A. Description of the Advisory Firm Independent Wealth Advisors, LLC (hereinafter “IWA”) provides portfolio management to clients under this wrap fee program as sponsor and portfolio manager. The Program operates under LPL Financial’s (“LPL”) Strategic Wealth Management platform (“SWM II”). Although clients do not pay a transaction charge for transactions in a SWM II account, clients should be aware that IWA pays LPL transaction charges for those transactions. The transaction charges paid by IWA vary based on the type of transaction (e.g., mutual fund, equity or ETF) and for mutual funds based on whether or not the mutual fund pays 12b- 1 fees and/or recordkeeping fees to LPL. Transaction charges paid by the Advisor for equities and ETFs are $9. For mutual funds, the transaction charges range from $0 to $26.50. Because IWA pays the transaction charges in SWM II accounts, there is a conflict of interest in cases where the mutual fund is offered at both $0 and $26.50. Clients should understand that the cost to Advisor of transaction charges may be a factor that IWA considers when deciding which securities to select and how frequently to place transactions in a SWM II account. In many instances, LPL makes available mutual funds in a SWM II account that offer various classes of shares, including shares designated as Class A Shares and shares designed for advisory programs, which can be titled, for example, as “Class I,” “institutional,” “investor,” “retail,” “service,” “administrative” or “platform” share classes (“Platform Shares”). The Platform Share class offered for a particular mutual fund in SWM II in many cases will not be the least expensive share class that the mutual fund makes available, and was selected by LPL in certain cases because the share class pays LPL compensation for the administrative and recordkeeping services LPL provides to the mutual fund. Client should understand that another financial services firm may offer the same mutual fund at a lower overall cost to the investor than is available through SWM II. In other instances, a mutual fund may offer only Class A Shares, but another similar mutual fund may be available that offers Platform Shares. Class A Shares typically pay LPL a 12b-1 fee for providing shareholder services, distribution, and marketing expenses (“brokerage-related services”) to the mutual funds. Platform Shares generally are not subject to 12b-1 fees. As a result of the different expenses of the mutual fund share classes, it is generally more expensive for a client to own Class A Shares than Platform Shares. An investor in Platform Shares will pay lower fees over time, and keep more of his or her investment returns than an investor who holds Class A Shares of the same fund. IWA has a financial incentive to recommend Class A Shares in cases where both Class A and Platform Shares are available. This is a conflict of interest which might incline IWA, consciously or unconsciously, to render advice that is not disinterested. Although the client will not be charged a transaction charge for transactions, Advisor pays LPL a per transaction charge for mutual fund purchases and sales in the account. IWA generally does not pay transaction charges for Class A Share mutual fund transactions accounts, but generally does pay transaction charges for Platform Share mutual fund transactions. The cost to IWA of transaction charges generally may be a factor Advisor considers when deciding which securities to select and whether or not to place transactions in the account. The lack of transaction charges to IWA for Class A Share purchases and sales, together with the fact that Platform Shares generally are less expensive for a client to own, presents a significant conflict of interest between IWA and the client. In short, it costs IWA less to recommend and select Class A share mutual

funds than Platform shares, but Platform shares will generally outperform Class A mutual fund shares on the basis of internal cost structure alone. Clients should understand this conflict and consider the additional indirect expenses borne as a result of the mutual fund fees when negotiating and discussing with your Advisor the advisory fee for management of an account. Total Assets Under Management Annual Fee $10,000 - AND UP Up to 1.25% Portfolio management fees are withdrawn directly from the client’s accounts with client’s written authorization on a quarterly basis. Fees are paid in advance. The advisory fee is calculated using the value of the assets on the last business day of the prior billing period. Refunds for any fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty, for full refund of IWA’s fees, within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. B. Contribution Cost Factors The program may cost the client more or less than purchasing such services separately. There are several factors that bear upon the relative cost of the program, including the trading activity in the client’s account, the adviser’s ability to aggregate trades, and the cost of the services if provided separately (which in turn depends on the prices and specific services offered by different providers). C. Additional Fees IWA will wrap third party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.) for wrap fee portfolio management accounts. IWA will charge clients one fee, and pay all transaction fees using the fee collected from the client. Accounts participating in the wrap fee program are not charged higher advisory fees based on trading activity, but clients should be aware that IWA has an incentive to limit trading activities for those accounts since the firm absorbs those transaction costs. Certain other fees are not included in the wrap fee and are paid for separately by the client. These include, but are not limited to, margin costs, charges imposed directly by a mutual fund or exchange traded fund, fees associated with “step out” transactions if the account uses different custodians or broker-dealers, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. IWA will require that clients use LPL Financial LLC, CRD#6413 to execute transactions and therefore trade-away costs (brokerage and transactions costs when a different broker-dealer is selected to execute the transactions) are not applicable. D. Compensation of Client Participation Neither IWA, nor any representatives of IWA receive any additional compensation beyond advisory fees for the participation of client’s in the wrap fee program. However, compensation received may be more than what would have been received if client paid separately for investment advice, brokerage, and other services. Therefore, IWA may have a financial incentive to recommend the wrap fee program to clients.