXX accounts from money market funds to an FDIC-insured bank deposit cash sweep program referred to as the LPL Financial Deposit Cash Account (DCA). ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE 17 ITEM 2 MATERIAL CHANGES 17 ITEM 3 TABLE OF CONTENTS 17 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION 17 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 20 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION 20 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 21 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS 22 ITEM 9 ADDITIONAL INFORMATION 22 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION‌ Services LPL sponsors various types of advisory programs, including wrap fee programs, an advisor-enhanced digital advice program, and mutual fund asset allocation programs. LPL makes these programs available to clients directly and also through third party investment advisor firms (“Advisor”) and their associated persons. This Brochure provides a description of LPL’s Optimum Market Portfolios (“OMP”) program when offered through an Advisor. For more information about LPL’s advisory services and programs other than OMP, please contact your Advisor for a copy of a similar brochure that describes such service or program or go to xxx.xxxxxxxxxxx.xxx.xxx. The OMP program is a professionally managed mutual fund asset allocation program in which LPL and Advisor provide ongoing investment advice. The Advisor obtains the necessary financial data from the client, assists the client in determining the suitability of the program and assists the client in setting an appropriate investment objective. The Advisor on a discretionary or non-discretionary basis selects a model portfolio of mutual funds (“Portfolio”) designed by LPL’s Research Department consistent with the client’s stated investment objective. If client authorizes Advisor to take discretion to select Portfolios on behalf of client, such authority will be set out in the Account Agreement and Application signed by the client. The Portfolios are made up of mutual funds in the Optimum Funds mutual fund family. A Portfolio may include up to six Optimum Funds. LPL has discretion to buy and sell securities in the account and will invest the account based on the Portfolio selected. The client authorizes LPL to take discretion by executing the Account Agreement and Application. LPL rebalances accounts based on the allocations in the Portfolio as described below. LPL reviews the account for rebalancing on the frequency selected by the client at account opening or as altered by the Advisor or the client from time to time. The choices for frequency of rebalancing are quarterly (four times per year), semi-annually (two times per year) or annually (once per year). Accounts are reviewed on the frequency selected based on the anniversary date of account opening to determine if rebalancing is necessary. At each rebalancing review date, program accounts are rebalanced only if there is a 5% or greater deviation from LPL’s targeted allocation percentage for the Portfolio, subject to a minimum transaction amount of $250. At each rebalancing review date, accounts are rebalanced if at least one of the account positions is outside a range determined by LPL, subject to a minimum transaction amount established by LPL in its discretion. In addition, LPL may review the account for rebalancing in the event that LPL Research changes the model portfolio. LPL may accommodate requests by client or Advisor for all or a portion of the assets in the account to remain allocated to cash for a period of time. Such customized Portfolio requests, liquidation requests in connection with withdrawals, and changes to the Portfolio or investment objective selected may take up to 5 business days to process, and, in certain circumstances, may take longer. LPL invests deposits in an account according to the Portfolio, but such deposits (or a portion thereof) may be liquidated and the proceeds may remain in cash until certain conditions are met related to trade size and position deviation from the target allocation. Although OMP accounts are not considered tax efficient or tax managed, LPL may delay placing transactions on non-retirement accounts by one day for any rebalancing scheduled to occur on the first one year anniversary date of the account opening in an attempt to limit short-term tax treatment for any position being sold. In connection with the program, LPL also acts as custodian to accounts, provides research information to Advisor, provides brokerage services as the broker-dealer on transactions, and performs administrative services, such as quarterly performance information. Fee Schedule In the OMP program, clients pay LPL and Advisor an ongoing advisory fee (“Account Fee”). The Account Fee is negotiable between the client and the Advisor and is set out in the Account Application. The Account Fee is typically a straight percentage based on the value of all assets in the account, including cash holdings. The Account Fee also may be structured on a tiered basis, with a reduced percentage rate based on reaching certain thresholds. The maximum Account Fee is 2.50%. The Account Fee is paid to LPL, and LPL shares up to 100% with the Advisor pursuant to the agreement between LPL and Advisor. LPL and Advisor do not accept performance-based fees under OMP. How the Account Fee is Charged LPL deducts the Account Fee and other fees and charges associated with an OMP account from the account. LPL calculates and deducts the Account Fee in the method described in the Account Agreement, unless other arrangements are made in writing. If a client wishes to be billed for the Account Fee, rather than a deduction directly from the account, the client needs to make a request to LPL through the Advisor. Payment in Advance and Refund of Pre-Paid Fees LPL deducts the Account Fee quarterly in advance. If the Account Agreement is terminated before the end of the quarterly period, LPL will pay the client a prorated refund of any pre-paid quarterly Account Fee based on the number of days remaining in the quarter after the termination date. However, if the account is closed within the first six months by the client or as a result of withdrawals that bring the account value below the required minimum, LPL and Advisor reserve the right to retain the pre- paid quarterly Account Fee for the current quarter in order to cover the administrative costs of establishing the account (for example, the costs related to transferring positions in and out of the account, data entry in opening the account, reconciliation of positions in order to issue quarterly performance information, and re-registration of positions). After the termination date, LPL may convert the account to a brokerage account. In a brokerage account, client is charged a commission for each transaction and LPL and Advisor have no responsibility to provide ongoing investment advice. Other Types of Direct Fees and Expenses of LPL Clients also pay LPL other additional miscellaneous administrative or custodial-related fees and charges that may apply to an OMP account. LPL notifies clients of these charges at account opening and makes available a current list of these charges on its website at xxx.xxx.xxx. These fees include retirement account fees and termination fees, including, for example, a fee for loans processed for qualified retirement plan and 403(b)(7) plan accounts and an account termination fee for processing a full account transfer to another financial institution. These charges are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain clients. Fees Charged by Third Parties, Including the Optimum Funds There are other fees and charges that are imposed by third parties other than LPL that apply to investments in OMP accounts. In OMP, assets are invested in mutual funds and, therefore, there are two layers of advisory fees and expenses for those assets. Client will pay an advisory fee to the investment advisor of the Optimum Funds and other expenses as a shareholder of the Funds. Client will also pay LPL and Advisor the Account Fee with respect to those assets. The Optimum Funds or funds with similar investment objectives may be purchased outside of LPL. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and Advisor and by making their own decisions regarding mutual fund investing. The amount of the advisory fees and other expenses of the Optimum Funds are set out in the prospectus and financial statements of the Optimum Funds, which are available upon request from Advisor or the Optimum Funds directly. Client should understand that a portion of the fees and expenses Client pays as a shareholder of the Optimum Funds is used by the sponsor of the Funds to pay LPL for services LPL provides with respect to the funds. See Item 9, “Participation or Interest in Client Transactions,” for more information on the payments received by LPL with respect to the Optimum Funds. Advisor may charge fees in addition to the Account Fee. Clients should refer to the Firm Brochure of Advisor for more information regarding fees charged by Advisor. Important Things to Consider About Fees on an OMP Account • The Account Fee is a single fee for investment advisory services and other administrative and custodial services. Clients do not pay a commission or transaction charge to LPL. The Account Fee may cost the client more than purchasing the program services separately, for example, paying an advisory fee plus commissions or transaction charges to a broker-dealer for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the: • type and size of the account • historical and or expected size or number of trades for the account, and • number and range of supplementary advisory and client-related services provided to the client. • The Account Fee may be higher than the fees charged by other investment advisors for similar services. This is the case in particular if the Account Fee is at or near the maximum Account Fee set out above. The Advisor is responsible for determining the Account Fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity, number and range of supplementary advisory and client-related services to be provided to the account. Clients should consider the level and complexity of the advisory services to be provided when negotiating the Account Fee with Advisor. • The Advisor recommending the program to the client receives compensation as a result of the client’s participation in the program. This compensation includes a portion of the Account Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor. LPL pays this compensation based on the Advisor’s overall business production and/or on the amount of assets serviced in LPL advisory programs, including OMP. In particular, in certain cases, LPL pays an Advisor more compensation when providing services to an OMP account than other types of LPL advisory program accounts. Therefore, the amount of compensation from LPL can be more than what Advisor would receive if the client participated in other LPL advisory programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, the Advisor may have a financial incentive to recommend an OMP account over other programs and services. • The investment products available to be purchased in the program can be purchased by clients outside of an OMP account, through broker-dealers or other investment firms not affiliated LPL. • Clients should consider the impact of fees and expenses on their investment portfolio, as described in the informational brochure titled “How Fees and Expenses Affect Your Portfolio” on the XXX.xxx Investor Regulatory Resources page.

Cover Page. ITEM 2 MATERIAL CHANGES This Brochure contains changes from the last annual update of this Brochure dated March 31, 2011. The following is a summary of certain changes made to this the material changes. The Brochure from the time of the annual update of the Brochure dated March 30, 2016. Item 5 was updated to reflect provide information about real estate investment trusts (“REITs”) that may be purchased in a XXX account. The “Fee Schedule” section under Item 4 was updated to provide more information about the Account Fee as shared between LPL and its investment advisor representatives. The “Participation or Interest in Client Transactions” section under Item 9 was updated to include information about the one-time set up fee LPL may charge to mutual fund product sponsors to add a new minimum account balance fund to its recordkeeping platform. The “Other Compensation” section of $10,000. Item 9 was updated to provide further information regarding disciplinary events, involving (i) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the creation and distribution types of certain required account notices (2016), (ii) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the format in which certain electronic records were retained (2016), (iii) a consent order with the Massachusetts Securities Division (“MSD”) related to LPL’s oversight reimbursement LPL may receive from product sponsors. This section of certain variable annuity transactions (2017), (iv) a consent order with the MSD related to LPL’s supervisory practices for LPL representatives located on the premises of a credit union (2017), and (v) a consent order with the New Jersey Bureau of Securities related to the sale of non-traded alternative investments in excess of prospectus standards or LPL’s internal guidelines and the maintenance of related books and records (2017). Item 9 was also updated to provide that beginning July 18, 2016, include information about benefits LPL changed receives on the default short-term investment of cash sweep option in program accounts prior to the time the cash is invested for uninvested cash balances in IRA accounts from money market funds to an FDIC-insured bank deposit cash sweep program referred to as the LPL Financial Deposit Cash Account (DCA)account. ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE 17 13 ITEM 2 MATERIAL CHANGES 17 13 ITEM 3 TABLE OF CONTENTS 17 13 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION 17 13 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 20 16 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION 20 16 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 21 19 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS 22 19 ITEM 9 ADDITIONAL INFORMATION 22 19 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION‌ COMPENSATION Services LPL sponsors offers various types of advisory services and programs, including wrap fee programs, an advisor-enhanced digital advice program, and mutual fund asset allocation programs. LPL makes these , advisory programs available to clients directly and also through offered by third party investment advisor firms (“Advisor”) firms, financial planning services, and their associated personsretirement plan consulting services. This Brochure provides a description of the advisory services offered under LPL’s Optimum Market Portfolios Strategic Asset Management (“OMPXXX”) program when offered through an Advisorprogram. For more information about LPL’s advisory services and programs other than OMPXXX, please contact your Advisor IAR for a copy of a similar brochure that describes such service or program or go to xxx.xxxxxxxxxxx.xxx.xxx. The OMP program is a professionally managed mutual fund asset allocation program in which LPL and Advisor provide In the XXX program, LPL, through its investment advisor representatives (“IARs”), provides ongoing investment advice. The Advisor obtains the necessary financial data from advice and management on assets in the client’s account. IARs provide advice on the purchase and sale of various types of investments, assists the client in determining the suitability of the program and assists the client in setting an appropriate investment objective. The Advisor on a discretionary or non-discretionary basis selects a model portfolio of such as mutual funds, exchange- traded funds (“PortfolioETFs”) designed by LPL’s Research Department consistent with ), variable annuity subaccounts, real estate investment trusts (“REITs”), equities, and fixed income securities. IARs provide advice that is tailored to the client’s stated individual needs of the client based on the investment objective. If client authorizes Advisor to take discretion to select Portfolios on behalf of client, such authority will be set out in the Account Agreement and Application signed objective chosen by the client. The Portfolios are made up Clients may impose restrictions on investing in certain securities or groups of mutual funds securities by indicating in the Optimum Funds mutual fund family. A Portfolio may include up to six Optimum Funds. LPL has discretion to buy and sell securities in the account and will invest the account based on the Portfolio selected. The client authorizes LPL to take discretion by executing the Account Agreement and Application. LPL rebalances accounts based on the allocations in the Portfolio as described below. LPL reviews the account for rebalancing on the frequency selected by the client at account opening or as altered by the Advisor or the client from time to time. The choices for frequency of rebalancing are quarterly (four times per year), semi-annually (two times per year) or annually (once per year). Accounts are reviewed on the frequency selected based on the anniversary date of account opening to determine if rebalancing is necessary. At each rebalancing review date, program accounts are rebalanced only if there is a 5% or greater deviation from LPL’s targeted allocation percentage for the Portfolio, subject to a minimum transaction amount of $250. At each rebalancing review date, accounts are rebalanced if at least one of the account positions is outside a range determined by LPL, subject to a minimum transaction amount established by LPL in its discretion. In addition, LPL may review the account for rebalancing in the event that LPL Research changes the model portfolio. LPL may accommodate requests by client or Advisor for all or a portion of the assets in the account to remain allocated to cash for a period of time. Such customized Portfolio requests, liquidation requests in connection with withdrawals, and changes to the Portfolio or investment objective selected may take up to 5 business days to process, and, in certain circumstances, may take longer. LPL invests deposits in an account according to the Portfolio, but such deposits (or a portion thereof) may be liquidated and the proceeds may remain in cash until certain conditions are met related to trade size and position deviation from the target allocation. Although OMP accounts are not considered tax efficient or tax managed, LPL may delay placing transactions on non-retirement accounts by one day for any rebalancing scheduled to occur on the first one year anniversary date of the account opening in an attempt to limit short-term tax treatment for any position being sold. In connection with the program, LPL also acts as custodian to accounts, provides research information to Advisor, provides brokerage and execution services as the broker-dealer on transactions, and performs administrative services, such as quarterly performance informationreporting to clients. Fee Schedule In the OMP XXX program, clients pay LPL and Advisor its IARs an ongoing advisory annual account fee (“Account Fee”)) for advisory services. The Account Fee is negotiable between the client and the Advisor IAR and is set out in the Account Application. The Account Fee is typically a straight percentage based on the value of all assets in the account, including cash holdings. The Account Fee also may be structured on a tiered basis, with a reduced percentage rate based on reaching certain thresholds. The maximum Account Fee is 2.503.00%. The Account Fee is paid to LPL and is shared between LPL and the IAR. The Account Fee is paid to LPL, and LPL shares retains up to 0.20% for its administrative services. LPL shares between 90% and 100% of the remaining portion of the Account Fee with the Advisor pursuant to IAR based on the agreement between LPL and Advisor. LPL and Advisor do not accept performance-based fees under OMPthe IAR. How the Account Fee is Charged LPL deducts the Account Fee and other fees and charges associated with an OMP a XXX account from the account. LPL calculates and deducts the Account Fee in the method described in the Account Agreement, unless other arrangements are made in writing. If a client wishes to be billed for the Account Fee, rather than a deduction directly from the account, the client needs to make a request to LPL through the AdvisorIAR. Payment in Advance and Refund of Pre-Paid Fees LPL deducts the Account Fee quarterly in advance. If the Account Agreement is terminated before the end of the quarterly period, LPL will pay the client a prorated refund of any pre-paid quarterly Account Fee based on the number of days remaining in the quarter after the termination date. However, if the account is closed within the first six months by the client or as a result of withdrawals that bring the account value below the required minimum, LPL and Advisor reserve reserves the right to retain the pre- pre-paid quarterly Account Fee for the current quarter in order to cover the administrative costs of establishing the account (for example, the costs related to transferring positions in and out of the account, data entry in opening the account, reconciliation of positions in order to issue quarterly performance informationreports, and re-registration of positions). After the termination date, LPL may convert the account to a brokerage account. In a brokerage account, client is charged a commission for each transaction transaction, and LPL and Advisor the IAR have no responsibility to provide ongoing investment advice. Other Types of Direct Fees and Expenses of LPL LPL charges fees related to a XXX account in addition to the Account Fee. • In XXX, clients do not pay LPL brokerage commissions for execution of transactions in the account; however, the client pays a transaction charge for the purchase and sale of certain securities in the account. The transaction charges are set out in XXX Account Agreement and vary depending on the type of security being purchased or sold. The transaction charges are paid to LPL to defray costs associated with trade execution and are not shared with IARs. In the case of mutual funds, the transaction charges vary depending on whether LPL receives and retains compensation from the mutual fund for services it provides to the fund, such as recordkeeping fees and asset-based service fees or sales charges. LPL uses that compensation from mutual funds to reduce its trading costs, and therefore, assesses a lower transaction charge to clients. Mutual fund transaction charges range from $0 to $26.50. For more information regarding LPL’s brokerage practices, see the section of this Brochure titled “Additional Information - Brokerage Practices.” • LPL charges accounts with assets valued at less than $100,000 an additional $10 quarterly fee at the end of the quarter. • Clients that hold hedge funds, managed futures, and REITs pay an annual alternative investment administrative fee of $35 per position, subject to a maximum of $100 per account per year. • If an account is approved for trading on margin and the client has entered into a margin agreement with LPL, the client will be charged margin interest on any credit extended to or maintained by the client. LPL will retain a portion of any interest charged. This interest charge is in addition to the Account Fee. The Account Fee is not charged on any margin debit balance, rather only on the net equity of the account. Clients also pay LPL other additional miscellaneous administrative or custodial-related fees and charges that may apply relate to an OMP a XXX account. LPL notifies clients of these charges at account opening and makes available a current list of these charges on its website at xxx.xxx.xxx. These fees include retirement account fees and termination fees, including, for example, a fee for loans processed for qualified retirement plan and 403(b)(7) plan accounts and an account termination fee for processing a full account transfer to another financial institution. These charges are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain clients. Fees Charged by Third Parties, Including the Optimum Funds There are other fees and charges that are imposed by third parties other than LPL that apply to investments in OMP accounts. In OMP, assets are invested in mutual funds and, therefore, there are two layers of advisory fees and expenses for those assets. Client will pay an advisory fee to the investment advisor of the Optimum Funds and other expenses as a shareholder of the Funds. Client will also pay LPL and Advisor the Account Fee with respect to those assets. The Optimum Funds or funds with similar investment objectives may be purchased outside of LPL. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and Advisor and by making their own decisions regarding mutual fund investing. The amount of the advisory fees and other expenses of the Optimum Funds are set out in the prospectus and financial statements of the Optimum Funds, which are available upon request from Advisor or the Optimum Funds directly. Client should understand that a portion of the fees and expenses Client pays as a shareholder of the Optimum Funds is used by the sponsor of the Funds to pay LPL for services LPL provides with respect to the funds. See Item 9, “Participation or Interest in Client Transactions,” for more information on the payments received by LPL with respect to the Optimum Funds. Advisor may charge fees in addition to the Account Fee. Clients should refer to the Firm Brochure of Advisor for more information regarding fees charged by Advisor. Important Things to Consider About Fees on an OMP Account • The Account Fee is a single fee for investment advisory services and other administrative and custodial services. Clients do not pay a commission or transaction charge to LPL. The Account Fee may cost the client more than purchasing the program services separately, for example, paying an advisory fee plus commissions or transaction charges to a broker-dealer for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the: • type and size of the account • historical and or expected size or number of trades for the account, and • number and range of supplementary advisory and client-related services provided to the client. • The Account Fee may be higher than the fees charged by other investment advisors for similar services. This is the case in particular if the Account Fee is at or near the maximum Account Fee set out above. The Advisor is responsible for determining the Account Fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity, number and range of supplementary advisory and client-related services to be provided to the account. Clients should consider the level and complexity of the advisory services to be provided when negotiating the Account Fee with Advisor. • The Advisor recommending the program to the client receives compensation as a result of the client’s participation in the program. This compensation includes a portion of the Account Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor. LPL pays this compensation based on the Advisor’s overall business production and/or on the amount of assets serviced in LPL advisory programs, including OMP. In particular, in certain cases, LPL pays an Advisor more compensation when providing services to an OMP account than other types of LPL advisory program accounts. Therefore, the amount of compensation from LPL can be more than what Advisor would receive if the client participated in other LPL advisory programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, the Advisor may have a financial incentive to recommend an OMP account over other programs and services. • The investment products available to be purchased in the program can be purchased by clients outside of an OMP account, through broker-dealers or other investment firms not affiliated LPL. • Clients should consider the impact of fees and expenses on their investment portfolio, as described in the informational brochure titled “How Fees and Expenses Affect Your Portfolio” on the XXX.xxx Investor Regulatory Resources page.

Cover Page. ITEM 2 MATERIAL CHANGES The following is a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 3031, 2016. Item 5 was updated to reflect a new minimum account balance of $10,0002017. Item 9 was updated to provide information regarding disciplinary events, involving (i) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the creation and distribution of certain required account notices (2016), (ii) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the format in which certain electronic records were retained (2016), (iii) a consent order with the Massachusetts Securities Division (“MSD”) related to LPL’s oversight of certain variable annuity transactions (2017), (iv) a consent order with the MSD related to LPL’s supervisory practices for LPL representatives located on the premises of a credit union (2017), and (vii) a consent order with the New Jersey Bureau of Securities related to the sale of non-traded alternative investments in excess of prospectus standards or LPL’s internal guidelines and the maintenance of related books and records (2017). Item 9 was also updated , and (iii) FINRA sanctions in connection with brokerage supervisory and disclosure procedures related to provide that beginning July 18, 2016, LPL changed the default cash sweep option for uninvested cash balances sale of certain brokered certificates of deposit in IRA brokerage accounts from money market funds to an FDIC-insured bank deposit cash sweep program referred to as the LPL Financial Deposit Cash Account (DCA2018). ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE 17 ITEM 2 MATERIAL CHANGES 17 ITEM 3 TABLE OF CONTENTS 17 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION 17 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 20 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION 20 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 21 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS 22 ITEM 9 ADDITIONAL INFORMATION 22 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION‌ Services LPL sponsors various types of advisory programs, including wrap fee programs, an advisor-enhanced digital advice program, and mutual fund asset allocation programs. LPL makes these programs available to clients directly and also through third party investment advisor firms (“Advisor”) and their associated persons. This Brochure provides a description of LPL’s Optimum Market Portfolios (“OMP”) program when offered through an Advisor. For more information about LPL’s advisory services and programs other than OMP, please contact your Advisor for a copy of a similar brochure that describes such service or program or go to xxx.xxxxxxxxxxx.xxx.xxx. The OMP program is a professionally managed mutual fund asset allocation program in which LPL and Advisor provide ongoing investment advice. The Advisor obtains the necessary financial data from the client, assists the client in determining the suitability of the program and assists the client in setting an appropriate investment objective. The Advisor on a discretionary or non-discretionary basis selects a model portfolio of mutual funds (“Portfolio”) designed by LPL’s Research Department consistent with the client’s stated investment objective. If client authorizes Advisor to take discretion to select Portfolios on behalf of client, such authority will be set out in the Account Agreement and Application signed by the client. The Portfolios are made up of mutual funds in the Optimum Funds mutual fund family. A Portfolio may include up to six Optimum Funds. LPL has discretion to buy and sell securities in the account and will invest the account based on the Portfolio selected. The client authorizes LPL to take discretion by executing the Account Agreement and Application. LPL rebalances accounts based on the allocations in the Portfolio as described below. LPL reviews the account for rebalancing on the frequency selected by the client at account opening or as altered by the Advisor or the client from time to time. The choices for frequency of rebalancing are quarterly (four times per year), semi-annually (two times per year) or annually (once per year). Accounts are reviewed on the frequency selected based on the anniversary date of account opening to determine if rebalancing is necessary. At each rebalancing review date, program accounts are rebalanced only if there is a 5% or greater deviation from LPL’s targeted allocation percentage for the Portfolio, subject to a minimum transaction amount of $250. At each rebalancing review date, accounts are rebalanced if at least one of the account positions is outside a range determined by LPL, subject to a minimum transaction amount established by LPL in its discretion. In addition, LPL may review the account for rebalancing in the event that LPL Research changes the model portfolio. LPL may accommodate requests by client or Advisor for all or a portion of the assets in the account to remain allocated to cash for a period of time. Such customized Portfolio requests, liquidation requests in connection with withdrawals, and changes to the Portfolio or investment objective selected may take up to 5 business days to process, and, in certain circumstances, may take longer. LPL invests deposits in an account according to the Portfolio, but such deposits (or a portion thereof) may be liquidated and the proceeds may remain in cash until certain conditions are met related to trade size and position deviation from the target allocation. Although OMP accounts are not considered tax efficient or tax managed, LPL may delay placing transactions on non-retirement accounts by one day for any rebalancing scheduled to occur on the first one year anniversary date of the account opening in an attempt to limit short-term tax treatment for any position being sold. In connection with the program, LPL also acts as custodian to accounts, provides research information to Advisor, provides brokerage services as the broker-dealer on transactions, and performs administrative services, such as quarterly performance information. Fee Schedule In the OMP program, clients pay LPL and Advisor an ongoing advisory fee (“Account Fee”). The Account Fee is negotiable between the client and the Advisor and is set out in the Account Application. The Account Fee is typically a straight percentage based on the value of all assets in the account, including cash holdings. The Account Fee also may be structured on a tiered basis, with a reduced percentage rate based on reaching certain thresholds. The maximum Account Fee is 2.50%. The Account Fee is paid to LPL, and LPL shares up to 100% with the Advisor pursuant to the agreement between LPL and Advisor. LPL and Advisor do not accept performance-based fees under OMP. How the Account Fee is Charged LPL deducts the Account Fee and other fees and charges associated with an OMP account from the account. LPL calculates and deducts the Account Fee in the method described in the Account Agreement, unless other arrangements are made in writing. If a client wishes to be billed for the Account Fee, rather than a deduction directly from the account, the client needs to make a request to LPL through the Advisor. Payment in Advance and Refund of Pre-Paid Fees LPL deducts the Account Fee quarterly in advance. If the Account Agreement is terminated before the end of the quarterly period, LPL will pay the client a prorated refund of any pre-paid quarterly Account Fee based on the number of days remaining in the quarter after the termination date. However, if the account is closed within the first six months by the client or as a result of withdrawals that bring the account value below the required minimum, LPL and Advisor reserve the right to retain the pre- paid quarterly Account Fee for the current quarter in order to cover the administrative costs of establishing the account (for example, the costs related to transferring positions in and out of the account, data entry in opening the account, reconciliation of positions in order to issue quarterly performance information, and re-registration of positions). After the termination date, LPL may convert the account to a brokerage account. In a brokerage account, client is charged a commission for each transaction and LPL and Advisor have no responsibility to provide ongoing investment advice. Other Types of Direct Fees and Expenses of LPL Clients also pay LPL other additional miscellaneous administrative or custodial-related fees and charges that may apply to an OMP account. LPL notifies clients of these charges at account opening and makes available a current list of these charges on its website at xxx.xxx.xxx. These fees include retirement account fees and termination fees, including, for example, a fee for loans processed for qualified retirement plan and 403(b)(7) plan accounts and an account termination fee for processing a full account transfer to another financial institution. These charges are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain clients. Fees Charged by Third Parties, Including the Optimum Funds There are other fees and charges that are imposed by third parties other than LPL that apply to investments in OMP accounts. In OMP, assets are invested in mutual funds and, therefore, there are two layers of advisory fees and expenses for those assets. Client will pay an advisory fee to the investment advisor of the Optimum Funds and other expenses as a shareholder of the Funds. Client will also pay LPL and Advisor the Account Fee with respect to those assets. The Optimum Funds or funds with similar investment objectives may be purchased outside of LPL. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and Advisor and by making their own decisions regarding mutual fund investing. The amount of the advisory fees and other expenses of the Optimum Funds are set out in the prospectus and financial statements of the Optimum Funds, which are available upon request from Advisor or the Optimum Funds directly. Client should understand that a portion of the fees and expenses Client pays as a shareholder of the Optimum Funds is used by the sponsor of the Funds to pay LPL for services LPL provides with respect to the funds. See Item 9, “Participation or Interest in Client Transactions,” for more information on the payments received by LPL with respect to the Optimum Funds. Advisor may charge fees in addition to the Account Fee. Clients should refer to the Firm Brochure of Advisor for more information regarding fees charged by Advisor. Important Things to Consider About Fees on an OMP Account • The Account Fee is a single fee for investment advisory services and other administrative and custodial services. Clients do not pay a commission or transaction charge to LPL. The Account Fee may cost the client more than purchasing the program services separately, for example, paying an advisory fee plus commissions or transaction charges to a broker-dealer for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the: • type and size of the account • historical and or expected size or number of trades for the account, and • number and range of supplementary advisory and client-related services provided to the client. • The Account Fee may be higher than the fees charged by other investment advisors for similar services. This is the case in particular if the Account Fee is at or near the maximum Account Fee set out above. The Advisor is responsible for determining the Account Fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity, number and range of supplementary advisory and client-related services to be provided to the account. Clients should consider the level and complexity of the advisory services to be provided when negotiating the Account Fee with Advisor. • The Advisor recommending the program to the client receives compensation as a result of the client’s participation in the program. This compensation includes a portion of the Account Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor. LPL pays this compensation based on the Advisor’s overall business production and/or on the amount of assets serviced in LPL advisory programs, including OMP. In particular, in certain cases, LPL pays an Advisor more compensation when providing services to an OMP account than other types of LPL advisory program accounts. Therefore, the amount of compensation from LPL can be more than what Advisor would receive if the client participated in other LPL advisory programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, the Advisor may have a financial incentive to recommend an OMP account over other programs and services. • The investment products available to be purchased in the program can be purchased by clients outside of an OMP account, through broker-dealers or other investment firms not affiliated LPL. • Clients should consider the impact of fees and expenses on their investment portfolio, as described in the informational brochure titled “How Fees and Expenses Affect Your Portfolio” on the XXX.xxx Investor Regulatory Resources page.

Cover Page. ITEM 2 MATERIAL CHANGES The following This Brochure is a new disclosure document required to be delivered to clients by investment advisors. When LPL amends this Brochure in the future, this Item will provide a summary of certain changes made to this Brochure from the time of the annual update of the Brochure dated March 30, 2016. Item 5 was updated to reflect a new minimum account balance of $10,000. Item 9 was updated to provide information regarding disciplinary events, involving (i) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the creation and distribution of certain required account notices (2016), (ii) FINRA sanctions in connection with LPL’s systems and supervisory procedures relating to the format in which certain electronic records were retained (2016), (iii) a consent order with the Massachusetts Securities Division (“MSD”) related to LPL’s oversight of certain variable annuity transactions (2017), (iv) a consent order with the MSD related to LPL’s supervisory practices for LPL representatives located on the premises of a credit union (2017), and (v) a consent order with the New Jersey Bureau of Securities related to the sale of non-traded alternative investments in excess of prospectus standards or LPL’s internal guidelines and the maintenance of related books and records (2017). Item 9 was also updated to provide that beginning July 18, 2016, LPL changed the default cash sweep option for uninvested cash balances in IRA accounts from money market funds to an FDIC-insured bank deposit cash sweep program referred to as the LPL Financial Deposit Cash Account (DCA)material changes. ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE 17 20 ITEM 2 MATERIAL CHANGES 17 20 ITEM 3 TABLE OF CONTENTS 17 20 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION 17 21 Services 21 Fee Schedule 21 How the Account Fee is Charged 22 Payment in Advance and Refund of Pre-Paid Fees 22 Other Types of Fees and Expenses of LPL 22 Fees Charged by Third Parties 23 Important Things to Consider About Fees on a XXX Account 24 ITEM 5 ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS 20 25 ITEM 6 PORTFOLIO MANAGER SELECTION AND EVALUATION 20 25 Investment Discretion 25 Methods of Analysis and Investment Strategies 25 Types of Investments and Risks 27 Voting Client Securities 30 ITEM 7 CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS 21 30 ITEM 8 CLIENT CONTACT WITH PORTFOLIO MANAGERS 22 30 ITEM 9 ADDITIONAL INFORMATION 22 30 Disciplinary Information 30 A1 C – 06 11 A7 – 031 1 Other Financial Industry Activities and Affiliations 32 Code of Ethics and Personal Trading 32 Participation or Interest in Client Transactions 32 Review of Accounts 33 Other Compensation 34 Client Referrals 35 Financial Information and Custody 35 Brokerage Practices 35 ERISA Disclosure 36 Brochure Supplements 36 Brochure Supplements for Certain LPL Financial Employees 37 XXXXXX XXXXXX WHITE 37 XXXXXXX XXXXXX XXXXXXXX 38 XXXXXXX XXXX XXXXXX 39 XXXX X. XXXXXXX, XX 39 XXXX XXXXXXXXXX XXXXXXX 40 ITEM 4 MATERIAL SERVICES, FEES AND COMPENSATION‌ COMPENSATION Services LPL sponsors offers various types of advisory services and programs, including wrap fee programs, an advisor-enhanced digital advice program, and mutual fund asset allocation programs. LPL makes these , advisory programs available to clients directly and also through offered by third party investment advisor firms (“Advisor”) firms, financial planning services, and their associated personsretirement plan consulting services. This Brochure provides a description of the advisory services offered under LPL’s Optimum Market Portfolios Strategic Asset Management (“OMPXXX”) program when offered through an Advisorprogram. For more information about LPL’s advisory services and programs other than OMPXXX, please contact your Advisor IAR for a copy of a similar brochure that describes such service or program or go to xxx.xxxxxxxxxxx.xxx.xxx. The OMP program is a professionally managed mutual fund asset allocation program in which LPL and Advisor provide In the XXX program, LPL, through its investment advisor representatives (“IARs”), provides ongoing investment advice. The Advisor obtains the necessary financial data from advice and management on assets in the client’s account. IARs provide advice on the purchase and sale of various types of investments, assists the client in determining the suitability of the program and assists the client in setting an appropriate investment objective. The Advisor on a discretionary or nonsuch as mutual funds, exchange-discretionary basis selects a model portfolio of mutual traded funds (“PortfolioETFs”) designed by LPL’s Research Department consistent with ), variable annuity subaccounts, equities, and fixed income securities. IARs provide advice that is tailored to the client’s stated individual needs of the client based on the investment objective. If client authorizes Advisor to take discretion to select Portfolios on behalf of client, such authority will be set out in the Account Agreement and Application signed objective chosen by the client. The Portfolios are made up Clients may impose restrictions on investing in certain securities or groups of mutual funds securities by indicating in the Optimum Funds mutual fund family. A Portfolio may include up to six Optimum Funds. LPL has discretion to buy and sell securities in the account and will invest the account based on the Portfolio selected. The client authorizes LPL to take discretion by executing the Account Agreement and Application. LPL rebalances accounts based on the allocations in the Portfolio as described below. LPL reviews the account for rebalancing on the frequency selected by the client at account opening or as altered by the Advisor or the client from time to time. The choices for frequency of rebalancing are quarterly (four times per year), semi-annually (two times per year) or annually (once per year). Accounts are reviewed on the frequency selected based on the anniversary date of account opening to determine if rebalancing is necessary. At each rebalancing review date, program accounts are rebalanced only if there is a 5% or greater deviation from LPL’s targeted allocation percentage for the Portfolio, subject to a minimum transaction amount of $250. At each rebalancing review date, accounts are rebalanced if at least one of the account positions is outside a range determined by LPL, subject to a minimum transaction amount established by LPL in its discretion. In addition, LPL may review the account for rebalancing in the event that LPL Research changes the model portfolio. LPL may accommodate requests by client or Advisor for all or a portion of the assets in the account to remain allocated to cash for a period of time. Such customized Portfolio requests, liquidation requests in connection with withdrawals, and changes to the Portfolio or investment objective selected may take up to 5 business days to process, and, in certain circumstances, may take longer. LPL invests deposits in an account according to the Portfolio, but such deposits (or a portion thereof) may be liquidated and the proceeds may remain in cash until certain conditions are met related to trade size and position deviation from the target allocation. Although OMP accounts are not considered tax efficient or tax managed, LPL may delay placing transactions on non-retirement accounts by one day for any rebalancing scheduled to occur on the first one year anniversary date of the account opening in an attempt to limit short-term tax treatment for any position being sold. In connection with the program, LPL also acts as custodian to accounts, provides research information to Advisor, provides brokerage and execution services as the broker-dealer on transactions, and performs administrative services, such as quarterly performance informationreporting to clients. Fee Schedule In the OMP XXX program, clients pay LPL and Advisor its IARs an ongoing advisory annual account fee (“Account Fee”)) for advisory services. The Account Fee is negotiable between the client and the Advisor IAR and is set out in the Account Application. The Account Fee is typically a straight percentage based on the value of all assets in the account, including cash holdings. The Account Fee also may be structured on a tiered basis, with a reduced percentage rate based on reaching certain thresholds. The maximum Account Fee is 2.503.00%. The Account Fee may be higher than the fee charged by other investment advisors for similar services. The Account Fee is paid to LPL, LPL and LPL shares up to 100% with the Advisor pursuant to the agreement is shared between LPL and Advisor. LPL and Advisor do not accept performance-based fees under OMPthe IAR. How the Account Fee is Charged LPL deducts the Account Fee and other fees and charges associated with an OMP a XXX account from the account. LPL calculates and deducts the Account Fee in the method described in the Account Agreement, unless other arrangements are made in writing. If a client wishes to be billed for the Account Fee, rather than a deduction directly from the account, the client needs to make a request to LPL through the AdvisorIAR. Payment in Advance and Refund of Pre-Paid Fees LPL deducts the Account Fee quarterly in advance. If the Account Agreement is terminated before the end of the quarterly period, LPL will pay the client a prorated pro rated refund of any pre-paid quarterly Account Fee based on the number of days remaining in the quarter after the termination date. However, if the account is closed within the first six months by the client or as a result of withdrawals that bring the account value below the required minimum, LPL and Advisor reserve reserves the right to retain the pre- pre-paid quarterly Account Fee for the current quarter in order to cover the administrative costs of establishing the account (for example, the costs related to transferring positions in and out of the account, data entry in opening the account, reconciliation of positions in order to issue quarterly performance informationreports, and re-registration of positions). After the termination date, LPL may convert the account to a brokerage account. In a brokerage account, client is charged a commission for each transaction transaction, and LPL and Advisor the IAR have no responsibility to provide ongoing investment advice. Other Types of Direct Fees and Expenses of LPL LPL charges fees related to a XXX account in addition to the Account Fee. • In XXX, clients do not pay LPL brokerage commissions for execution of transactions in the account; however, the client pays a transaction charge for the purchase and sale of certain securities in the account. The transaction charges are set out in XXX Account Agreement and vary depending on the type of security being purchased or sold. The transaction charges are paid to LPL to defray costs associated with trade execution and are not shared with IARs. In the case of mutual funds, the transaction charges vary depending on whether LPL receives and retains compensation from the mutual fund for services it provides to the fund, such as recordkeeping fees and asset-based service fees or sales charges. LPL uses that compensation from mutual funds to reduce its trading costs, and therefore, assesses a lower transaction charge to clients. Mutual fund transaction charges range from $0 to $26.50. For more information regarding LPL’s brokerage practices, see the section of this Brochure titled “Additional Information - Brokerage Practices.” • LPL charges accounts with assets valued at less than $100,000 an additional $10 quarterly fee at the end of the quarter. • Clients that hold hedge funds and managed futures pay an annual alternative investment administrative fee of $35 per position, subject to a maximum of $100 per account per year. • If an account is approved for trading on margin and the client has entered into a margin agreement with LPL, the client will be charged margin interest on any credit extended to or maintained by the client. LPL will retain a portion of any interest charged. This interest charge is in addition to the Account Fee. The Account Fee is not charged on any margin debit balance, rather only on the net equity of the account. Clients also pay LPL other additional miscellaneous administrative or custodial-related fees and charges that may apply relate to an OMP a XXX account. LPL notifies clients of these charges at account opening and makes available a current list of these charges on its website at xxx.xxx.xxx. These fees include retirement account fees and termination fees, including, for example, a fee for loans processed for qualified retirement plan and 403(b)(7) plan accounts and an account termination fee for processing a full account transfer to another financial institution. These charges are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain clients. Fees Charged by Third Parties, Including the Optimum Funds There are other fees and charges that are imposed by third parties other than LPL that apply to investments in OMP accounts. In OMP, assets are invested in mutual funds and, therefore, there are two layers of advisory fees and expenses for those assets. Client will pay an advisory fee to the investment advisor of the Optimum Funds and other expenses as a shareholder of the Funds. Client will also pay LPL and Advisor the Account Fee with respect to those assets. The Optimum Funds or funds with similar investment objectives may be purchased outside of LPL. Therefore, clients could generally avoid the second layer of fees by not using the advisory services of LPL and Advisor and by making their own decisions regarding mutual fund investing. The amount of the advisory fees and other expenses of the Optimum Funds are set out in the prospectus and financial statements of the Optimum Funds, which are available upon request from Advisor or the Optimum Funds directly. Client should understand that a portion of the fees and expenses Client pays as a shareholder of the Optimum Funds is used by the sponsor of the Funds to pay LPL for services LPL provides with respect to the funds. See Item 9, “Participation or Interest in Client Transactions,” for more information on the payments received by LPL with respect to the Optimum Funds. Advisor may charge fees in addition to the Account Fee. Clients should refer to the Firm Brochure of Advisor for more information regarding fees charged by Advisor. Important Things to Consider About Fees on an OMP Account • The Account Fee is a single fee for investment advisory services and other administrative and custodial services. Clients do not pay a commission or transaction charge to LPL. The Account Fee may cost the client more than purchasing the program services separately, for example, paying an advisory fee plus commissions or transaction charges to a broker-dealer for each transaction in the account. Factors that bear upon the cost of the account in relation to the cost of the same services purchased separately include the: • type and size of the account • historical and or expected size or number of trades for the account, and • number and range of supplementary advisory and client-related services provided to the client. • The Account Fee may be higher than the fees charged by other investment advisors for similar services. This is the case in particular if the Account Fee is at or near the maximum Account Fee set out above. The Advisor is responsible for determining the Account Fee to charge each client based on factors such as total amount of assets involved in the relationship and the complexity, number and range of supplementary advisory and client-related services to be provided to the account. Clients should consider the level and complexity of the advisory services to be provided when negotiating the Account Fee with Advisor. • The Advisor recommending the program to the client receives compensation as a result of the client’s participation in the program. This compensation includes a portion of the Account Fee and also may include other compensation, such as bonuses, awards or other things of value offered by LPL to the Advisor. LPL pays this compensation based on the Advisor’s overall business production and/or on the amount of assets serviced in LPL advisory programs, including OMP. In particular, in certain cases, LPL pays an Advisor more compensation when providing services to an OMP account than other types of LPL advisory program accounts. Therefore, the amount of compensation from LPL can be more than what Advisor would receive if the client participated in other LPL advisory programs, programs of other investment advisors or paid separately for investment advice, brokerage and other client services. Therefore, the Advisor may have a financial incentive to recommend an OMP account over other programs and services. • The investment products available to be purchased in the program can be purchased by clients outside of an OMP account, through broker-dealers or other investment firms not affiliated LPL. • Clients should consider the impact of fees and expenses on their investment portfolio, as described in the informational brochure titled “How Fees and Expenses Affect Your Portfolio” on the XXX.xxx Investor Regulatory Resources page.