Robert Martin Lazaroff

Pathstone may agree to provide its services on either an hourly and/or fixed fee basis, or on the basis or the amount of assets under management. We will charge an annual fee, which may be payable in quarterly or other periodic installments, based upon a percentage of the market value of the assets under management by Pathstone. You should be aware that for clients with asset based fees, the more assets there are in your account, the more you will pay in fees. For these clients, we have an incentive to encourage you to increase the assets in your account.

For a limited number of clients, Pathstone has entered into performance-based fees arrangements with qualified clients. Performance based fee arrangements create an incentive for us to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement.

In addition to our fees, you will incur additional fees and costs related to the investments in your account, such as custodian fees, account maintenance fees, transaction costs, surrender charges, wire transfer and electronic fund fees, internal management fees of mutual funds and variable annuities, and other product related fees such as redemption fees.

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. Here are some examples to help you understand what this means.

• Pathstone may bear lower research related expense as a result of certain affiliated private funds. This is a conflict of interest because we have an incentive to recommend these investments to you rather than investments for which our affiliates do not serve as the general partner.

• Pathstone recommends client investments in unaffiliated private funds if the investment is within the client’s stated investment strategy and risk tolerance. Certain investments recommended by Pathstone present a conflict of interest as a result of Pathstone serving as the investment adviser to persons managing the private funds.

• We receive research and execution services from certain brokers with whom we recommend clients custody their assets. This is a conflict of interest because we have an incentive to use these broker dealers who provide us with research and execution services rather than other broker dealers.

• We receive certain client referrals from third parties to whom we pay referral fees. This is a conflict of interest because we have an incentive to pay referral fees so that the third parties will refer clients to us that they otherwise might not refer to us.

As a registered investment adviser, we are fiduciaries to our clients. That means we are required to act in your best interest throughout our entire advisory relationship.

Our financial professionals receive a salary and a discretionary bonus based on their individual performance and the success of the firm. Our financial professionals also receive additional compensation when they obtain new clients or additional client assets for us. This is a conflict of interest because it creates an incentive for our financial professionals to recommend our investment advisory services to you.