Bazis Private Wealth’s asset management services are provided via our Private Portfolio Management Program (PPM) services. Our PPM program provides continuous and ongoing asset management and supervision over your specified accounts. The Private Portfolio Management Program (“PPM”) is a wrap-fee programs through which Bazis Private Wealth LLC (“Advisor” or “we”) provide investment supervisory services to clients and prospective clients (“clients” or “you”). Our investment supervisory services include giving continuous advice to you and making investments based on your individual needs. PPM sservices are provided on both a discretionary and non-discretionary basis. On a discretionary basis, we make all decisions to buy, sell or hold securities, cash or other investments in the managed account in our sole discretion without consulting with you before making any transactions. You must provide us with written authorization (through the specific program Investment Management Agreement) to exercise this discretionary authority. You can place reasonable restrictions and limitations on the discretionary authority. If asset management services are provided on a non-discretionary basis, this means that we always contact you before implementing any transactions in an account. When making the determination of whether one of the advisory programs available through Advisor is appropriate for your needs, you should bear in mind that fee-based accounts, when compared with commission-based accounts, often result in lower costs during periods when trading activity is heavier, such as the year an account is established. However, during periods when trading activity is lower, the fee-based account arrangements may result in a higher annual cost for transactions. Thus, depending on a number of factors, the total cost for transactions under a fee account versus a commission account can vary significantly. Factors which affect the total cost include account size, amount of turnover, type and quantities of securities purchased or sold, commission rates and your tax situation. It should also be noted that lower fees for comparable service may be available from other sources. The exact fees and other terms will be outlined in the agreement between you and Advisor. Our Asset management services are designed to provide a disciplined advisory approach to meet your objectives and needs. The portfolio managers develop disciplined portfolios based on your investment objectives and individual needs as established in the initial client interview. To develop our investment management discipline, we rely on quantitative research and fundamental research obtained from third- party sources. Our sources of information include financial newspapers and magazines, inspection of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses and filings with the SEC and company press releases. When managing assets, strategies can be employed that include both long term (securities held at least a year) and short term (securities sold within a year) purchases of securities and, depending on your objectives, supplemental covered option writing. However, in special circumstances the strategies may also include margin transactions, other option strategies, and trading (securities sold within 30 days) or short sale transactions. If margin is used in your account, you should be aware that the margin balance will not be included in the asset under management total used to calculate advisory fees. Using margin is not suitable for all investors since it increases leverage in the client’s account and, therefore, its risk. After you sign the Investment Management Agreement, we assist you in establishing one or more brokerage accounts (“account”) through which all transactions are implemented and processed. For our PPM program we require a minimum initial account value of $10,000,000, although the minimum may be waived under certain circumstances (i.e., potential additional deposits, family relationships, referral sources, etc.). We recommend that your assets to be allocated to our Asset Management Services Program be maintained in a brokerage account with LPL Financial, LLC, Charles Schwab and/or TD Ameritrade, SEC registered broker/dealers and members of NYSE/SIPC (“Qualified Custodians”). Advisor is independent and not affiliated with any broker dealer or custodian. One or more of these institutions will be the qualified custodian for all accounts established through our PPM or PPW Programs. Clients may also be advised to invest directly in mutual fund investments that will be held directly with the fund company. We will primarily utilize American Funds Service Company as the qualified custodian for these clients. You will appoint Advisor as your investment adviser of record on specified accounts. Your account will consist only of separate account(s) held by the qualified custodian under your name. The Qualified Custodian will not have discretion authority over your account and will act solely on instructions it receives from Advisor. The Qualified Custodian has no responsibility for our services and undertakes no duty to you to monitor the management of your account or other services provided by Advisor. The Qualified Custodians will hold your assets in a brokerage account and buy and sell securities or execute other transactions when it receives instructions from Advisor. Advisor does not act as custodian and does not have direct access to your funds and securities except to have advisory fees deducted from your account with your prior written authorization. The qualified custodian will maintain physical custody of all funds and securities of your Account, and you will retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) for your account. Brokerage transactions are processed and cleared by either of our Qualified Custodians unless otherwise directed by you and agreed to by us. Your directions to use another broker/dealer must be given to us in writing. When recommending the use of a Qualified Custodian, they may offer additional compliance and computer technology and research. The selected Qualified Custodian will also serve as the primary custodians for your assets. We do not act as custodian and will not have direct access to your funds and securities except to have advisory fees deducted from your account with your prior written authorization. Your directions to use a broker/dealer other than our Qualified Custodians disclosed above must be given to us in writing. If you do so, you should understand that we may not be able to obtain the best prices and execution for account transactions. If you direct us to use a specific broker/dealer, you may receive less favorable prices than would otherwise be the case if you had not designated a particular broker/dealer or custodian. We may place directed trades after effecting non-directed trades for our other clients. PPM accounts are charged a single “wrap fee” that covers advisory, execution, custodial and reporting services. For our PPM asset management services Clients are billed on a percentage of assets under management. Asset under management fees are negotiated as a percentage of assets held is a client’s managed accounts not to exceed an annualized rate of up to a maximum of 2% billed quarterly in advance and calculated as of the account value as of the beginning of each quarter. The amount of asset management fees to be charged and the method of billing

will be specified in the client agreement. In addition to compensating Advisor for our asset management services the fees charged also allow Advisor to pay for the brokerage and execution services provided by the Qualified Custodians. Participation in WRAP fee programs do not necessarily cover all of the transaction execution fees a client may be responsible for paying. Fees not included in the wrap program include charges imposed directly by mutual fund, fund index, or exchange traded fund which are disclosed in the fund’s prospectus (i.e. fund management fees and other fund expenses), mark ups and mark owns, spreads paid to market makers fees for trades executed away at a broker dealer other than our Qualified Custodians. In addition, the Securities and Exchange Commission imposes a transaction fee in accordance with Section 31 of the Exchange Act. The fee is determined by a formula set by the SEC and will be deducted from the proceeds of all sale transactions. Fees not covered by our program fee will be charged directly to your account by the custodian. If accounts are created mid-quarter, fees are prorated and billed at the end of the initial period along with the first full quarter’s advance billing. The prorated fee is based on the number of days services are provided during the quarter and begin on the day the account is initially funded. The above fee schedule is negotiable at our discretion based on:
• The amount of assets under management
• The anticipated level of trading activity pursuant to the security types maintained in the account
• The complexity of the managed assets
• Whether or not we are granted discretionary authority on the account
• The number of accounts we are managing for you and your related persons
• Our history with or other relationships with you
• Potential future assets that may be invested with us We require a minimum initial account value of $10,000,000, although the minimum may be waived under certain circumstances (i.e., potential additional deposits, family relationships, referral sources, etc.). Fees charged for our asset management services do not exceed 1% of the account value if the account meets our stated required minimum of $10,000,000. If we accept an account that is less than $1,000,000, the fees charged will range up to a maximum of 2% dependent upon factors such as the amount of assets to be managed, the anticipated level of trading, complexity, whether the account is discretionary or nondiscretionary, the number of accounts managed by related persons, and/or potential future assets that may be invested with us to make this calculation. For clients with multiple accounts, we do not aggregate accounts for purposes of fee billing Asset Management fees are billed quarterly in advance and calculated as of the account value as of the beginning of each quarter. The amount of asset management fees to be charged and the method of billing will be specified in the client agreement The amount of asset management fees that will be charged to client accounts will be specified in the asset management agreement signed before any services are provided. Unless agreed upon otherwise, you agree to have fees deducted from your account. You must provide the account custodian with written authorization to have the fees deducted from the account and paid directly to us. This authorization is usually given when the new account paperwork is prepared and signed. At least quarterly, you receive an account statement from your account custodian detailing transactions in your account, including advisory fees charged. You should review the account statements received from the account custodian and verify that appropriate advisory fees are being deducted. For the purposes of calculating asset management fees, the “value of the account” means the sum of the long and short market value of all securities, mutual funds and, if applicable, money market funds, credit balances and cash balances in a related bank demand deposit account. In valuing the account, we use the closing prices or, if not available, bid prices of the last recorded transaction for listed securities, options and over-the-counter NASDAQ securities. For mutual funds, we use the funds’ most current net asset value, as computed by the fund company. In so doing, we utilize information provided by quotation services believed to be reliable. If any such prices are unavailable or believed to be unreliable, we determine prices in good faith so as to reflect our understanding of fair market value. We do not bill on the value of the margin debit balance. If the account is maintained at a custodian other than margin debit balances may or may not reduce the account value. To the extent mutual funds are selected to fill components of the overall investment strategy, the wrap-fee previously referenced does not include the customary fees and expenses associated with investing in mutual funds or other costs of establishing and maintaining an account with mutual funds including 12(b)- 1 fees and expenses. In addition to the wrap-fee charged we charge, each mutual fund in which assets are invested incurs separate investment advisory fees and other expenses for which you bear a proportionate share. A description of these fees and expenses is available in each investment company security’s prospectus. The advisory fees charged by us are separate and distinct from these other fees and we do not receive or share in a portion of such fees. Our representatives do not receive a portion of the 12(b)-1 fees. Our representatives only recommend mutual funds to you if such mutual funds are suitable for you and appropriate for fulfilling your objectives. Advisor pays the Qualified Custodians a transaction fee for each executed trade in a wrap account. As a result Advisor has a financial incentive to limit orders for wrap fee accounts because trades increase or transaction costs crating an incentive to trade less frequently in a wrap fee program. In addition to compensating Advisor for our asset management services the fees charged also allow Advisor to pay for the brokerage and execution services provided by the Qualified Custodians. A wrap fee is not based directly on the number of transactions in your account. Various factors influence the relative cost of our wrap fee program including the cost of our investment advice, custody and brokerage services if you purchased them separately, the types of investments held in your account and the frequency, type and size of the trades in your account. Although we believe our fees are reasonable in relation to the services provided, you should be aware comparable services may be available from other sources. Fees for our services may be more or less than the cost of purchasing the same services separately through other investment advisors or through other programs offered by us. We do not act as principal and do not buy from or sell securities we own to any client. We do not engage in agency cross transactions. Either party may terminate our asset management services at any time by providing written notice to the other party. Termination is effective upon receipt of the notice. If notice is received within five business days of signing the client agreement, services are terminated without penalty and we promptly refund any fees you paid in advance. After the initial five business days, fees are prorated based on the number of days that services are provided prior to receipt of termination notice. We promptly refund any pre-paid, unearned fees to you.