Brian John Cleven

• Financial Planning and Consulting Fees: If you engage us for comprehensive financial planning or needs-based analysis for retirement or consulting services, you may pay a separate fixed fee or hourly rate.

• Merit Compass Program: You pay an annual fixed fee for these services.

• Asset Based Fees: You will normally pay an ongoing fee on a quarterly basis for asset management services. This fee is a percentage of the value of the assets in your account(s) and will be paid to us whether trades occur in your account during a quarter. In addition to our asset based fees, you will also pay transaction costs to the broker-dealer executing your trades.

• Wrap Fee Program: You will pay us a single annual percentage fee for asset management services that also covers most transaction costs in your account. Therefore, the annual management fee may be higher than a non-wrap account fee. In addition to the foregoing fees, your managed portfolio will incur other expenses. The most common examples are the custodian’s charges for maintenance of your accounts and the internal fees imposed by mutual funds and exchange traded funds. If all or a portion of your assets is managed by a third-party money manager, you will also pay the manager’s advisory fee.

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.

More information is available in our Form ADV Part 2A (our “Brochure”) in Items 5 and 12 and Appendix 1, Wrap Program Brochure in Item 4.

When we act as your investment adviser, we must 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. Here are some examples to help you understand what this means:

• Our asset management fees are calculated as a percentage of the assets we manage for you. This type of fee arrangement could also influence us to recommend that you deposit more assets in your account, which would increase our fees.

• Most of our financial professionals are registered representatives of a broker-dealer. Your financial professional can earn additional transaction-based compensation when providing brokerage services through a broker-dealer. The more transactions in your account, the more compensation he or she will earn. This creates an incentive for your financial professional to encourage you to engage in transactions. You are encouraged to learn more about this arrangement by having a discussion with your financial professional.

• Our firm’s financial professionals include licensed insurance agents who sell insurance products for a commission. They have an incentive to recommend insurance products to you to increase their compensation.

• Although you will not be charged a transaction fee for trades in a Wrap account, we and/or your financial professional pay the broker dealer a per transaction charge for purchases and sales in the Wrap account. The cost to your financial professional and/or the firm, of the transaction charges may be a factor which we and/or your financial professional considers when deciding which securities to select and whether or not to place transactions in the account. This is a conflict of interest.

More information is available in our Form ADV Part 2A (our “Brochure”) in Items 4, 10, 11 and 12 and Appendix 1, Wrap Program Brochure in Item 4.

Our financial professionals receive a portion of the advisory fees paid by you. Some are paid both a fixed salary and a variable bonus, because of his or her efforts in developing, maintaining client relationships and the amount of assets they may gather.

In addition to working as a financial professional for us, your financial professional may also act as a registered representative of a broker-dealer and/or offer insurance as a broker or agent through numerous insurance companies. These roles create conflicts of interest as discussed above.