Nicholas Gregory Caruso

We generally offer advisory services for a fee based on assets under management or advisement as further described in the client agreement. Certain clients are charged fixed fees. We generally bill our fees in advance on a quarterly or monthly basis based upon the value of assets under management and/or advisement on the last day of the previous billing period, as valued by the custodian or another independent third-party. As a result, more assets in an account means more fees which creates an incentive for us to encourage clients to increase the amount of assets in an account. Fees for financial planning, reporting, and/or consulting services can be a percentage of assets under advisement, based on the client’s net worth or a flat or hourly rate. The structure and level of our fees will vary by client based upon the services provided and other considerations deemed relevant by us. All fee arrangements are subject to negotiation. Please see your client agreement for the fees applicable to you.

The fees charged by the Firm are exclusive of other fees and expenses applicable to each client’s account, including brokerage commissions, banking fees, custodial fees, transaction fees and certain investment-related expenses. Our fees are exclusive of the fees and expenses charged by other advisers and investments products, including affiliated private funds. More detailed information about fees and costs can be found in Item 5 of our Form ADV, Part 2A brochure.

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.

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.

Together with our affiliates, we offer a variety of services to clients beyond investment advisory services. As further disclosed in our Form ADV Part 2A, our affiliates charge fees in addition to our fees and we receive compensation for referring clients to affiliates. Certain of our associates who are wealth advisors are registered representatives of a broker dealer and/or licensed insurance agents and are compensated for the sale of securities and/or insurance related products. To the extent such insurance products have commissions payable to the advisor, this presents a conflict of interest for the advisor to recommend such products for additional compensation. When you purchase an investment product through MSEC, MSEC receives payment in the form of a commission. This incentivizes advisors registered with MSEC to recommend such investment products based on the commission to be received. In situations in which MSEC receives an up-front commission and/or trail commission for a product sold through it, such as a mutual fund, we will not also charge a fee on the assets associated with this product. In situations where we recommend clients invest in affiliated private funds, we have an incentive to make such recommendations as the affiliated private funds charge fees in addition to and separate from the fees charged by us. More detailed information about conflicts of interest can be found in our Form ADV, Part 2A brochure.

As permitted by applicable law, we compensate certain associates for business development activities, including the attraction or retention of client assets. Certain wealth advisors are compensated through a base salary and bonus while others are entitled to receive and share in the advisory fees payable to the Firm by a client. Certain of our advisors are registered representatives of a broker dealer and/or licensed insurance agents and are compensated for the sale of securities and/or insurance-related products. From time to time, we may receive indirect compensation from service providers or vendors in the form of gifts, entertainment, training sessions, tokens of appreciation, meals and/or gratis attendance at industry conferences and educational events.