Introduction Brokers Financial is an SEC registered investment adviser and broker-dealer with its principal office located in Urbandale, Iowa. Brokers Financial started operations in 2006 and is an indirect, wholly owned subsidiary of Integrity Marketing Group, LLC (“Integrity Marketing Group”). Brokers Financial offers wrap and non-wrap fee program portfolio management services, as well as financial planning, consulting, retirement plan consulting services, retirement plan participant consulting services and third-party manager referral services to individuals, and high net worth individuals, trusts, estates, or charitable organizations, corporations or other business entities (each referred to as a client or collectively as “clients”). This Form ADV, Part 2A, Appendix 1, Wrap Fee Brochure summarizes the Firm’s wrap fee program offerings. The Firm’s other services, including our non-wrap portfolio management services, are summarized in its Form ADV, Part 2A, Disclosure Brochure. If you would like a copy of our Form ADV, Part 2A, Disclosure Brochure, please contact your Advisor or Brokers Financial at (877) 886- 1939 or by email at [email protected]. Our business model is based on a network of investment adviser representatives (Advisors) with offices located throughout the United States. Advisors generally operate their businesses as independent contractors of Brokers Financial rather than employees and are subject to our supervision and oversight. Brokers Financial also offers the Wealth Solutions and Retirement Ally Wrap Fee Programs, described in this Brochure, pursuant to a sub-advisory agreement entered into with other investment advisers, including an affiliated investment adviser. If you are a client of an investment adviser that has engaged us as a sub-advisor, your investment adviser representative is not an Advisor of our firm but will provide the same relationship management and related services described herein as being delivered by your “Advisor” with respect to these Programs. Clients should refer to the Form ADV, Part 2A, Disclosure Brochure, or similar disclosure document, of their primary investment adviser for information regarding such investment adviser’s services, fees, conflicts of interest and other information and to the Form ADV, Part 2B, Brochure Supplement(s) for their investment adviser representative for information regarding their representative’s background, experience, and other information. Some of our Advisors are also broker-dealer registered representatives of Brokers Financial and are, therefore, licensed to sell securities products for which they will receive a commission or other compensation. To determine whether an advisory program or a brokerage account is appropriate for you, you should consider your account size, how often the account is traded, the types and quantities of securities purchased or sold, commission rates, and your tax situation. For example, an advisory account is often more cost effective than a commission-based brokerage account when trading activity is higher; however, the same advisory account is often more expensive than a commission-based brokerage account when trading activity is lower. You should have a conversation with your Advisor and read this Disclosure Brochure carefully when deciding if the advisory services available through us are right for your investment needs. We have several Advisors who own their own legal business entities. When an Advisor owns their own business, there are different ways they can be compensated by us for providing advisory services, depending on the payment structure established by the Advisor. For example, they may receive compensation directly or through their business entities. These business names and logos may appear on marketing materials as approved by us, or client statements as approved by the custodian of your account assets. You should understand that these businesses are legal entities of those Advisors and not of Brokers Financial or the custodian. These legal business entities may provide services other than investment advisory services as disclosed in this Brochure. However, investment advisory services described in this Brochure are provided through Brokers Financial (that is, by your Advisor as a licensed representative of Brokers Financial). Certain of our Advisors engage in business activities outside of our Firm that pose conflicts of interest when making recommendations to clients. Outside business activities are reviewed and disclosed by the Firm for each Advisor and can be found by visiting Investor.gov/CRS or by reviewing your Advisor’s Form ADV, Part 2B, Brochure Supplement. This Brochure Supplement provides information regarding your Advisor’s background, education and outside business activities, among other important information. If you did not receive a copy of your Advisor’s Brochure Supplement, please contact Brokers Financial at 877-886-1939 or at [email protected]. An overview of certain outside business activities engaged in by our Advisors is also provided in this Brochure at Item 9 – Additional Information. Not all Advisors registered with our Firm are registered in a capacity to offer both broker-dealer and investment adviser services, thus the services they offer are limited to their registration. We encourage you to research your Advisor, their professional licenses, and firm affiliations at Investor.gov/CRS. Client Onboarding: Through personal discussions, questionnaires, and/or requests for documentation, Brokers Financial’s Advisor will gather and analyze information regarding your current investments, goals and objectives, financial circumstances, investment experience, limitations, and risk tolerance, among other information. As appropriate, based on this analysis, your Advisor may recommend an investment program set forth below suited to your needs and objectives. Participation in Wrap Fee Programs: Brokers Financial offers services through both wrap-fee programs and non-wrap fee programs.
• A wrap fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions. In other words, transactions in a client’s wrap fee account are generally effected without separate trade execution costs to the client and a portion of the wrap fee is generally considered as being in lieu of such trade execution costs.
• In a non-wrap fee program, the advisory fee does not include trade execution costs or other service charges and these costs are incurred separately by the client. When recommending an appropriate investment program for a client’s needs, including whether to recommend a wrap or non-wrap fee program, your Advisor will generally consider, among other circumstances, the account size and advisory fees to be charged, the anticipated trading volume, the types and quantities of securities to be purchased or sold, and commission rates to be charged for transactions (should a non-wrap account be selected). In general, a wrap fee account is more cost effective for the client when trading activity is anticipated to be high, though a wrap fee account may be more expensive than a non-wrap fee account when trading activity is low. Model Portfolios: Retirement Ally and Wealth Solutions Program accounts, and in some cases, Aspire Program accounts, are managed in accordance with model portfolios. When utilizing models, investment selections are based on the underlying model and customized (or individualized) portfolio holdings are not developed. The determination to use a model or models is always based on each client’s individual investment goals, objectives, and mandates. When recommending one of these programs, your Advisor will assist you in selecting a model portfolio. In order to reasonably ensure that an initial portfolio selection continues to be appropriate and that the client’s account is continually managed in a manner fitting their financial circumstances, the Advisor will contact the client at least annually, or as requested by the client, to review the client’s account. Brokers Financial encourages clients to notify their Advisor promptly if they experience any material change in their financial circumstances or investment goals. Tailored Advisory Services and Client-Imposed Restrictions: Our services are always provided based on the individual needs of each client. This means, for example, that you are given the opportunity to impose reasonable restrictions on the accounts we manage for you, including specific investment selections and sectors. You are responsible for notifying us or your Advisor of any changes to your financial situation, your investment objectives, or if you want to add or change a reasonable restriction or limitation on your account. We recommend you review this information on a quarterly basis. Your Advisor is required to contact you annually to review your account(s), your financial situation, and your investment objectives. Clients will retain individual ownership of all securities held in their accounts. Transferring Assets: When transferring your account to be invested, generally, existing positions in the account will be liquidated, and the cash transferred to a qualified independent custodian. The liquidation of your account likely will have tax consequences, which you should discuss with your tax adviser. However, if there are certain securities you own that you do not want to liquidate, you must notify your Advisor in writing and they will be transferred in-kind for custody, but we will not advise on those positions. Any transaction costs incurred in the liquidation of your transferred assets are not included in the wrap fees described below and will be the responsibility of the client. Services Prior to providing any of the following investment advisory services, the client and Brokers Financial are required to enter into one or more written agreements setting forth the terms and conditions under which Brokers Financial renders its services. It is important that you understand that we manage investments for other clients and may give them advice or take actions for their accounts or for our own personal accounts that is different from the advice we provide to you or actions we take for you. We are not obligated to buy, sell, or recommend to you any security or other investment that we may buy, sell, or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts we manage. We strive to allocate investment opportunities believed appropriate for your account(s) and other accounts advised by us among such accounts equitably and consistent with the best interests of all clients involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose and will not disclose the information to any client or use it for any client’s benefit. Our wrap fee program services are provided through three internally managed platforms, our Aspire Program, Wealth Solutions Program, and Retirement Ally Program. Brokers Financial Aspire Program Brokers Financial is the sponsor of the Brokers Financial Aspire Wrap Program (the “Aspire Program”). Through the Aspire Program, clients receive ongoing investment advice regarding the investment of their account from their Advisor. The Advisor is responsible for selecting an investment strategy fitting the client’s investment objectives and risk tolerance as well as the particular securities and the allocation among securities used within the selected strategy. Certain Advisors will develop models or strategies that are generally applied, as appropriate, in the management of their client accounts, while other Advisors will develop customized portfolios for each client to meet a client’s specific investment goals and objectives. Investment strategies, models, and philosophies used within the Aspire Program will vary based on the Advisor servicing your account. Models and strategies used by one Advisor are likely to be different than the models and strategies used by other Advisors. Some Advisors limit their advice to mutual funds and exchange traded funds (ETFs) and others will provide advice on a full range of securities including but not limited to: exchange-listed securities, securities traded over the counter, foreign issues, ETFs, warrants, corporate debt securities, commercial paper, certificates of deposit, mutual fund shares, municipal securities, United States government securities, and options contracts on securities. As a result of these varied approaches, the portfolios of clients enrolled in the Aspire Program with similar investment needs and profiles will not necessarily be similarly invested or experience the same performance. The Aspire Program allows for both discretionary and non-discretionary trading authority. With discretionary trading, the Advisor has the authority to buy or sell securities without obtaining a client’s approval prior to each transaction. With non-discretionary trading, the Advisor must obtain a client’s approval before each transaction, which means that the client makes the ultimate decision regarding the purchase or sale of investments in their account. Clients grant the Advisor discretion when signing an Investment Management Agreement for the Aspire Program that includes a provision conferring discretionary authority. Brokers Financial requires the Advisor to meet certain qualifications, as established by the Firm, before they are permitted to exercise discretion over client accounts. Your Advisor is required to notify you if they will exercise discretion with respect to your account. Clients may place reasonable restrictions on the types of investments that may be purchased in their Aspire Program account. Clients may also place reasonable limitations on the discretionary power granted to Advisors, so long as the restrictions and limitations are specifically set forth in writing or included as an attachment to the appropriate client Investment Management Agreement. Discretionary authority will remain in place unless revoked by you in writing or until you or we terminate the relationship. Brokers Financial will manage only the securities, cash and other investments held within a client’s account, and in making investment decisions for a client’s account. Clients also should note, in providing advisory services, we are not required to verify any information we receive from you or from your other professionals (e.g. attorney, accountant, etc.). Furthermore, unless you indicate to the contrary, we will assume that there are no restrictions on our services, other than to manage your account in accordance with your designated investment objectives. It is your responsibility to promptly notify us if there are changes in your financial situation or investment objectives for the purpose of reviewing, evaluating, and/or revising our previous recommendations or services. Brokers Financial makes no guarantee, either oral or written, that a client’s investment objectives will be achieved. Retirement Ally Program Brokers Financial provides portfolio management services using model asset allocation portfolios, or strategies, through the Retirement Ally Program. Clients engage Brokers Financial to manage their designated Retirement Ally Program account on a discretionary basis. Your Advisor may recommend the Retirement Ally Program and an appropriate model offered through the Program, based on an analysis of your investment goals and objective, financial circumstances, investment experience, among other information. Your Advisor has no trading authorization over your Retirement Ally Program account. Upon the client’s selection of a Retirement Ally model or strategy, Brokers Financial will invest and reinvest the assets of each account, based upon the strategy selected by the client in order to achieve the investment objective(s) identified by the client, without regard to holding period, or portfolio turnover. The client should understand that Brokers Financial may decide to reallocate a certain portion of the account to maintain trading flexibility and/or market exposure, or to enhance diversification. Brokers Financial is responsible for trading accounts in the Retirement Ally Program in accordance with each portfolio’s strategy and objectives. While clients may impose reasonable restrictions on the management of their Retirement Ally Program account, as a general practice, the Program does not allow for individually designed portfolios. Brokers Financial reviews accounts in the Retirement Ally Program, as necessary, to determine whether rebalancing is appropriate to conform to portfolio models’ parameters. You should notify your Advisor of any material changes to your investment goals or objectives to reasonably ensure that the initial portfolio selection continues to be appropriate, and that your account is continually managed in a manner fitting your financial circumstances and/or if you wish to impose or modify existing investment restrictions. Wealth Solutions Program Brokers Financial also offers portfolio management services using model asset allocation portfolios provided through the Wealth Solutions Program. Each Wealth Solutions Program portfolio is designed to meet a particular investment goal with allocations made among mutual funds, exchange traded funds (“ETFs”), and/or other investments accordingly. Wealth Solutions Program portfolios include model portfolios provided by BNY Mellon Advisors, Inc., an affiliate of Pershing LLC. Wealth Solutions Program portfolios are managed by Brokers Financial, as discretionary manager, in accordance with each portfolio’s strategy and objectives. As such, selecting the right model portfolio for a client’s investment needs is paramount. In order to reasonably ensure that the initial portfolio selection continues to be appropriate, and that the client's account is continually managed in a manner fitting their financial circumstances:
• The client’s Advisor will communicate to Brokers Financial the model portfolio selected by the client, any reasonable restrictions imposed by the client on the management of their account, as well as any changes thereto, as communicated by the client to the Advisor from time-to-time; and
• Brokers Financial will provide written notification to Wealth Solutions Program clients on a quarterly basis, typically on account statements, requesting that the client notify us if there have been changes to their financial circumstances or investment objectives and/or whether the client wishes to impose or modify existing investment restrictions. Brokers Financial monitors Program portfolios’ performance on a quarterly basis and will rebalance portfolios as deemed appropriate based on each portfolio’s investment objectives and changes in market conditions. Currently, Wealth Solutions Program accounts must be custodied with Pershing. Brokers Financial receives certain benefits from Pershing that create conflicts of interest. Please see the discussion below regarding custodians we use and refer to Item 9 – Additional Information of this Wrap Brochure for more information about our relationship with Pershing. The Custodians and Brokers We Use: Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that clients establish accounts through the following custodians:
• Pershing LLC, a broker-dealer, member SIPC/FINRA (“Pershing”);
• Charles Schwab & Co., Inc., a broker-dealer, member SIPC/FINRA (“Schwab”);
• Nationwide, FINRA Member (“Nationwide”);
• or others, as applicable. To participate in the Aspire Program, clients are required to custody their assets with Schwab, Pershing, Nationwide, or another qualified custodian. To participate in the Retirement Ally Program, clients are required to custody their assets with Schwab. Nationwide will serve as custodian of a client’s account established through a variable annuity product purchased through Nationwide. Currently, Wealth Solutions Program accounts must be custodied with Pershing. Brokers Financial is independently owned and operated and not affiliated with any of the qualified custodians. Not all investment advisers restrict or limit the custodians/broker-dealers their clients can use. Some investment advisers permit their clients to select any custodian/broker-dealer of the client’s own choosing. With respect to accounts custodied with Pershing, Brokers Financial will serve as the introducing/executing broker, for which it will receive compensation, directly or indirectly. The potential to receive additional compensation creates a conflict of interest when recommending a custodian for the client’s account. Also, because Wealth Solutions Program accounts currently may only be custodied with Pershing, this conflict can provide incentive for Brokers Financial to promote the Wealth Solutions Program over other programs offered. We seek to mitigate this conflict of interest by disclosing it to you, by making some investment programs available through other custodians, and by adopting and enforcing written policies and procedures reasonably designed to ensure that recommendations are made solely in the best interests of clients after careful consideration of all relevant circumstances, including, among other things, client needs, preferences, and the anticipated total cost of the services to the client. These policies and procedures further require that Advisors monitor recommendations provided to clients in an ongoing relationship, including periodic evaluation of whether a client’s account or program type continues to be in the client’s best interest. As disclosed at Item 9 – Additional Information of this Wrap Brochure, instructions have been provided requesting that Pershing rebate 12b-1 fees incurred by the Firm’s clients holding mutual funds that charge 12b-1 fees. For client accounts custodied with Schwab, where Brokers Financial is not the introducing/executing broker, Schwab will generally retain any 12b-1 fees charged to Firm clients. These differing approaches will result

in client accounts being more costly to maintain when holding mutual funds charging 12b-1 fees at Schwab versus Pershing. Clients should consider the differing treatment of 12b-1 fees by account custodians, including whether the client expects to hold mutual funds in their account, when selecting an investment program that is available from Brokers Financial only through certain custodians. Please refer to Item 14 – Client Referrals and Other Compensation for more information regarding 12b-1 fees. When we execute a trade with a broker dealer other than your account custodian, or, in the case of Pershing, with Brokers Financial, which is then deposited (settled) into your custodial account, the custodian will typically charge you a flat dollar amount, or “trade away” (aka “step-out”) fees, as a “prime broker.” These fees are in addition to the commissions or other costs you pay to the executing broker- dealer, as applicable. Because of this, in order to minimize trading costs and take advantage of certain operational efficiencies, Brokers Financial generally requires that clients direct the use of the account custodian for the execution of trades placed in the client’s account. (See “Directed Brokerage” sub-header below). However, adopting a practice of requiring clients to direct brokerage through a client’s account custodian also gives rise to a conflict of interest with respect to client accounts custodied with Pershing for which Brokers Financial acts as introducing broker. This is because Brokers Financial will receive compensation, directly or indirectly, for effecting trades in client accounts custodied with Pershing rather than directing these trades to a third-party broker dealer, which would, instead, receive compensation for effecting these trades. We seek to mitigate this conflict by disclosing it to you, by offering several investment programs, including some that do not require that the client’s account be custodied with Pershing, and by adopting and implementing written policies and procedures reasonably designed to ensure that recommendations are made solely in the client’s best interests after careful consideration of all relevant circumstances, including, among other things, client needs, preferences and the anticipated total cost of the services to the client. Directed Brokerage: Brokers Financial generally requires that clients direct the Firm to place trades through the broker dealer custodying the client’s account, or, in the case of accounts custodied with Pershing, through Brokers Financial, in its capacity as introducing/executing broker dealer to Pershing. As disclosed above, requiring that clients direct the use of Brokers Financial as executing broker for client accounts custodied with Pershing creates a conflict of interest because we will receive separate compensation, directly or indirectly, for acting as introducing broker to Pershing. The potential to receive additional compensation creates a conflict of interest when recommending a custodian for the client’s account as disclosed above. Clients are not obligated to engage Brokers Financial to provide advisory services through an investment program requiring that the client’s account be custodied with Pershing. Brokers Financial has evaluated Pershing, whose services will be provided in combination with those of Brokers Financial, and Schwab, and believes that these entities will provide clients with a blend of execution services, custodial services, and professionalism that will assist Brokers Financial in meeting its fiduciary obligations to clients. We conduct periodic reviews of these entities and the services each provides to our clients, including a review of our own services as introducing broker in combination with the services provided by Pershing as custodian, and the relative costs of those services, to reasonably ensure that this continues to be true. In directing the use of a particular broker it should be understood that Brokers Financial will abide by the client’s direction and will not have authority to negotiate commissions among various broker-dealers on a trade-by-trade basis or to necessarily obtain volume discounts, and best execution may not be achieved. Clients should note, while Brokers Financial has a reasonable belief that Brokers Financial/Pershing and Schwab will be able to obtain quality execution and competitive prices, the Firm will not be independently seeking best execution capability through other broker dealers on a trade-by-trade basis. In evaluating our arrangements with custodians, the client should consider that transactions in the client’s account are generally effected without separate trading costs to the client, and a portion of the total wrap fee is considered to be in lieu of such transaction costs. Brokers Financial reserves the right to decline acceptance of any client account for which the client directs the use of a broker dealer other than the client’s account custodian, or, in the case of client accounts custodied with Pershing, Brokers Financial. Certain investment programs offered by Brokers Financial require that a client’s program account be custodied with certain custodians, which materially limits the client’s choice in selecting a directed broker. Not all investment advisers require clients to direct it use a particular broker dealer. Ticket charges or other fees on trades have been negotiated with the qualified custodians based on our commitment to maintain a certain amount of assets in accounts at the qualified custodian. This commitment can give rise to a conflict of interest by creating incentive for Brokers Financial to recommend these custodians in order to reach these threshold levels and lower trading costs with respect to wrap fee programs, for which Brokers Financial or the Advisor is responsible. Brokers Financial seeks to mitigate this conflict of interest by disclosing it to you, and by adopting and implementing written policies and procedures reasonably designed to ensure that recommendations are made solely in the client’s best interests, including account-type recommendations, and requiring that Advisors monitor recommendations provided to clients in an ongoing relationship. Brokers Financial also receives certain benefits from both Pershing and Schwab in connection with Wrap Program accounts. You should refer to Item 9 – Additional Information below for details regarding these benefits, conflicts of interest that arise as a result, and how we seek to address these conflicts. Approved custodians offer NTF (no-transaction fee) funds, which allows Brokers Financial and your Advisor to select funds that trade without a transaction fee. The availability of NTF funds creates a conflict of interest with respect to the wrap fee programs, in which Brokers Financial or the Advisor is responsible for transaction costs, because the more costs that can be avoided with respect to the wrap program account, the more of the wrap fee is retained. At the same time, NTF funds often have higher internal expense ratios than other share classes of the same or other similar funds that may be recommended for the client’s account. This arrangement, the resulting conflicts and how we seek to address them is described further at Item 9 – Additional Information below. Brokers Financial is a participant in Pershing’s FUNDVEST® ticket charge program, which offers no- transaction fee (“NTF”) mutual funds. Brokers Financial’s participation in this Program gives rise to certain additional conflicts of interest when we recommend custodians and investments to clients that clients should carefully consider, including the ability to share in service fees paid by certain mutual funds to Pershing. Please refer to Item 9 – Additional Information for important additional information regarding our participation in this program and resulting conflicts of interest. Also, unless directed otherwise by the client, the portion of each client account custodied with Pershing that is allocated to cash will be “swept” into FDIC-insured deposit accounts through a cash sweep program that pays to Brokers Financial a percentage of the net interest rate available based on the amount of client assets held in the cash sweep vehicle. At the same time, this arrangement will lower the interest you earn on cash balances held in your account custodied with Pershing. This arrangement creates conflicts of interest as described further at Item 9 – Additional Information below. Similar advisory services may be available from other registered investment advisers for lower fees. Fees and Compensation Generally, a wrap program provides a client with investment advisory and brokerage execution services for a single fee or fees based on the value of cash and investments in the account; however, additional fees may apply. The client’s written Investment Management Agreement with Brokers Financial provides the specific manner in which fees are charged by Brokers Financial. Clients may negotiate the Advisor fee portion of the total wrap fee for all Programs with their Advisor. Clients may not negotiate any other fee within the Programs. The client should understand that unless a lower rate has been negotiated, they should expect that Brokers Financial will charge fees based upon the applicable standard fee schedule detailed below for each account platform. Brokers Financial reserves the right to discount the Aspire program fee and/or the Retirement Ally Program management fee. All other Financial Institution fees, and other costs not included in the wrap fee are fixed and cannot be negotiated with the client by the Advisor or Brokers Financial. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we have an incentive to limit our trading in your account(s) because we are responsible for trading costs in wrap fee programs we sponsor. Aspire and Retirement Ally Programs The total wrap fee for the Aspire Program includes a Program fee and an Advisor fee, while the Retirement Ally Program includes a Management fee, which varies by strategy selected, and an Advisor fee, as set forth below. Aspire Program Retirement Ally Program Maximum annual total advisory fee: 2.20% 2.60% Maximum annual advisor fee: 2.00% 2.00% Maximum annual program fee: .20% N/A Maximum annual management fee: N/A See schedule below Retirement Ally management fees by strategy: Strategic Plus Core Allocation Account Value Management Fee1 Account Value Management Fee1 > $25,000 - $250,000 0.60% > $25,000 - $250,000 0.40% > $250,000 - $500,000 0.55% > $250,000 - $500,000 0.35% > $500,000 - $1 Million 0.50% > $500,000 - $1 Million 0.30% > $1 Million - $2 Million 0.40% > $1 Million 0..25% > $2 Million 0.30% Core Lite Allocation Account Value Management Fee1 > $5,000 or more 0.40% 1 The Management Fee may increase if the Account Value decreases (e.g., an initial investment of $1.1 million in the Dividend Income portfolio has a Management Fee charge of 0.50%. If $300,000 is withdrawn, the Management Fee adjusts to 0.55%). The Aspire Program Fee and the Retirement Ally Management Fee covers Brokers Financial advisory services and trade execution fees, as applicable, except for 1) short-term trading fees that are debited directly against the client’s account by the custodian for sells executed within a 30-day period. Our strategies, by design, hold investments for greater than 30 days. If a short-term trading fee does occur, it is normally the result of an unscheduled client request to withdraw assets after a recently placed trade in the client’s account. 2) Securities that are transferred in-kind, which require liquidating to implement the selected strategy, may be charged a trading fee, which will be passed through to the client’s account. This type of trading fee is a one-time initial allocation cost, when applicable. The portion of the total fee attributable to the Aspire Program Fee is not negotiable to the client, however, based on the Advisor’s total assets under management with Brokers Financial, the Advisor may be able to negotiate with Brokers Financial for a lower Program Fee. The Advisor can also negotiate with Brokers Financial to receive a portion of the Program Fee, thereby increasing their overall compensation. Fees will be directly debited from the client’s account, as authorized by the client. Fees may be billed quarterly in arrears, or monthly in advance, as agreed with the client, based on the value of the client’s account at the end of the quarter or month, as applicable. Brokers Financial will pro rate its fees for accounts opened mid billing period. Clients are encouraged to review the fee schedule and applicable terms with their Advisor, including, but not limited to, the fee calculation methodology and any proration practices. Nationwide Clients who purchase a no-load variable annuity from Nationwide may have their Advisor manage the investment sub accounts of the variable annuity through the Aspire Program. When a Nationwide variable annuity is utilized with the Aspire Program, the maximum annual Advisor fee and the maximum annual service fee mirrors the fees listed above for the Aspire Program. Nationwide applies additional fees for their services. Clients should refer to the applicable variable annuity prospectus for additional information. Nationwide completes the performance reporting, billing, and collection of fees and remits the fees attributed to investment management services to Brokers Financial. Nationwide typically charges fees quarterly, in advance. Brokers Financial does not take custody of client assets for this platform, the assets are held directly at Nationwide. Wealth Solutions Program Wealth Solutions Program total account fees include both a Platform fee, and the Advisor fee negotiated between the client and their Advisor. Advisors may negotiate their fee with clients based on each client’s individual financial situation, complexity, and assets under management, among other considerations. The Platform fee is based on assets under management in the Program account as set forth below: Assets Under Management Annual Fee (%) Under $500,000 0.35% $500,000 - $1 million 0.30% Over $1 million 0.27% The maximum Advisor fee is 2.00% of the client’s Wealth Solutions Program account assets under management. The specific fee charged to each client will be outlined in, or attached to, the Investment Management Agreement entered into with the client. Wealth Solutions Program account fees are charged quarterly, in advance, based on the value of the client’s account(s) at the end of the calendar quarter. Brokers Financial will pro rate its fees for accounts opened mid quarter, which will be assessed at the end of the month in which the account was opened. For example, if an account is opened on January 15, Brokers Financial will charge its fee on February 1 for the remaining days in January, as well as for February and March. In addition, each quarter’s fee going forward will be adjusted for material deposits or withdrawals ($5,000 or more) made to/from the account during the quarter to “true-up” the advance fee collected. There is a minimum account size of $25,000 required to participate in the Wealth Solutions Program. Certain investment products held within model portfolios will also require minimum investments. Brokers Financial will group certain related client accounts for purposes of meeting fee breakpoints in the Platform fee (known as “householding”). Only related accounts invested through the Wealth Solutions Program will be grouped together for purposes of meeting breakpoints within the Platform fee. We will deduct the Advisor fee and Platform fee directly from your account after you have given us written authorization to do so, typically through the Investment Management Agreement. Additionally, the qualified custodian is required to deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account including our fees. You should carefully review all statements for accuracy. For our services, Brokers Financial retains the portion of the Platform fee not paid to Pershing. The Platform fee incorporates an annual asset-based brokerage fee paid to Pershing. The asset-based brokerage fee is tiered based on the amount of client assets Brokers Financial has invested through the Program and decreases as the amount of assets invested through the Program increases. This gives rise to a conflict of interest as it creates incentive for us to promote the Wealth Solutions Program over other investment programs, and to recommend that you increase the amount of assets held in your Wealth Solutions Program account(s). In addition to the asset-based brokerage fee paid to Pershing, Pershing is paid an additional percentage of the Platform fee in connection with any client assets invested in the Wealth Solutions Program outside of the funds made available through Pershing’s FUNDVEST® Program. As Brokers Financial retains the portion of the Platform fee not paid to Pershing, this creates a conflict of interest as the Firm stands to retain a greater portion of the Platform fee by recommending FUNDVEST® Program funds over other mutual funds or ETFs that may be appropriate for the client’s Wealth Solutions Program account based on our own pecuniary interests rather than the best interests of the client. Clients should refer to important additional disclosure regarding our participation in the FUNDVEST® Program sponsored by Pershing at Item 9 – Additional Information of this Wrap Brochure. Brokers Financial seeks to address these conflicts of interest by making a number of investment programs available to clients, including wrap programs available through custodians other than Pershing, and by adopting policies reasonably designed to ensure that Advisors make recommendations to clients based on their best interests. Comparative Costs of Programs The Programs described in this Wrap Brochure may cost the client more or less than purchasing such advisory and execution services separately. Factors the client should consider for comparison purposes include the size of the portfolio, the nature of the investments to be managed, the anticipated level of trading activity, commission costs, custodial expenses, if any, and the amount of advisory fees charged solely for managing the client’s portfolio. In addition, the wrap fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. Advisor Compensation As disclosed in this section, Brokers Financial receives compensation because of a client’s participation in the Programs. Brokers Financial therefore has a financial incentive to recommend the Programs over other programs or services for which it does not receive compensation or for which it receives less compensation. The amount of Brokers Financial’s compensation may be more than what it would be if the client participated in programs sponsored by other financial firms or if the client paid separately for investment advice, brokerage, and other services. In addition, as disclosed above, your Advisor receives a portion of the total wrap fee charged for your participation in the Programs. However, the Advisor’s portion is negotiated between the Advisor and the client and is capped at 2.00%. The Advisor does not receive increased compensation by recommending one Brokers Financial investment program over another, though, the Advisor may have increased opportunity to negotiate an Advisor fee closer to the maximum when recommending a program charging a lower Program Fee than another. We, and your Advisor, have an incentive to encourage you to increase the assets in your account as you pay the wrap fee even if no trading activity occurs in your advisory account. We have a financial incentive to offer or recommend investments in programs sponsored and managed by our Firm as we earn additional revenue for providing those services. Our financial professionals may receive additional compensation if you invest in our Programs over other investment programs. Other Financial Institution Fees Clients may also incur certain charges imposed by third parties in connection with investments made through the Programs, including but not limited to, annual account maintenance fees, mutual fund short- term redemption fees, surrender charges, paper statement delivery fees, trading away transactions fee and IRA and qualified retirement plan fees charged by the custodian, a product sponsor or other third party. Program fees charged by Brokers Financial are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to clients. Investments selected for your account impose additional fees such as internal fund expenses for mutual funds and exchange traded funds. Some investments also impose fees to sell the investment, typically called a deferred sales charge. A description of these fees and expenses are available in each investment company security’s prospectus. The fee you pay for the Programs does not cover odd-lot differentials, American Depositary Receipt fees, transfer fees and other fees imposed by law, where applicable. In addition, it does not cover certain services available upon request from Brokers Financial, including periodic distribution fees, electronic funds and wire transfer fees, certificate delivery fees, and reorganization fees, and any check reordering cost and fees, where applicable. Specialization Advisors may focus on specific or certain types of advisory services over other types of advisory services. Advice on Certain Types of Investments Advisors can only provide investment advice on investments available through the Firm. Any deviation by an Advisor from securities available through the Firm may constitute a violation of Firm policies. Termination of Services Program services may be canceled at any time, by any of the parties, for any reason upon receipt of 30 days’ written notice to the other party. Clients will receive a pro-rated refund of any fees paid in advance but not fully earned by Brokers Financial and the Advisor. The refund is based on the number of days remaining in the quarter or month after notice of termination is received and must be at least $75. For accounts not billed in advanced, clients will be billed a final fee that is pro-rated based on the number of days services were provided during the quarter or month before termination, as applicable, and depending on when written notification of termination was received and when it is effective.