A. About BNY Mellon Advisors, Inc. BNY Mellon Advisors, Inc. (“BNYMA”), formerly known as Lockwood Advisors, Inc. (“Lockwood”), is a corporation organized in 1995 under the laws of the state of Delaware and opened for business in the summer of 1996. BNYMA is registered with the SEC as an investment adviser and is a wholly owned subsidiary of MBC Investments Corporation (“MBCIC”), which in turn is a wholly owned subsidiary of BNY Mellon IHC, LLC (“BNYMIHC”). BNYMIHC is a wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), a publicly-owned company. Between September 30, 2002 and January 1, 2024, BNYMA was wholly owned by Pershing Group, LLC; on January 1, 2024, an internal reorganization resulted in a change in the intermediate corporate ownership. Despite this reorganization, the ultimate ownership as well as management and the policies and procedures which govern BNYMA’s ownership have not changed. BNYMA does not have any offices located outside of the United States. BNYMA provides access to individual portfolio managers (“Portfolio Managers”) and investment advisory and discretionary services to broker-dealers, registered investment advisers, and other financial intermediaries (“Firms” or “Firm” in the singular) which, in turn, provide investment advice and consulting services to their clients (“Clients”). Client level advice is generally performed by an employee, agent, affiliate or other delegated persons of a Firm (collectively, “Consultants”). BNYMA may accept certain non-U.S. clients, in its sole discretion, in accordance with all applicable laws, however the only offering currently available to non-US residents is the BNY Mellon Target Risk Offshore Portfolios. An affiliate of BNYMA, Pershing LLC (“Pershing”) is a SEC registered broker-dealer that is a member of the Financial Industry Regulatory Authority (“FINRA”), the Securities Investor Protection Corporation (“SIPC”) and the New York Stock Exchange (“NYSE”), and provides clearing and custody services for the BNYMA program described in this Brochure. Another affiliate of BNYMA, Pershing Advisor Solutions LLC (“Pershing Advisor Solutions”), is a SEC registered broker-dealer that is a member of FINRA and SIPC, and provides retail brokerage services for certain Clients in the Managed360 Program. BNYMA, Pershing and Pershing Advisor Solutions are affiliated companies, each of which is indirectly owned by BNY Mellon. BNYMA’s range of investment options includes the following:
• Separately Managed Accounts (“SMA”) – Researched SMA managers and open architecture SMA managers;
• BNY Mellon AdvisorFlex Portfolios (formerly known as Lockwood AdvisorFlex Portfolios) – A flexible mutual fund and exchange-traded fund (“ETF”) wrap product; BNY Mellon Target Risk Focus Portfolios (formerly known as Lockwood WealthStart® Portfolios) – A fixed mutual fund and ETF wrap product;
• BNY Mellon Target Risk Portfolios (formerly known as Lockwood Asset Allocation Portfolios) – A fixed mutual fund and ETF wrap product; BNY Mellon/American Funds Core Portfolios (formerly known as Lockwood/American Funds Core Portfolios) – A fixed mutual fund and ETF wrap product constructed using American Funds mutual funds;
• BNY Mellon Flexible Unified Managed Account (formerly known as Lockwood Flexible Unified Managed Account) – A flexible unified managed account (“UMA”) wrap product;
• BNY Mellon Advisors Third-Party Strategists Offering (formerly known as Third-Party Strategists) – Open architecture mutual fund and ETF models;
• BNY Mellon Target Retirement Date Portfolios – A multi-discipline mutual fund and ETF wrap account product in which asset class/style allocations shift to a more conservative profile over time to seek to reduce risk as the applicable target retirement date approaches;
• BNY Mellon Precision Direct IndexingSM S&P 500® – Customized portfolios constructed using equity securities that track a target benchmark (i.e., the S&P 500); and
• BNY Mellon Target Risk Offshore Portfolios (formerly known as Lockwood Offshore Asset Allocation Portfolios) – A fixed mutual fund and ETF wrap product only available to non-US residents constructed using funds qualified under the European Union’s Undertakings for Collective Investment in Transferable Securities (“UCITs”). Investment options specifically made available to you may vary depending on your Firm. BNYMA provides SMAs in which each account has a Portfolio Manager responsible for the day-to-day investment decisions. In most cases, the Portfolio Managers used are independent from BNYMA and its affiliates. In cases where a Portfolio Manager is affiliated with BNYMA, it will be designated as an affiliate. In addition, because BNYMA also functions as a Portfolio Manager in certain products, BNYMA, itself, is the underlying manager on some Client accounts. Unless otherwise noted, all references in the Brochure to a Portfolio Manager should be read to include BNYMA’s acting as a manager with respect to the following products: BNY Mellon AdvisorFlex Portfolios, BNY Mellon Target Risk Portfolios, BNY Mellon Target Risk Offshore Portfolios, BNY Mellon Target Risk Focus Portfolios, BNY Mellon/American Funds Core Portfolios, BNY Mellon Flexible Unified Managed Account, BNY Mellon Target Retirement Date Portfolios and the BNY Mellon Third-Party Strategists Offering. BNYMA also provides investment advice to other financial intermediaries that may participate in one or more BNYMA programs. In addition, BNYMA provides initial and ongoing research to its affiliate, BNY Mellon Investment Servicing Trust Company, relating to mutual funds available in its Health Savings Accounts offering. This Brochure describes the Managed360 Program (the “Program”), which allows you, with the assistance of your Consultant, to select one or more third party Portfolio Managers or BNYMA products where BNYMA serves as manager. BNYMA serves as program sponsor of the Program. In the Program, a Portfolio Manager manages your investment portfolio on a discretionary basis. BNYMA imposes certain minimum eligibility criteria on the Portfolio Managers, which are described in Item 6. You will open one or more brokerage accounts (“Brokerage Accounts”) with your broker-dealer (the “Broker”), who in turn will have a relationship with Pershing where Pershing provides clearing and custody services to your Broker on a fully-disclosed basis. As Program sponsor, you can expect BNYMA to perform services in one or more of the following capacities: working with your Consultant to offer investment advisory services tailored to meet your individual needs, including suggesting specific investment style allocations, certain periodic rebalancing and investment plan adjustment; entering into an investment advisory agreement with you;
• providing access to Pershing for clearing, custody, and other brokerage services;
• reviewing Portfolio Managers, third party model providers (“Third Party Model Providers”) and other investment vehicles for inclusion in the program or a specific product;
• providing your Consultant access to summary information and quantitative information about the Portfolio Managers and the investment styles provided by the Portfolio Managers;
• acting as manager for certain discretionary proprietary managed products described below; and
• providing access to model portfolios (“Models”) created by Third Party Model Providers and acting as manager with respect to such Models. In accordance with Rule 3a-4 under the Investment Company Act of 1940, as amended, BNYMA may contractually delegate certain administrative services to another party. BNYMA has delegated certain administrative functions to its affiliates, including the Managed Accounts division of Pershing (“Managed Accounts”), including:
• providing service, operational support and training to the Consultants;
• maintaining information about the Portfolio Managers’ investment styles, and making it available to the Consultants;
• providing an investment proposal generation tool, web-based account setup and account maintenance tools to the Consultants;
• providing account and asset reporting capabilities to the Consultants and the Firm, including access to daily and quarterly investment performance reports;
• delivering BNYMA’s Brochure to you annually and at the time you enter into the investment advisory agreement with BNYMA;
• for each Portfolio Manager selected by you, providing initial delivery of the Portfolio Manager’s Form ADV, Part 2 brochure (“Manager Brochure”); providing fee payments to the Portfolio Managers, Third Party Model Providers and the Consultant or the Firm; and providing support to the Portfolio Managers, which includes Portfolio Manager training, daily reporting, resolution and Portfolio Manager notification regarding trading, Portfolio Manager relationship management, Portfolio Manager data set-up assistance within the applicable systems, and coordinating with Portfolio Managers when your Firm submits account requests. In some cases, the Firm serves as the Broker and, if the Broker is dually registered as an investment adviser, the investment advisory representatives of the Firm serve as the Consultants. Alternatively, the Broker may partner with a third-party registered investment adviser (“RIA”) and the investment advisory representatives of the RIA serve as Consultants. For other Firms, Pershing Advisor Solutions serves as the Broker and the Firm’s employees, agents, affiliates or other delegated persons who are investment adviser representatives serve as the Consultants. The Firm and/or the Consultant may obtain certain of the services described above, such as performance reporting and fee billing of the Consultant’s and/or Firm’s fee, from a third-party service provider instead of from Managed Accounts, and/or they may perform certain of these functions internally. Pershing Advisor Solutions may provide certain support functions to the Consultant and the Firm instead of BNYMA or Managed Accounts. B. The Consultant The Consultant assists you in determining investment objectives and asset allocation and which Portfolio Managers and investment solution(s) to select to manage your account(s) in the Program. You and your Consultant are responsible for reviewing your financial situation, risk tolerance and time horizon to determine your asset allocation and investment objectives. BNYMA has delegated to your Consultant and Consultant’s Firm responsibility for all applicable aspects of suitability with respect to you, including a determination of the suitability of (i) your participation in the Program, (ii) the selected Portfolio Manager, (iii) securities transactions and (iv) the applicable fees. The Consultant is also responsible for ongoing monitoring and review of each Portfolio Manager’s investment strategy and performance, your asset allocation and investment objectives and other applicable due diligence information. The Consultant is also responsible for obtaining your written authorization for certain account maintenance requests and forwarding such authorizations to the Broker, BNYMA or Managed Accounts for processing. Your Consultant may give you an investment questionnaire to collect financial information from you, so he or she can assist you in establishing appropriate investment goals, objectives and an investment policy for your investment portfolio(s) (“Investment Questionnaires”). In general, once you and your Consultant determine which Program and investment choices best suit your needs, the Consultant submits the necessary paperwork to BNYMA or Managed Accounts. You and BNYMA enter into a client agreement which sets out the parameters of BNYMA’s relationship with you (the “Client Agreement”). The Client Agreement will designate the Broker with whom you have opened the Brokerage Account(s). Based on the information collected in the Investment Questionnaire, your Consultant formulates an asset allocation proposal and identifies Portfolio Manager(s) that your Firm and Consultant believe are appropriate for your investment account. Generally, your Consultant will present you with a written investment proposal. Your Consultant will ask you to accept and approve this investment proposal. As part of the acceptance and approval process, and by signing the Client Agreement, you authorize BNYMA to delegate to the selected Portfolio Manager(s) discretionary trading authority over the applicable portion of your account. In some cases, BNYMA may be the selected Portfolio Manager. For specific information regarding BNYMA’s discretion with respect to the Third Party Model Providers Models, see Item 6. Through your agreement with the Consultant and/or the Firm, you shall authorize the Consultant to reallocate assets within the account, to harvest tax gains and losses and to change individual Portfolio Managers provided such changes are in accordance with your objective. BNYMA is not responsible for Consultant’s actions taken to reallocate assets within the account, to harvest tax gains and losses or to change individual Portfolio Managers. C. Broker The Broker or its designee is responsible for the following:
• maintaining records of your brokerage account application and agreement and other required account opening documents;
• facilitating brokerage-related books and records mailings to you;
• helping facilitate and support standard brokerage services such as account opening, funding and cash management functions;
• directing, through its relationship with Pershing, its clearing firm, custody and clearing, reporting and program administration for your account;
• ensuring delivery, through its relationship with Pershing, of transactions confirms and monthly statements to you and/or such other parties as directed by you; and
• accepting instructions from the Consultant on your behalf if you have given the Broker appropriate authorization. In certain cases, the Firm or its affiliate serves as Broker of record on your brokerage account (for purposes of this Brochure, references to Firm as Broker will also apply to Firm’s affiliate, as applicable). Alternatively, Pershing Advisor Solutions, BNYMA’s affiliate, serves as Broker of record on your brokerage account if selected by your Firm. Pershing, as clearing firm, performs due diligence of each non-affiliated Broker that has entered into a clearing agreement with Pershing. D. Products and Services 1. Separately Managed Accounts The SMA product provides you with access to third party Portfolio Managers who manage separately managed accounts on a discretionary basis. BNYMA collects a program fee (the “Program Fee”) for the SMA program for the services provided by BNYMA, Broker, Pershing, the Firm (if applicable) and the Portfolio Managers with respect to the SMAs. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The maximum Program Fee for the SMA program is set forth in the tables below. The fees are negotiable based on a number of factors that may result in a particular Client paying a fee greater or less than the fees shown below. In certain cases, the Program Fee for SMA differs between the different distribution channels through which your Firm participates in the Program. For example, the Firm may participate in the Turnkey Asset Management Program (“TAMP”) channel of the Program, in which BNYMA arranges for Pershing Advisor Solutions to be Broker. The minimum investment, which varies by Portfolio Manager, is included in Exhibit A. This product is not available to non-US residents. For the TAMP channel, the Program Fee for Equity and Balanced Styles and Program Fee for Fixed Income Styles are as follows: Effective September 30, 2017, in distribution channels other than the TAMP channel, the Program Fee for Equity and Balanced Styles and SMA Program Fee for Fixed Income Styles are as follows: Account Size Program Fee for Equity and Balanced Styles Program Fee for Fixed Income Styles First $500,000 0.88% 0.52% Next $500,000 0.83% 0.49% Next $4,000,000 0.78% 0.46% Over $5,000,000 0.68% 0.42% Where your Firm participates in the TAMP channel, BNYMA or Pershing Advisor Solutions provides additional administrative services. Accordingly, BNYMA charges a lower Program Fee for Equity and Balanced Styles and a lower Program Fee for Fixed Income Styles for accounts in other channels; however, this decision is made in BNYMA’s sole discretion and varies by product type. Pershing Advisor Solutions participates in both the TAMP channel and another channel and provides different services depending upon whether the TAMP channel is selected. The maximum Program Fee for Laddered Bond Styles is set forth in the table below. The fees are negotiable based on a number of factors that may result in a particular Client paying a fee greater or less than the fees shown below. Account Size Program Fee for Laddered Bond Styles First $500,000 0.35% Account Size Program Fee for Equity and Balanced Styles Program Fee for Fixed Income Styles First $500,000 0.95% 0.57% Next $500,000 0.90% 0.54% Next $4,000,000 0.85% 0.51% Over $5,000,000 0.75% 0.47% Next $500,000 0.35% Next $4,000,000 0.30% Over $5,000,000 0.25% Under BNYMA’s agreements with the Portfolio Managers, each Portfolio Manager receives a portion of the Program Fee as compensation for the discretionary investment services it provides. The Portfolio Managers’ fee rates are “institutional,” which means that they are based on the total assets managed by each Portfolio Manager in the Program for each investment style and may be reduced as total Program assets managed by each Portfolio Manager reach certain levels. For fixed income styles, the Portfolio Managers’ fees generally range from 0.15% to 0.35% of assets under management. For laddered bond styles, the Portfolio Managers’ fees are generally 0.15% of assets under management. For equity and balanced styles, the Portfolio Managers’ fees generally range from 0.30% to 0.65% of assets under management. Where the Firm serves as Broker, BNYMA and Pershing each retain a portion of the Program Fee (less the fee BNYMA pays to the Portfolio Manager) for the services each provide to you. This portion of the fee compensates BNYMA for its services as program sponsor as described in Section A and Pershing for its clearing and custody services. Where Pershing Advisor Solutions is the Broker, Pershing Advisor Solutions and BNYMA each retain a portion of the difference between the total SMA Program Fee and the fee BNYMA pays to the Portfolio Manager. This portion of the fee compensates (i) BNYMA for its services as program sponsor as described in Section A; (ii) Pershing Advisor Solutions for its services as Broker as described in Section C; and (iii) Pershing Advisor Solutions for the support functions it provides to the Consultants and the Firms. Pershing Advisor Solutions pays Pershing for its clearing and custody services. In addition to the Program Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Separately Managed Accounts, you can expect that BNYMA or Pershing will receive an administrative fee (“Administrative Fee”) to cover expenses associated with the portfolio accounting system, the billing support provided to Portfolio Managers, tax lot or performance reporting and other administrative services. The Administrative Fee is generally four (4) basis points (0.04%) annually for fixed income strategies and six (6) basis points (0.06%) annually for equity/balanced strategies based on the market value of your assets invested in the strategy. This Administrative Fee will not be in addition to the Program Fee that is presented to you in the Client Agreement and this Brochure. In certain instances, the Administrative Fee will be reduced or waived. If a particular Portfolio Manager fee is lower for an account, BNYMA retains a larger portion of the SMA Program Fee than it would for another account managed by a Portfolio Manager with a higher fee. Similarly, BNYMA or Pershing receives greater fees when the standard Administrative Fees are charged than when the Administrative Fee is reduced or waived for a Portfolio Manager. As a result, BNYMA could have an incentive to make available certain Portfolio Managers where such fees favor BNYMA and Pershing, however only the unaffiliated Consultants and their Clients are selecting such Portfolio Managers for investment. BNYMA manages these conflicts of interest in two ways. First, BNYMA applies the same due diligence criteria to all Portfolio Managers regardless of fee structure. Second, the Program is structured whereby BNYMA makes a large selection of Portfolio Managers available, but the final decision regarding which Portfolio Manager will manage each Client’s account rests with the Client in consultation with the Consultant. 2. BNY Mellon AdvisorFlex Portfolios BNYMA acts as a Portfolio Manager in offering BNY Mellon AdvisorFlex Portfolios (“AdvisorFlex Portfolios”), formerly known as Lockwood AdvisorFlex Portfolios, which is a flexible mutual fund and ETF wrap account product available in the Program with a $50,000 minimum investment. This product is not available to non-US residents. As Portfolio Manager, BNYMA makes investment decisions regarding asset allocation and investment selections. This process is described in more detail in Item 6 of this Brochure. The Program Fee for AdvisorFlex Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon AdvisorFlex Portfolios Account(s) Size Program Fee First $500,000 0.40% Next $500,000 0.35% Over $1,000,000 0.25% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under management. The Program Fee for AdvisorFlex Portfolios includes the BNYMA advisory fee, BNYMA’s sponsor fee and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for AdvisorFlex Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to mutual funds included in AdvisorFlex Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in AdvisorFlex Portfolios are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of AdvisorFlex Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether funds and share classes available to the investing public will be available to BNYMA for use in AdvisorFlex Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in AdvisorFlex Portfolios. When selecting the share class of a mutual fund used in AdvisorFlex Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple AdvisorFlex Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 3. BNY Mellon Target Risk Focus Portfolios BNY Mellon Target Risk Focus Portfolios (“Target Risk Focus Portfolios”), formerly known as Lockwood WealthStart Portfolios, is a discretionary mutual fund and ETF wrap account product with a $10,000 minimum investment that seeks to assist emerging and mass-affluent investors grow their wealth. This product is not available to non-US residents. BNYMA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Focus Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon Target Risk Focus Portfolios Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under The Program Fee for Target Risk Focus Portfolios includes BNYMA’s advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for Target Risk Focus Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Target Risk Focus Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in Target Risk Focus Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Risk Focus Portfolios are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of Target Risk Focus Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation funds and share classes available to the investing public will be available to BNYMA for use in Target Risk Focus Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in Target Risk Focus Portfolios. When selecting the share class of a mutual fund used in Target Risk Focus Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Risk Focus Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. The services offered by BNYMA for Target Risk Focus Portfolios may differ from the services offered in other BNYMA managed products. These differences may include, without limitation, fewer securities positions within individual models, a more limited number of security types, more limited performance reporting, and fewer or different triggers for account rebalancing. 4. BNY Mellon Target Risk Portfolios BNY Mellon Target Risk Portfolios (“Target Risk Portfolios”), formerly known as Lockwood Asset Allocation Portfolios, is a discretionary mutual fund and ETF wrap account product with a $50,000 minimum investment. This product is not available to non-US residents. BNYMA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. These portfolios may consist of open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYMA, in its sole discretion. The securities currently used in the Target Risk Portfolios are subject to change at BNYMA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon Target Risk Portfolios Account(s) Size Program Fee First $250,000 0.40% Next $250,000 0.35% Next $500,000 0.30% Next $4,000,000 0.25% Over $5,000,000 0.20% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under management. The Program Fee for Target Risk Portfolios includes BNYMA’s advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for Target Risk Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to mutual funds included in Target Risk Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Risk Portfolios are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of Target Risk Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYMA for use in Target Risk Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in Target Risk Portfolios. When selecting the share class of a mutual fund used in Target Risk Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Risk Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 5. BNY Mellon/American Funds Core Portfolios BNY Mellon/American Funds Core Portfolios, formerly known as Lockwood/American Funds Core Portfolios, is a discretionary mutual fund and ETF wrap account product with a $10,000 minimum investment. This product is not available to non-US residents. BNYMA, serving as the Portfolio Manager, allocates investor assets systematically across multiple asset classes and styles using American Funds mutual funds and other select ETFs in a single account. BNYMA determines the asset allocation strategy and selects investment vehicles for each investment style in the portfolio, based upon proprietary modeling strategies, economic outlook and investment research discipline. BNYMA is solely responsible for the fund selection and construction of the BNY Mellon/American Funds Core Portfolios and neither American Funds Distributors, Inc. nor its affiliates are involved in such activities, nor do American Funds Distributors, Inc. or its affiliates serve as investment adviser to Client accounts. The securities currently used in the BNY Mellon/American Funds Core Portfolios are subject to change at BNYMA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for BNY Mellon/American Funds Core Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon/American Funds Core Portfolios Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under The Program Fee for BNY Mellon/American Funds Core Portfolios includes BNYMA’s advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund, as applicable. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for BNY Mellon/American Funds Core Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to BNY Mellon/American Funds Core Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in BNY Mellon/American Funds Core Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in BNY Mellon/American Funds Core Portfolios are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of BNY Mellon/American Funds Core Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction- fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYMA for use in BNY Mellon/American Funds Core Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in BNY Mellon/American Funds Core Portfolios. When selecting the share class of a mutual fund used in BNY Mellon/American Funds Core Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple BNY Mellon/American Funds Core Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 6. BNY Mellon Flexible Unified Managed Account BNY Mellon Flexible Unified Managed Account (“Flexible UMA”), formerly known as Lockwood Flexible Unified Managed Account, is a discretionary flexible multi-discipline managed account product housed in a single portfolio with a $50,000 minimum investment. This product is not available to non-US residents. BNYMA, serving as overlay manager, determines the investment options available for use within the Flexible UMA, which include mutual funds, ETFs, Target Risk Portfolios models, Target Risk Focus Portfolios models, BNY Mellon/American Funds Core Portfolios models and Third Party Model Provider Models. This process is described in more detail in Item 6 of this Brochure. Either you or your Consultant retains final authority for the investment options selected in your Flexible UMA account. The Program Fee for Flexible UMA accounts is billed quarterly in advance, as follows: BNY Mellon Flexible Unified Managed Account Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% BNYMA charges an additional 0.10% for assets invested in a Target Risk Portfolios model within the Flexible UMA. Certain Third Party Model Providers also charge additional asset based fees. Please see Exhibit B for a list of Third Party Model Providers available as investment options within the Flexible UMA and the associated fees and investment minimums. Because the fees for these investment options vary and are charged in addition to the Program Fee, the total fee for the Flexible UMA product will vary based on the investment options selected. BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under management. The Program Fee for Flexible UMA includes the BNYMA advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee for Flexible UMA does not include Target Risk Portfolios fees (as applicable) or Third Party Model Provider fees (as applicable) (together, “Additional Flexible UMA Fees”), fees or expenses which may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. With respect to certain Third Party Model Providers made available in the Flexible UMA, the Third Party Model Provider fee will include an administrative fee received by Pershing (“Administrative Fee”) for services associated with trade administration support for the Models, the portfolio accounting system, the billing support provided to Third Party Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be reduced or waived. Because the Administrative Fees that Pershing receives differ across Third Party Model Providers, BNYMA has an incentive to make available certain Third Party Model Providers where such fees favor Pershing. BNYMA manages this conflict of interest in two ways. First, BNYMA applies the same criteria in making Third Party Model Providers available regardless of fee structure. Second, the product is structured in such a way where the decision regarding which Third Party Model Providers to select rests with the Client in consultation with the Consultant. In addition to the Program Fee and Additional Flexible UMA Fees for Flexible UMA accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to mutual funds included in Flexible UMA, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Flexible UMA are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of Flexible UMA clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances,

BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation funds and share classes available to the investing public will be available to BNYMA for use in Flexible UMA, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in Flexible UMA. In addition, the mutual funds and/or ETFs included within some Third Party Model Provider Models may be advised or otherwise affiliated with the Third Party Model provider (“Third Party Model Provider Affiliated Funds”). As a result, the Third Party Model Provider or its affiliates would receive fees from the Third Party Model Provider Affiliated Funds in addition to any applicable Third Party Model Provider fee shown in Exhibit B. When selecting the share class of a mutual fund used in Flexible UMA, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Flexible UMA accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 7. BNY Mellon Advisors Third-Party Strategists Offering In the BNY Mellon Advisors Third-Party Strategists Offering (“BNYMA Third-Party Strategists”), formerly known as Third Party Strategists, BNYMA provides you with access to asset allocation Models generated by Third Party Model Providers. This product is not available to non-US residents. Together with your Consultant, you select the Model or Models in which you would like to invest. BNYMA acts as discretionary manager of your Account. BNYMA receives the Models from the Third Party Model Providers and generally enters the trade orders accordingly. This process and BNYMA’s role as discretionary manager is described in more detail in Item 6 of this Brochure. The Program Fee for BNYMA Third-Party Strategists accounts is billed quarterly in advance, as follows: BNY Mellon Advisors Third-Party Strategists Offering Account Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% In addition, certain Third Party Model Providers charge a fee (the “Model Fee”). The Model Fee and minimum investment varies by Model and is shown in Exhibit B. Because the Model Fee varies based on the Model you have selected, the total fee for the BNYMA Third-Party Strategists product will vary accordingly. BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under management. The Program Fee for the BNYMA Third-Party Strategists product includes the BNYMA advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include the Model Fee, or fees or expenses which may be associated with the mutual funds and ETFs an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. With respect to certain Third Party Model Providers made available as BNYMA Third-Party Strategists, the Model Fee will include an administrative fee received by Pershing (“Administrative Fee”) for services associated with trade administration support for the Models, the portfolio accounting system, the billing support provided to Third Party Model Providers, tax lot or performance reporting and other administrative services. In certain instances the Administrative Fee will be reduced or waived. Because the Administrative Fees that Pershing receives differ across Third Party Model Providers, BNYMA has an incentive to make available certain Third Party Model Providers where such fees favor Pershing. BNYMA manages this conflict of interest in two ways. First, BNYMA applies the same criteria in making Third Party Model Providers available regardless of fee structure. Second, the product is structured in such a way where the decision regarding which Third Party Model Providers to make available to Clients rests with the Sponsors and the decision regarding which Third Party Model Provider to select rests with the Client in consultation with the Consultant. In addition to the Program Fee and Model Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or Firm. In addition, the mutual funds and/or ETFs included within some Third Party Model Provider Models may be Third Party Model Provider Affiliated Funds. As a result, the Third Party Model Provider or its affiliates would receive fees from the Third Party Model Provider Affiliated Funds in addition to any applicable Third Party Model Fee shown in Exhibit B. With respect to mutual funds that may be available through Third Party Model Provider Models, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Third Party Model Providers Models are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of BNYMA Third-Party Strategists clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation funds and share classes available to the investing public will be available to BNYMA for use in Third Party Model Provider Models, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in the Third Party Model Provider Models. When selecting the share class of a mutual fund used in Third Party Model Provider Models, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple BNYMA Third-Party Strategists accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 8. BNY Mellon Target Retirement Date Portfolios BNY Mellon Target Retirement Date Portfolios (“Target Retirement Date Portfolios”) is a discretionary, multi-discipline mutual fund and ETF wrap account product with a $10,000 minimum investment. This product is not available to non-US residents. Within portfolios, asset class/style allocations shift to a more conservative profile over time to seek to reduce risk as the target retirement date approaches. BNYMA, serving as the portfolio manager, allocates investor assets systematically across multiple asset classes and styles in a single account. BNYMA determines the asset allocation strategy and selects investment vehicles for each investment style in the model, based upon proprietary modeling strategies, economic outlook and investment research discipline. At the time of this Brochure, the portfolios consist solely of mutual funds. However, these portfolios may include open and closed-end mutual funds, ETFs and other types of securities, as determined by BNYMA, in its sole discretion. The securities currently used in the Target Retirement Date Portfolios are subject to change at BNYMA’s sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Retirement Date Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon Target Retirement Date Portfolios Account(s) Size Program Fee First $250,000 0.30% Next $250,000 0.25% Next $500,000 0.20% Next $4,000,000 0.15% Over $5,000,000 0.10% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under The Program Fee for Target Retirement Date Portfolios includes BNYMA’s advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Program Fee does not include fees or expenses that may be associated with the mutual funds an account invests in, which include those advisory fees and other operating expenses which are part of the internal expense ratio of the fund (and as described in the fund’s prospectus), such as transfer agent, distribution (12b-1), shareholder servicing, networking and recordkeeping fees and any transaction costs associated with the underlying investments held by the fund. Your account will bear these fees and expenses as an investor in such mutual funds and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund. In addition to the Program Fee for Target Retirement Date Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. With respect to Target Retirement Date Portfolios accounts, the Consultant’s fee will not be greater than 1.00%. With respect to mutual funds included in Target Retirement Date Portfolios, the respective mutual funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, as well as the minimum holding period, is disclosed in each of the respective mutual fund’s prospectuses. For complete details, you should review each mutual fund’s prospectus. The mutual funds included in Target Retirement Date Portfolios are made available through Pershing. BNYMA’s affiliates, Pershing and Pershing Advisor Solutions receive 12b-1 fees. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of Target Retirement Date Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• 12b-1 Fees. These fees are paid by mutual funds to compensate Pershing and Pershing Advisor Solutions for providing distribution-related, administrative, and informational services, as applicable, associated with each fund. 12b-1 fees are included in the “annual operating expenses” or “expense ratio” charged by each fund. In instances where BNYMA selects a share class that pays a 12b-1 fee, the broker-dealer maintaining the brokerage account will receive payment of the 12b-1 fee. In instances where the brokerage account is maintained by BNYMA’s affiliate Pershing Advisor Solutions, Pershing Advisor Solutions will receive 12b-1 fees. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a 12b-1 fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from mutual funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing and Pershing Advisor Solutions receives will vary depending on whether the fund companies, mutual funds or share classes pay 12b-1 fees, omnibus fees, networking fees, or are offered on a no-transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYMA for use in Target Retirement Date Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a mutual fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing and Pershing Advisor Solutions), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in Target Retirement Date Portfolios. When selecting the share class of a mutual fund used in Target Retirement Date Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing and Pershing Advisor Solutions. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share classes considerations. If you have multiple Target Retirement Date Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. The services offered by BNYMA for Target Retirement Date Portfolios may differ from the services offered in other BNYMA managed products. These differences may include, without limitation, fewer securities positions within individual models, a more limited number of security types, more limited performance reporting, and fewer or different triggers for account rebalancing. 9. BNY Mellon Precision Direct Indexing S&P 500 BNY Mellon Precision Direct Indexing S&P 500 is a discretionary separately managed account product which offers customized portfolios constructed using equity securities that track a target benchmark (i.e., the S&P 500). BNYMA’s affiliate, Mellon Investments Corporation (“Mellon Investments”), serves as Portfolio Manager for the BNY Mellon Precision Direct Indexing S&P 500 product, which creates a conflict for BNYMA, as our affiliates receive compensation if we make our affiliates’ products available within the Managed360 Program. In order to address this conflict, BNYMA does not receive a sponsor fee or any other fees or compensation related to this product. Mellon Investments may use quantitative models and tools to incorporate Client specifications for the benchmark, Client-specific value screens, and tax management. Clients also are able to customize their portfolio to meet specific requirements, such as security restrictions, industry/country limitations, and individual tax requirements. Client portfolios may include securities representing US or non-US equity market indexes. The team employs software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. For taxable accounts, any savings realized by the reduction in taxes paid or postponed may improve returns when measured in an after-tax basis. This after-tax return benefit presumes that participating Clients have capital gains generated from other sources suitable for offset. Changes in tax law and/or the treatment of capital gains could impact the after-tax returns from this strategy. BNY Mellon Precision Direct Indexing S&P 500 has a $250,000 minimum investment. This product is not available to non-US residents or retirement plans covered under ERISA. IRA accounts not covered under ERISA are permitted in this product. The Program Fee and Manager Fee for BNY Mellon Precision Direct Indexing S&P 500 accounts are billed quarterly in advance, as follows: BNY Mellon Precision Direct Indexing S&P 500 Account Size Program Fee Manager Fee First $500,000 0.25% 0.30% Next $500,000 0.20% 0.30% Next $4,000,000 0.20% 0.25% Over $5,000,000 0.17% 0.18% The Program Fee for the BNY Mellon Precision Direct Indexing S&P 500 product includes the clearing and custody fee and managed account platform fee paid to Pershing. To the extent that Pershing Advisor Solutions is the broker, the Program Fee will also include administrative and operational services provided by Pershing Advisor Solutions. The Manager Fee includes the portfolio management fee paid to Mellon Investments. In addition to the Program Fee and Manager Fee, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and Consultant and/or the Firm. 10. BNY Mellon Target Risk Offshore Portfolios BNY Mellon Target Risk Offshore Portfolios (“Target Risk Offshore Portfolios”), formerly known as Lockwood Offshore Asset Allocation Portfolios, is a discretionary mutual fund and ETF wrap account product with a $50,000 minimum investment that is available only to NON-RESIDENTS of the United States. The funds included in the models are classified as Undertakings for Collective Investment in Transferable Securities (“UCITs”), which are regulated by the European Securities and Markets Authority (“ESMA”.) The UCITs funds are not registered in the United States under the Investment Company Act of 1940 and are not available to US residents, however all of the funds will be US dollar denominated. BNYMA, serving as the Portfolio Manager, determines asset allocation strategy and selects investment vehicles for the portfolios, based on its proprietary approach to asset allocation, macroeconomic outlook and investment discipline. These portfolios may consist of open and closed-end mutual funds, and ETFs, as determined by BNYMA, in its sole discretion. This process is described in more detail in Item 6 of this Brochure. The Program Fee for Target Risk Offshore Portfolios accounts is billed quarterly in advance, as follows: BNY Mellon Target Risk Offshore Portfolios Account(s) Size Program Fee First $500,000 0.40% Next $500,000 0.35% Next $4,000,000 0.30% Next $5,000,000 0.25% Over $10,000,000 0.20% BNYMA’s fees are negotiable under certain circumstances, in BNYMA’s sole discretion. You may pay more or less than other Clients depending on certain factors, including the type and size of the account(s), the historical or anticipated transaction activity, the range of services provided to you, terms of the relationship between BNYMA and the Firm, and your total relationship assets under management. The Program Fee for Target Risk Offshore Portfolios includes BNYMA’s advisory fee, BNYMA’s sponsor fee, and Pershing’s clearing and custody fee and managed account platform fee. The Program Fee does not include fees or expenses that may be associated with the mutual funds and ETFs an account invests in, which include the Ongoing Charges as described in the ESMA directives, advisory fees and operational expenses such as transfer agent, distribution, shareholder servicing, networking and recordkeeping fees and any transaction taxes associated with the underlying investments held. Your account will bear these fees and expenses as an investor in such mutual funds and ETFs and, as a result, you may bear higher expenses than if you invested directly in the securities held by the respective mutual fund or ETF. In addition to the Program Fee for Target Risk Offshore Portfolios accounts, the Consultant may add a reasonable advisory fee, subject to the applicable written agreement between you and the Consultant and/or the Firm. With respect to mutual funds included in Target Risk Offshore Portfolios, the respective funds may charge a redemption fee if shares are redeemed within a specified period of time. The amount of the redemption fee, if any, as well as the minimum holding period, is disclosed in each of the respective fund’s prospectuses. For complete details, you should review each fund’s prospectus. The mutual funds included in Target Risk Offshore Portfolios are made available through Pershing. In addition, certain mutual funds and their affiliates, including those that BNYMA invests in on behalf of Target Risk Offshore Portfolios clients, pay networking fees, omnibus fees and compensate Pershing for providing services to their funds that are available on a no-transaction-fee basis.
• Distribution Fees. These fees are paid by mutual funds to compensate Pershing or the broker- dealer for providing distribution-related administrative and informational services, as applicable, associated with each fund. Distribution fees are included in the total expense ratio charged by each fund. In instances where BNYMA selects a share class that pays a distribution fee the broker-dealer maintaining the brokerage account will receive payment of the fee. In limited circumstances, BNYMA’s affiliate Pershing may receive a portion of a distribution fee as compensation for services provided for custodied funds.
• Omnibus Fees. A number of funds compensate Pershing for providing record-keeping and related services. Pershing generally holds a single “omnibus” account with the fund, and therefore maintains all pertinent individual shareholder information for the fund. The compensation for these services is commonly referred to as “omnibus fees.” Omnibus fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Omnibus fees are paid from investor assets in the funds, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• Networking Fees. Positions for fund families that are not held on an omnibus basis are held on a networked basis, which means Pershing maintains a separate account on behalf of each shareholder. Networking fees compensate Pershing for providing these services, which would otherwise be required to be provided by the fund. Networking fees are paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds.
• No-Transaction-Fees. Pershing receives compensation from funds that it makes available on a no-transaction-fee basis for services provided to the funds. This compensation is paid out of the assets of the fund manager, but in some cases may be subsidized in part by affiliates or the distributor of the funds. Mutual fund companies offer a variety of share classes with different expense levels, and the amount of compensation Pershing receives will vary depending on whether the fund companies, mutual funds or share classes pay distribution fees, omnibus fees, networking fees, or are offered on a no- transaction-fee basis, and on the amount of such compensation. Not all mutual funds and share classes available to the investing public will be available to BNYMA for use in Target Risk Offshore Portfolios, and clients should not assume that BNYMA is selecting share classes with the lowest available expense ratio. The share class of a fund selected by BNYMA can have higher expenses (including because of compensation paid to Pershing), than other share classes of that mutual fund for which a client is eligible or that might otherwise be available if a client invested in the mutual fund through a third party or through the mutual fund directly. An investor who holds a more expensive share class of a fund will pay higher fees over time – and earn lower investment returns – than an investor who holds a less expensive share class of the same fund. When evaluating the reasonability of fees and the total compensation BNYMA receives, you should consider not just the Program Fee, but also the additional compensation BNYMA’s affiliates receive from the funds in Target Risk Offshore Portfolios. When selecting the share class of a mutual fund used in Target Risk Offshore Portfolios, BNYMA has a conflict of interest to the extent that its selection of a particular share class results in greater compensation to Pershing. BNYMA addresses this conflict through a combination of disclosure to clients and through policies and procedures designed to prevent BNYMA from considering the fees received by affiliates when selecting a fund or share class. BNYMA reviews the mutual funds contained in its discretionary portfolios semi-annually to review share class considerations. Regulation of mutual funds and exchange traded funds qualifying as UCITs is governed by directives issued by the European Securities and Markets Authority (“ESMA”) and its predecessor, the Committee of European Securities Regulators (“CESR”.) The UCITs directives provide for restrictions on the eligible assets for investment, place limits on borrowing, and contain detailed diversification rules all of which affect the UCIT manager’s discretion. These directives make investments in UCITs more exposed to market risks associated with those underlying investments. More details can be found in the prospectus and key investor information document for each UCIT fund. Investors in Target Risk Offshore Portfolios must be aware that their personal information is required for the administration and implementation of their accounts and that it will be stored and processed in the United States. Unlike the European Union and some other jurisdictions, which may include the investor’s country of domicile, the United States does not have a single comprehensive set of rules and regulations governing the protection and use of personal information and may therefore not be as protective as the country of the investor’s residence. Investment in Target Risk Offshore Portfolios is limited to residents of certain countries identified by BNYMA and because the mutual funds and ETFs are not registered in the eligible countries each investor must be a qualified or professional investor in their country of residence or otherwise eligible to invest in unregistered securities. This Brochure is provided to investors in Target Risk Offshore Portfolios for informational purposes only and is not an offer or solicitation in respect of any products, services or programs discussed. If you have multiple Target Risk Offshore Portfolios accounts, BNYMA may combine your accounts for fee calculation purposes, subject to certain restrictions. 11. Investment Strategy Portfolios BNYMA may also offer a diversified series of Investment Strategy Portfolios, which are suggested separate account Portfolio Manager mixes consisting of options for taxable accounts and total return options for larger accounts as described in Item 5. Not available to non-US residents. BNYMA designs these proprietary asset allocations to meet a Client’s stated investment objectives. In the Investment Strategy Portfolios, BNYMA selects certain Portfolio Managers and/or investment vehicles for the asset allocation. You and your Consultant may override BNYMA’s suggestions as to Portfolio Manager(s) or investment vehicle(s), in whole or in part. BNYMA does not charge any fee in addition to the Program Fee for this service. 12. Advisory Consulting Services BNYMA may provide advisory consulting services (“ACS”), consisting of proposal support, portfolio analysis, and program consultation, to Firms and Consultants. Upon request of a Firm or Consultant, analysts on the ACS team may provide consultative services regarding the available Portfolio Managers for a given asset class, or a deeper analysis on the performance and/or holdings of a “Covered Manager,” as defined in Item 6. Further, upon request of a Firm or Consultant, analysts may provide an analysis of an investor’s current portfolio of assets, or guidance on which Portfolio Manager may be an appropriate match for the investor. This analysis may also include guidance on how the Consultant can rebalance the account among existing Portfolio Managers or by changing to another Portfolio Manager or investment product. BNYMA does not charge a fee in addition to the Program Fee for this service. BNYMA does not assume responsibility for your Firm’s or Consultant’s regulatory compliance or for providing advice or recommendations directly to you. The Firm and/or Consultant is responsible for independently evaluating any output provided by the ACS team, and for determining whether or not to implement any practices suggested as a result thereof. 13. Performance Link Performance Link allows for consolidated performance reporting of managed accounts and retail accounts. BNYMA makes this consolidated reporting available on a quarterly basis. You select the performance benchmark to be applied to the affected accounts. The fee for Performance Link functionality is on a per account basis (based on Account Level Assets), as follows: Performance Link Account Size Fee First $500,000 0.03% Next $500,000 0.02% Over $1,000,000 0.00 % The minimum fee charged per quarter per account is $35.00. The maximum fee charged per quarter per account is $62.50. E. Additional Fee Information 1. The Program Fee You pay an asset-based fee to participate in the Program (the “Program Fee”). The applicable Program Fee depends on the product you have selected and is described above in Section D. The Program Fee is a bundled fee, which, unless noted otherwise in Section D, generally covers program administration services provided by BNYMA, custody and clearing of transactions and managed account platform services provided by BNYMA’s affiliate, Pershing, administrative services provided by the Firm, if applicable, and the discretionary asset management services provided by the Portfolio Manager, including BNYMA when acting as a discretionary manager. There may, however, be additional charges such as wire transfer fees or commissions for trades not executed through Pershing. The Program Fee does not cover trades executed through broker-dealers other than Pershing. Please refer to Section F.2 (Transaction Charges Resulting From Trades Effected Through Broker-Dealers Other Than Pershing) below regarding the reasoning and added costs and fees you may incur when your Portfolio Manager elects to execute trades away from Pershing. The Program Fee is separate from the fee charged by the Consultant. These services may cost you more or less than purchasing similar services separately, assuming the services could be purchased directly from the various providers thereof. The Program is available only for a fee that is based upon a percentage of assets under In evaluating a wrap program, Clients should consider a number of factors. In many instances, a client is able to obtain some or all of the services available through a particular wrap fee program on an “unbundled” basis through the program sponsor or through other firms and, depending on the circumstances, (for example portfolios holding fixed income securities may not be traded as frequently as portfolios holding equities due to a more limited market for those securities and/or the investment philosophy of certain fixed income managers), the aggregate of any separately paid fees may be lower (or higher) than the single, all-inclusive fee charged in the wrap fee program. Payment of an asset- based fee may or may not produce accounting, bookkeeping or income tax results that differ from those resulting from the separate payment of (i) securities commissions and other execution costs on a trade- by-trade basis and (ii) advisory fees. Any securities or other assets used to establish a wrap fee program account may be sold, and the Client will be responsible for payment of any taxes due. BNYMA recommends that each Client consult with his or her tax adviser or accountant regarding the tax treatment of wrap fee program accounts. 2. Modification of Fee Schedules BNYMA reserves the right, in its sole discretion, to negotiate or modify (either up or down) the basic fee schedule(s) set forth herein for any Client due to a variety of factors, including but not limited to: the level of reporting and administrative operations required to service an account, the investment strategy or style, the number of portfolios or accounts involved, and/or the number and types of services provided to the Client. Because BNYMA’s fees are negotiable, the actual fee paid by any Client or group of Clients may be different from the fees reflected in BNYMA’s basic fee schedule(s) set forth herein. 3. Householding If you have more than one account in the Program, your accounts may be “householded” for purposes of calculating the fee. A “household” is generally a group of accounts having the same address of record or same Social Security number, subject to certain rules. Individual retirement accounts (“IRAs”), SIMPLE IRAs and other personal retirement accounts generally may be combined for householding purposes; however, other retirement plan accounts subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) and charitable remainder trusts may not be included. The accounts that may be householded are subject to BNYMA’s approval. BNYMA calculates a household fee by totaling the market value of all the accounts in the household and charging the accounts according to the applicable fee schedule. The fee for each householded account is allocated on a pro- rata basis to each account. Each account’s pro-rata amount is calculated by computing the market value of each account as a percentage of the total market value of all accounts in the household. 4. Delegation of Services As discussed in Section A of this Item 4, BNYMA has delegated certain administrative services to Managed Accounts. As such, BNYMA pays a portion of its fee to Managed Accounts. 5. Inception and Post-Inception Billing At inception, fees are billed in advance from the date the account is opened through the end of that calendar quarter. Thereafter, fees are billed in advance for the next calendar quarter based on the value of the assets at the end of the prior calendar quarter. Unless you instruct otherwise, the custodian debits your account for the fees charged by BNYMA, its clearing agent, the selected Portfolio Manager(s), and/or Third Party Model Providers(s) and the Consultant, and remits the fees to the respective parties accordingly. BNYMA does not make fee adjustments for deposits or withdrawals made during a calendar quarter in accounts in the program. 6. Account Termination You may terminate your account agreement, without penalty, within five (5) days of BNYMA’s execution of the investment advisory agreement. Thereafter, you may terminate the account at any time in which case fees will be prorated from the start of the current billing period through the termination date. BNYMA may charge a termination fee of $300.00 for a termination occurring during the first year after an account is opened. Because BNYMA typically charges its fee quarterly in advance based on the assets as of the close of business at the end of the prior quarter, the daily proration upon termination after the first year may result in a rebate of the unused portion of the quarterly fee. BNYMA may, at its sole discretion, terminate your account as long as BNYMA notifies you in advance, subject to the terms of your agreement with BNYMA. After such termination, BNYMA shall not have any authority over, or responsibility for, investments held in the account, and BNYMA shall not be liable to you for any loss incurred by you. 7. Clearing and Custody Fee Pershing provides clearing services to the Broker with respect to the Program. Pershing may also provide clearing and related services to the Broker for accounts not in the Program, subject to a separately negotiated clearing agreement and fee schedule. 8. Consultant Fee Generally, Consultants charge advisory fees for their services, which will vary from Consultant to Consultant, depending on various factors, including the size of your account relationship and the consulting services provided to you. Consultants may combine their fee with the other fees described above in an all-inclusive manner for presentation purposes. Alternatively, your Consultant may charge its fee separately from the services described herein, and this fee may be higher or lower than the all-inclusive fee depending on your relationship with the Consultant and the level of services provided to you. The amount of the Consultant’s fee may be higher or lower than what the Consultant would receive if you participated in other programs or paid separately for investment advice, brokerage and other services. BNYMA recommends, and certain state laws require, that you sign a separate contract with your Consultant relating to the Consultant’s fee. F. Other Fees There may be other costs assessed which are not included in the Program Fee, such as fees, expenses and charges levied by mutual funds, ETFs and money market funds as described above in Section D. This section describes additional fees not included in the Program Fee. 1. Additional Fees Charged by the Custodian There may be other costs assessed which are not included in the Program Fee, such as fees, expenses and charges levied by mutual funds, ETFs and money market funds. As described above, certain Third Party Model Providers may assess a Model Fee. In addition, there are other fees charged by the custodian, as applicable, that are not included in your Program Fee, such as costs associated with the purchase and sale of certain mutual funds and other similar securities held in your account, dealer mark-ups, mark-downs, odd- lot differentials, exchange or auction fees, transfer taxes, costs for transactions executed other than at the custodian, any fees imposed by the SEC, electronic fund and wire transfer fees, fees for client-initiated transfers, costs associated with temporary investment of your funds in a cash management account, trust services charges, annual IRA custodial fees, IRA termination fees, custodial fees for prototype pension and profit sharing plans and Keoghs, custodial fees associated with special circumstances or events, such as transfer on death, returned check fees, paper delivery surcharges for brokerage statements and trade confirmations, and other charges mandated by law. Fees related to paper delivery of confirmations and statements are determined by your broker-dealer. Please reach out to your Consultant should you have any questions relating to these charges. Further, interest will normally be charged on a negative balance in your account. If Pershing has custody of the assets, it will credit interest and dividends to the account. Please review your investment advisory agreement for further information on how BNYMA charges and collects fees. Mutual Fund Surcharge If you are invested in an SMA and your account holds mutual funds, your account may be charged a $10.00 surcharge by the custodian for each purchase and sale transaction in the mutual funds of certain mutual fund families (“Mutual Fund Surcharge”). The Mutual Fund Surcharge is in addition to the SMA Program Fee and will be listed on your custodial statement. You will not be charged a Mutual Fund Surcharge for your Target Risk Portfolios, AdvisorFlex Portfolios, Target Risk Focus Portfolios, BNY Mellon/American Funds Core Portfolios, Target Risk Offshore Portfolios, Flexible UMA, Target Retirement Date Portfolios or BNYMA Third-Party Strategists accounts. 2. Transaction Charges Resulting from Trades Effected Through Broker-Dealers Other Than Pershing As noted above, the Program Fee does not cover transaction charges or other charges, including commissions, markups and markdowns, resulting from trades affected through or with a broker- dealer other than Pershing, which is the custodian. For this reason, the Portfolio Manager you have selected may determine that placing your trade orders with Pershing is in your best interest. Your Portfolio Manager may, however, place your trade orders with a broker-dealer firm other than Pershing if your Portfolio Manager believes that doing so is consistent with its obligation to obtain best execution. This is frequently referred to as “trading away” or “step out trades.” The Portfolio Manager – and not BNYMA – decides as to when it trades with Pershing or away from Pershing. BNYMA does not restrict a Portfolio Manager’s ability to trade away, as the Portfolio Manager’s fiduciary duty to you, as well as its expertise in trading its portfolio securities, makes the Portfolio Manager responsible for determining the suitability of trading away from Pershing. In some instances, step out trades are executed without any additional commission, mark-up, or mark-down, but in many instances, the executing broker-dealer may impose a commission or a mark-up or mark-down on the trade. In addition, some Portfolio Managers executing trades in US Treasuries will incur a system cost from the portal through which the trades are processed. These trading costs are not covered by the Program Fee outlined in Section (E)(1) above and will likely result in additional costs to you, although these additional trading costs may not be reflected on trade confirmations you receive or on your account statements. Typically, the executing broker will embed the added costs into the price of your trade execution, making it difficult to determine the exact added cost for your transaction executed away from Pershing. You should review the Form ADV Part 2A Brochure of the Portfolio Manager you have selected for more information regarding that Portfolio Manager’s brokerage practices and conflicts of interest, and consider the additional expenses that you may incur. Also, as part of the review of your Portfolio Manager’s disclosure and expected fees, you should also discuss the Portfolio Manager’s practices regarding “trade away” or “step out trades” in order to determine how often they engage in such practices and how they seek to ensure that you receive best execution for those transactions when they decide to do so. In addition, please refer to Exhibit A and Exhibit D for more information regarding BNYMA’s review of the Portfolio Managers that traded away from Pershing. 3. Fees Related to International Investment Styles Certain Portfolio Managers which offer international investment styles may purchase securities on foreign exchanges (known as “Ordinaries”), which may be held in your account as Ordinaries or may be converted to American Depositary Receipts (“ADRs”) prior to being added to your account. Portfolio Managers may include exposure to both domestic and foreign stocks in order to achieve greater diversification with the goal of increasing the likelihood that a portfolio's overall investment returns will have less volatility. The reason is because international investment returns sometimes move in a different direction than U.S. market returns. Even when international and U.S. investments move in the same direction the degree of change may be different. You should balance these considerations against the possibility of higher costs, sudden changes in value, and the special risks of international investing. Like any other investment, you should learn as much as you can about any investment style before you invest. You should research the political, economic, and social conditions that may impact the investment style your Portfolio Manager may employ so you will understand better the factors that may affect the fees that may be associated with making such an investment. Prior to investing in an international investment style that may include ADRs, investors should ask their Portfolio Managers what fees are charged to them as an ADR investor, how those fees will be assessed and how the fees or related costs will be disclosed on your account statement. International investing in various products can be more expensive than investing in U.S. companies. For instance, in smaller markets you may have to pay a premium to purchase shares of popular companies and in some countries there may be unexpected taxes, such as withholding taxes on dividends. Transaction costs such as fees, brokers’ commissions, and taxes often are higher than in the U.S. markets. Likewise, much like investing in specific ADRs, many mutual funds that invest abroad often have higher fees and expenses than funds that invest in U.S. stocks, in part because of the extra expense of trading in foreign markets. BNYMA’s research indicates that many Portfolio Managers will charge certain hard dollar fees associated with executing in local foreign markets, which, as mentioned above, are not included in the Program Fee. These fees typically include, but are not limited to, brokerage expenses, local market execution fees and taxes, exchange-specific taxes/stamp fees, duties/levies, ADR conversion fees, and/or additional settlement and custody charges. Please refer to your Portfolio Manager’s Form ADV Part 2A Brochure to understand the potential added costs and fees that may be incurred under such an investment style. Pershing may separately assess a fee for such transactions. Certain non-U.S. jurisdictions may impose taxes on securities transactions. If you own an investment style containing any securities subject to such a tax your account will be assessed this tax, which will be remitted to the government of the applicable non-U.S. jurisdiction. Pershing may use a third-party broker-dealer licensed in Canada, which entity may be paid certain execution fees. BNYMA enters into transactions with unaffiliated counterparties or third-party service providers who can be using affiliates of ours to execute such transactions. Additionally, when BNYMA effects transactions in American Depositary Receipts (“ADRs”) or other securities, the involved issuers or their service providers could be using affiliates of BNYMA for support services. Services provided by BNYMA’s affiliates to such unaffiliated counterparties, third party service providers and/or issuers include, for example, clearance of trades, purchases or sales of securities, serving as depositary bank to issuers of ADRs, providing foreign exchange services in connection with dividends and other distributions from foreign issuers to owners of ADRs, or other transactions not contemplated by BNYMA. Although one of our affiliates receives compensation for engaging in these transactions and/or providing services, the decision to use or not use an affiliate of BNYMA is made by the unaffiliated counterparty, third-party service provider or issuer. Further, BNYMA will likely be unaware that the affiliate is being used to enter in such transaction or service. G. Affiliate Compensation BNYMA does not charge or receive compensation in connection with the sale of securities, mutual funds or other investment products. However, certain of our affiliates may accept compensation (also referred to as “commissions”) for the sale of securities, mutual funds or other investment products. Accepting commissions for the sale of securities, mutual funds or other investment products gives rise to a conflict of interest in that it may give an incentive to recommend investment products based on the compensation our affiliates may receive, rather than solely on a Client’s needs. BNYMA addresses this conflict of interest by structuring the wrap fee programs it sponsors so that fees are based on assets under management, rather than transactions. The unaffiliated Portfolio Managers participating in this program, however, may independently direct trades to an affiliate of BNYMA whereby such affiliate receives commissions. Please refer to the Portfolio Manager’s Form ADV Part 2A Brochure for information about your Portfolio Manager’s brokerage practices and conflicts of interest. H. Sweep Options You may choose from a selection of money market funds or other short-term cash vehicles (“Sweep Options”) that are available through your Broker for non-IRA or non-ERISA accounts for investment of any cash held overnight in a brokerage account at your Broker. The universe of Sweep Options made available to you is in the sole discretion of your Broker, except where Pershing Advisor Solutions is the Broker. These funds are fully described in each fund’s prospectus, which you should review in detail. You will receive a prospectus for the money market fund when you open your account and it will contain a complete description of any relevant fees and/or expenses. In utilizing money market or other funds, Pershing may receive a benefit from its possession and temporary investment of cash balances in your accounts prior to investment, whether in a sweep arrangement or otherwise. Pershing may be paid certain fees relating to these funds, such as networking or 12b-1 fees. Pershing does not receive any fees or compensation from the non-FDIC insured sweep vehicle(s) designated for IRA and ERISA accounts. You could lose money by investing in a money market fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund's sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time. Where Pershing Advisor Solutions is the Broker, the Sweep Options available to you will include some investment vehicles where an affiliate of BNYMA is the investment manager. You have the option of selecting a BNYMA-affiliated fund or another fund. Portfolio Managers and Third Party Model Providers include allocations to cash in their portfolios and Models. These allocations to cash are considered invested assets for purposes of calculating Portfolio Managers’ and Third Party Model Providers’ asset-based fees. I. Class Actions and Other Litigation It is BNYMA’s policy that it does not advise, initiate or take any other action on your behalf relating to securities held in your account managed by BNYMA in any legal proceeding (including, without limitation, class actions, class action settlements and bankruptcies). BNYMA does not file proofs of claim relating to securities held in your account and does not notify you or your custodian of class action settlements or bankruptcies relating in any way to such account. J. Review of Consultant Fees Exceeding 2% and Total Fees Exceeding 3% BNYMA carefully reviews fees in order to comply with the SEC staff’s position regarding investment advisory fees. See SEC reply to No-Action Request, John G. Kinnard & Co. Inc. (October 30, 1973) and SEC reply to No-Action Request, Consultant Publications, Inc., (December 30, 1974). BNYMA has implemented a procedure to identify individual Consultant fees that exceed 2% and total fees that exceed 3%. If there are any exceptions, BNYMA will request additional information from the Consultant and the Firm.