MICHAEL E. CARLSON

Principal Fees and Costs. We offer financial planning and consulting services on an hourly or flat-fee basis. The other services we offer generally involve us directly or indirectly managing your investment portfolio for a fee based on a percentage of the assets under management. Our fees are generally negotiable and can vary based on factors such as the expected complexity of strategies to be pursued, the type of account to be managed, and the types of securities available to recommend or purchase.

Because our fee is based on the amount of assets we manage, the more assets a retail client places under our management, the more the client will pay in fees. Therefore, we have an incentive to encourage retail clients to increase the amount of assets in their accounts.

Other Fees and Costs. In addition to the fee you pay us for the services we provide, you are also responsible for other fees and costs (discussed below) incurred in connection with the management of your account and when implementing transactions recommended under a financial planning or consulting relationship, such as, for example, transaction costs and brokerage or custodial fees. Certain investment products, such as mutual funds and exchange-traded funds, charge ongoing fees to cover their internal operating costs, including portfolio management fees, legal and accounting services, and marketing expenses. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.

Under our wrap program, the asset-based fee you pay covers both the investment management services and most transaction costs and fees and therefore is generally higher than a typical asset-based advisory fee. In cases where we pay for transaction costs individually, we face a conflict of interest with you because we have an incentive to minimize the transactions within your account.

When we act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the investment advice we provide you.

For example, some of our investment adviser representatives are also registered representatives of an unaffiliated broker- dealer or licensed insurance salespersons (or both). When these representatives prepare a financial plan for you, they have an incentive to recommend commission-paying products and subsequently offer to help implement the plan by serving in their capacity as a broker-dealer representative or insurance agent (and not as a representative of ours). We face a conflict in recommending the services of our affiliate NorthCrest Asset Management, LLC because we will indirectly benefit financially if you use its services and because some of our investment adviser representatives receive a referral fee for referring clients to that affiliate. Although these conflicts exist, we attempt to mitigate their effect by notifying you that they exist and confirming that you are under no obligation or expectation to implement any plan recommended by or through us through your representative in the representative’s separate capacity as a registered representative of a broker-dealer or to utilize the services of NorthCrest Asset Management, LLC.

Your financial professional receives a portion of the fees you pay us for financial planning, consulting, or asset management services. Therefore, if you pay asset-based fees, our financial professionals have an incentive to recommend that you increase your assets under management with us because it will increase their compensation. Additional conflicts may exist, such as the example noted above about representatives also serving as insurance salespersons or registered representatives of a brokerdealer. You are encouraged to discuss these and any other potential conflicts with your representative.