Private Portfolio Partners, (“PPP”, “the Firm”, “us”, “we”) offers five (5) primary types of wrap fee programs for its advisory Clients (“you”, “your”.) Wrap fee programs charge a bundled, asset-based fee for investment advice, brokerage services, and administrative fees and expenses. The defining feature of a wrap fee program is that it offers bundled investment management and brokerage services for a fee based on a percentage of assets under management, rather than upon transactions in the account. Other common fees that are charged to wrap fee programs include fees and costs embedded in the purchase of a product (such as a mutual fund, exchange traded product [“ETP”], or variable annuity), fees associated with the use of a sub-adviser, and fees for transaction and execution costs related to trades being executed away from your primary broker/custodian (step-out trades) which can be embedded in the execution price of the security or charged under a separate ticket charge. These fees and expenses are separate and in addition to the wrap fee a Client pays us. Clients are strongly encouraged to review the product prospectus and any applicable portfolio manager disclosure brochures before investing to fully understand the fees and expenses they are paying. The total fees a Client pays in a wrap fee program may be more or less than obtaining such services separately. The asset-based fee a Client pays does not vary based on the type of investments that are bought, sold or held in an account. Clients pay an asset-based fee even if their Investment Advisor Representative (“IAR”) does not buy or sell investments in their account. Clients can engage the Firm to manage all or a portion of their assets on a discretionary or non- discretionary basis by entering into one or more written agreements with the Firm. For all the assets in its asset management programs, the Firm provides Clients continuous and regular supervisory or management services (as defined by the SEC) based on the Client’s individual goals, objectives, risk tolerance, time horizon, liquidity needs, investment assets and income (“financial circumstances”) utilizing the investment strategy selected by the Client. IARs obtain a financial profile for each Client to aid in the construction of a portfolio that matches the Client’s specific situation. Many Clients maintain “household” accounts, in which multiple accounts for an individual or members of a family may be managed jointly to maximize efficiencies (the term “Client” includes such households, for purpose of this brochure.) For all the different types of asset management programs, the IAR will assist Clients in assessing their goals, risk tolerance, income and tax situation and select an investment strategy and asset allocation that are appropriate for the Client’s specific circumstances and have an on-going responsibility to the Client and possess the authority to execute transactions. However, PPP does not provide tax advice to Clients. PPP offers the same suite of services to all its Clients; however, each IAR independently determines, based on his own investment strategies, methods of analysis, and preferences in conjunction with each Client’s specific profile and financial circumstances, which services and products to recommend. Clients may impose reasonable restrictions on PPP regarding investing in certain securities or types of securities in accordance with their values or beliefs (or based on their employer’s restrictions), except with certain third-party portfolio managers. However, if the restrictions prevent PPP from properly servicing the Client account, or if the restrictions would require the Firm to deviate from its standard platform of services, the Firm reserves the right to decline or terminate the relationship. Clients are required to enter into an additional written agreement with a broker/custodian in connection with the management of their account. All advisory services and products may not be available at all broker/custodians. We currently have service agreements with the following broker/custodians: LPL Financial (“LPL”), Member FINRA/SIPC, and Fidelity Brokerage Services, LLC (“Fidelity”), Member FINRA/SIPC. IARs are available to Clients on an ongoing basis to discuss Client financial circumstances, the selected portfolio, and the securities therein, or to process instructions from Clients regarding advisory assets. Clients are advised to promptly notify their IAR if there are changes in their financial circumstances or if they wish to impose any reasonable restrictions upon the Firm’s investment management services. At the present time PPP offers its investment management services to Clients utilizing the wrap fee programs described below. 1. Strategic Wealth Management II Strategic Wealth Management II (“SWM II”) is a PPP sponsored Program (“SWM II”) where IARs provide personalized and individualized ongoing investment management of Client assets custodied at LPL. The IAR reviews the Client’s financial circumstances and exercises discretion to determine the securities to be bought or sold in the Client’s account, the amount of securities to be bought or sold and the timing of the purchases and sales of the securities. The types of securities used in SWM II typically include equities, fixed income securities, options, mutual funds, and ETPs, but can include other securities available on the LPL platform. IARs provide investment management services tailored to the individual needs of the Client based on the Client’s financial circumstances and investment objectives. Clients may impose restrictions on investing in certain securities or groups of securities by indicating such restrictions in the Account Application. There is no minimum required account value in the SWM II Program. Given the long-term nature of many SWM II strategies, an account may have little or no turnover during a given period. If structured products, alternative investments, or annuities are utilized, the assets will be reported on LPL’s account statements, but the actual securities are often held directly with and valued by the issuer. Clients should refer to their account application package for specific information regarding third-party administrative fees which are separate from and in addition to the fees Client pays us. 2. Manager Asset Select Manager Asset Select (“MAS’) is an LPL sponsored Program that provides Clients access to the investment advisory services of professional portfolio management firms for the individual management of Client accounts. MAS offers two alternatives (i) the Separately Managed Account Platform (“SMA Platform”); and (ii) the Model Portfolio Platform (“MP Platform”) (collectively “Platforms”.) For both Platforms, the IAR will assist Client in selecting a third-party portfolio manager (“Portfolio Manager”) from a list of Portfolio Managers available on the LPL platform. The portfolio manager manages Client’s assets on a discretionary basis. The IAR will provide initial and ongoing assistance regarding the portfolio manager selection process and serves as the point of contact between the Client and portfolio manager regarding changes in the Client’s investment objective, financial circumstances and investment restrictions (if any). SMA Platform The SMA portfolio manager selected by the Client has investment discretion regarding the investment and reinvestment of account assets in accordance with the investment objective restrictions and guidelines set forth in the Investment Management Agreement and Account Application. The portfolio manager independently determines whether to accept the Client account based on the content of the Account Application, suitability and whatever other factors the portfolio manager has deemed appropriate. The portfolio manager has the sole authority to determine the securities to be purchased, sold, or exchanged and which portion, if any, of the assets shall be held uninvested. The portfolio manager has discretion to invest among a broad variety of security types, including equities, fixed income securities, options, mutual funds, and ETPs. The IAR does not play a role in the selection of securities to be purchased or sold. The IAR assists the Client to determine the Client’s investment objectives and risk/return preferences, identify any investment restrictions on the management of the account, and select an investment strategy and portfolio manager. MP Platform Under the MP Platform, LPL provides ongoing discretionary investment advice regarding the investment and reinvestment of account assets in accordance with the Model Portfolio selected. LPL is expected to closely track the Model Portfolio, making modifications only to redress account issues, including tax loss harvesting, rebalancing, and to ensure that investment restrictions are being followed. The IAR does not play a role in the selection of securities to be purchased or sold. The IAR assists the client to determine the client’s investment objectives and risk/return preferences, identify any investment restrictions on the management of the account, and select a model portfolio provided by LPL’s Research Department or Model Advisor. LPL selects and reviews SMA portfolio managers and MP Model Advisors based on quantitative, qualitative and infrastructure criteria. There are two types of these advisers, “Recommended” or “Participating”. Portfolio managers and Model Advisors that are “Recommended” by LPL Research are subject to more rigorous selection and review process than those that are “Participating”. Clients should speak to their IAR regarding whether the portfolio manager or Model Advisor being considered for selection, or that has been selected by the Client, is “Recommended” or “Participating.” A minimum account value of $100,000 is required for the MAS Program; however, in certain instances, the minimum account size may be lower or higher. Clients should note that an account will not be invested until the applicable minimum for the investment strategy or Model Portfolio has been reached. LPL acts as Custodian to MAS accounts. Clients direct portfolio managers and Model Advisers to execute transactions through LPL. In some instances, portfolio managers may choose to place some or all trades for accounts with broker-dealer firms other than LPL (“step-out”) where the execution price to the Client may include a commission or other fee imposed by the broker-dealer in addition to the account fee. This increases the fees paid by the Client. PPP is unaffiliated with LPL and the portfolio managers utilized under the MAS Program. Clients should refer to their account application package and sub-adviser disclosure brochure for specific information on fees imposed by third parties which are separate from and in addition to the fee Client pays us. 3. Model Wealth Portfolios Model Wealth Portfolios (“MWP”) is an LPL sponsored Program that offers Clients professionally managed mutual fund and ETP asset allocation models. The IAR will obtain the necessary financial data from the Client, assist the Client in determining the suitability of the MWP Program and assist the Client in setting an appropriate investment objective. The IAR will initiate the steps necessary to open an MWP account and select a model portfolio designed by LPL’s Research Department consistent with the Client’s financial circumstances and stated investment objectives. LPL’s Research Department or third-party Portfolio Strategists are responsible for selecting the mutual funds or ETPs within a model portfolio and for making changes to the mutual funds or ETPs selected. The Client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETPs and to liquidate previously purchased securities. The Client will also authorize LPL to effect rebalancing for MWP accounts. Portfolio Strategists are independent investment advisor firms. Portfolio Strategists provide LPL with a Portfolio that includes recommended asset allocations and funds. Portfolio Strategists do not have discretion from the Client to implement the Portfolio and do not provide individualized investment advice to specific MWP Program Clients. In certain cases, a Portfolio may consist only of mutual funds and/or ETPs within the same fund family or within affiliated fund families. In such a Portfolio, the Portfolio Strategist will select only those funds within the fund family or affiliated fund families, and a third-party Portfolio Strategist or its affiliates may earn two levels of fees with respect to the assets: a strategist fee, and fund-level fees, including fund management fees. MWP requires a minimum asset value for an account to be managed. The minimums vary depending on the Portfolio(s) selected and the account’s allocation amongst Portfolios. The lowest minimum Portfolio is $25,000. In certain instances, a lower minimum for a Portfolio will be permitted. An account will not be invested according to a Portfolio or Portfolios until the applicable minimum for the Portfolio(s) and allocation has been reached. Clients should consult with their IAR to obtain more information about the applicable investment minimum based on the Portfolio(s) selected and the allocation amongst Portfolios. LPL acts as Custodian to MWP accounts, provides brokerage and execution services as the broker- dealer on transactions, and performs administrative services, such as quarterly performance reporting to Clients. PPP is unaffiliated with LPL. Clients should refer to their account application package for specific information on LPL’s management fees and fees imposed by third parties which are separate from and in addition to the fees Client pays us. 4. Optimum Market Portfolios Optimum Market Portfolios (“OMP”) is an LPL Financial sponsored Program offering Clients the ability to participate in a professionally managed mutual fund asset allocation program using Optimum Fund shares. Under the OMP Program, the Client authorizes LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the Client. The IAR will assist the Client in determining the suitability of the OMP Program for the Client and assist the Client in setting an appropriate investment objective based on the Client’s financial circumstances. The IAR will select a mutual fund asset allocation portfolio designed by LPL consistent with the Client’s investment objective. LPL will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the Client. LPL will also have the authority to rebalance the account. A minimum account value of $10,000 is required for the OMP Program. In certain instances, a lower minimum for the OMP Program will be permitted. LPL acts as custodian to OMP accounts, provides brokerage and execution services, and performs administrative services, such as quarterly performance reporting to Clients. PPP is unaffiliated with LPL and Optimum Funds. Clients should refer to their account application package for specific information on fees imposed by third parties which are separate from and in addition to the fees Client pays us. 5. Fidelity Institutional Wealth Services Program Fidelity Institutional Wealth Services Program (“Fidelity IWS”) is a PPP sponsored Program where IARs provide personalized and individualized ongoing investment management of Client assets custodied at Fidelity. The IAR reviews the Client’s financial circumstances and exercises discretion to determine the securities to be bought or sold in the Client account, the amount of securities to be bought or sold and the timing of the purchases and sales of the securities. The securities used in the Fidelity IWS Program typically include equities, fixed income securities, mutual funds, and ETPs, but can include other securities and products available on the platform. IARs provide investment management services tailored to the individual needs of the Client based on the investment objectives chosen by the Client. Clients may impose restrictions on investing in certain securities or groups of securities by indicating in the Agreement. Given the long-term nature of many individual strategies employed in the Program, an account

may have little or no turnover during a given period. Clients should be aware that PPP provides LPL access to confidential Client information including personally identifiable information (“PII”) and other information including financial information, transactions and holdings for accounts established through Fidelity for “oversight” in connection with everyday business purposes, even if the Client does not establish an account through LPL. There is no minimum required account value in the Fidelity IWS Program. If structured products, alternative investments, or annuities are utilized as part of investment management services, the assets will be identified on Fidelity’s account statements, but the actual securities are often held with and valued by the issuer. Fidelity is unaffiliated with PPP. Clients should refer to their account application package for specific information regarding third party administrative fees which are separate from and in addition to the fees Client pays us. Fees and Compensation We are a fee only advisory firm, meaning we are compensated only by our clients and do not receive compensation or commissions from any other parties. We believe this method of compensation minimizes conflicts of interest that are common in the investment management industry. Compensation to us for our services will be calculated in accordance with the fees set forth in the Investment Management Agreement entered into with each client when we begin our professional relationship. We reserve the right to amend the fees and Investment Management Agreement itself upon 30-days prior written notice to each client. Our IARs set their own asset-based fee for their services, so long as their asset-based fee does not exceed the Firm’s maximum fee of 2% of account assets per year. IARs consider various factors in determining what fee to charge, which may include, among other things, the nature and size of the overall Client relationship. Clients may negotiate fees for the IAR’s services. Account fees are structured utilizing a flat asset-based fee or on tiered fee basis, with a reduced percentage rate based on the account reaching certain thresholds. IARs receive a portion of the wrap fee for their services. This compensation may be more than what the IAR would receive if a Client paid separately for investment advice, brokerage, and other services. IARs therefore, may have a financial incentive to recommend the wrap fee program over other services. As stated throughout this document, Clients will incur charges imposed by third parties including, but not limited to, broker/custodian fees and internal expense and management fees in connection with transactions in certain types of securities such as mutual funds, exchange traded products, direct investment products, and alternative investments, which can vary considerably. These fees are separate from and in addition to the fee the Client pays us. Clients with assets in the MAS, MWP, and OMP Programs will also pay fees to other third parties, such as a portfolio manager fee and platform fee which typically ranges from 0.15% to 1.00% of account assets per year. On occasion, a portfolio manager may agree not to receive a fee. Our broker/custodians will charge you a flat dollar amount as a “prime broker” or “step-out” fee for each trade that a portfolio manager executes by a different broker-dealer but where the securities bought or the funds from the securities sold are settled into your account. These fees are in addition to the fee you pay us. Clients are encouraged to review the disclosure brochures for all third parties before investing for more details regarding the additional fees and expenses they will be paying. Since PPP began providing these services, it has had other fee structures in effect, which may have been lower or higher, as the case may be, than that described above. As new fee structures are put into effect, they are generally made applicable only to new Clients, and fees to existing Clients are generally not affected. Payment of Fees For accounts custodied at LPL, fees are due and payable in advance and are based upon the ending account values as of the close of business on the last day of the previous calendar quarter. Fees are calculated and deducted from the managed account by LPL, the qualified Custodian. Fees for the initial quarter are adjusted pro rata based upon the number of calendar days in the calendar quarter that the Investment Advisory Agreement goes into effect. If assets are deposited into or withdrawn from an account after inception of a billing period, the fee payable with respect to such assets is prorated to reflect the change in portfolio value. Payment of fees may result in the liquidation of a Client’s securities if there is insufficient cash in the account. The advisory relationship may be terminated by the Client or by PPP in accordance with the provision of the Investment Management Agreement. The Client receives a pro rata refund of any prepaid unearned advisory fees. Clients receive an account statement from LPL at least quarterly. The statement includes the amount of any fees debited or credited from the Client’s’ account pursuant to written authorization. Clients bear the responsibility for verifying the accuracy of fee calculations. The fee for all accounts held at LPL includes an advisory fee and a manager fee, if applicable. The advisory fee will include the PPP advisory fee in addition to LPL administrative/program fees. The manager fee will include the third party investment manager charge, if applicable, depending on the program you are invested in. For accounts in the Fidelity Institutional Service Program, fees are due and payable in advance and are based upon the ending account values as of the close of business on the last day of the previous calendar quarter. Fees are calculated by PPP and deducted from the account by the qualified Custodian. Fees for the initial quarter are adjusted pro rata based upon the number of calendar days in the quarter that the Investment Advisory Agreement goes into effect. Payment of fees may result in the liquidation of a Client’s securities if there is insufficient cash in the account. The advisory relationship may be terminated by the Client or PPP in accordance with the provisions of the Investment Management Agreement. The Client receives a pro rata refund of any prepaid unearned advisory fees. Clients receive an account statement from the qualified Custodian at least quarterly. The statement includes the amount of any fees debited or credited from the Client’s account pursuant to written authorization. Clients bear the responsibility for verifying the accuracy of fee calculations. For all Programs, cash balances, such as money market funds, are considered an asset class, and as a result, are included in Client’s asset-based fee calculation. Clients should be aware that an advisory fee can be substantially higher than the yield on assets held in cash. Clients are advised to review the Investment Advisory Brochures and all applications, contracts and agreements with applicable third parties for complete information on how fees are charged by such parties because their processes for charging fees may change from time-to-time. If you have questions about a particular Program, Custodian, sub-adviser, or fees, please contact your IAR. Other Types of Fees and Expenses Clients are responsible for the payment of all fees to third parties such as administrative fees and expenses, mark-ups and mark-downs, spreads paid to market makers, commissions for trades executed away from the prime broker/custodian (“step-out trades”), platform fees, wire and electronic fund transfer fees, overnight carrier fees, margin account balance fees, interest charges, and other fees and taxes on brokerage accounts and securities transactions. The broker/custodian utilized by a third-party portfolio manager may impose other charges. These fees are not included within the wrap fee Clients pay PPP. As noted throughout, Clients are encouraged to review all prospectuses and disclosure documents before investments for full and current details regarding fees and expenses they will be paying. Internal Product Fees and Expenses All collective instruments, including mutual funds, exchange traded products, unit investment trusts and direct investments, such as structured products, alternative investments (e.g., hedge funds, private equity finds), and variable annuities have their own internal expenses and fees which are also disclosed in each product’s offering documents and vary considerably. These internal expenses and fees include, but are not limited to, 12b-1 fees, redemption fees, operating expenses, management fees, administrative fees, M&E&A fees, fees for additional riders on the contract, and other fees and expenses that increase the expense ratio of the investment. These fees are an additional layer of fees and in addition to the fees charged by us. If Clients transfer in B or C share classes of mutual funds, and if such shares are liquidated after being transferred to PPP, those shares will incur a contingent deferred sales charge (“CDSC”) from the mutual fund company if they are within the CDSC holding period. PPP has available for purchase through its broker/custodian platforms, mutual funds which are no- load or load-waived share classes and therefore not subject to any upfront sales charge (Platform Shares). Clients should be aware that load-waived funds charge 12b-1 fees, which typically range from 0.10 - 0.25 bps, but can be more or less. Clients should also be aware that their assets may be held in a more expensive share class available on the broker/custodian’s platform when a lower- cost share class is available for the same fund. All sales loads and 12b-1 fees are retained by the broker-dealer and not directly or indirectly paid to PPP or its IARs and are not credited to Client advisory accounts. Most mutual funds available in PPP’s advisory Programs may be purchased directly from the fund company. Therefore, Clients could generally avoid an additional layer of fees by not using the advisory services of PPP and by making their own decisions regarding the investment. PPP encourages all Clients to closely review the investment’s prospectus or offering documents for all such investments with their IARs and to consider aggregate costs. Clients should contact their IAR with any questions about any particular product’s fees and expenses. Platform Shares in many cases will not be the least expensive share class that the mutual fund company makes available. Share classes are selected by broker-dealers to be available on their Platforms in most cases because the share class pays the broker-dealer compensation for the administrative and record keeping services the broker-dealer provides to the mutual fund. PPP or its IARs do not share directly or indirectly in compensation broker-dealers for these services. While PPP endeavors to use the lowest-cost share class available and periodically reviews its holdings to convert higher cost shares to lower cost shares, the Firm cannot ensure that all Clients will hold the lowest cost shares available on the custodian’s Platform at any given time. Further, some sub-advisers are more careful about utilizing the lowest cost share class than others. Cash Sweep Arrangements PPP makes available through unaffiliated broker-dealers for cash in an account to be automatically swept to an interest-bearing Federal Deposit Insurance Corporation (FDIC) insured deposit account and, for certain types of accounts, a money market fund. PPP does not receive a separate fee or other compensation for sweep arrangements. The broker/custodian that the Client selects typically receives a fee for its sweep program which reduces the interest rate paid of Client’s cash funds. Clients should understand that interest rates available in these arrangements may be lower than interest rates available if the Client makes deposits directly with a bank or other depository institution outside of these arrangements or invests in a money market fund or other cash equivalent. Clients should compare terms, interest rates, required minimum amounts and other features of these arrangements with other types of accounts and investments for cash. Margin Loans and Securities Backed Line of Credit If you enter into a margin loan, the broker/custodian will receive interest charged on your outstanding margin loan balance. The amount of interest paid to the broker /custodian will vary depending on the outstanding loan balance and other factors that will affect the interest rate charged to you for the margin loan. With a securities backed line of credit (“SBLOC’), in most instances the broker /custodian will be compensated by receiving payments from the lender based on the amount of your outstanding loan balance. The total amount of compensation received by the broker /custodian can vary depending on the terms of each individual SBLOC including the interest rate charged to you by the lender. PPP is not affiliated with any lender or broker /custodian and does not receive compensation directly in connection with a margin loan or a SBLOC. Clients are strongly encouraged to review the lender's agreements and disclosure documents to understand the fees and expenses they are paying. Your IAR has an incentive to recommend that you use a margin loan and/or SBLOC for liquidity purposes rather than liquidating your holdings or using other sources of liquidity. Your IAR will benefit from your margin loan or SBLOC because you do not have to liquidate assets in your account to pay for things with cash, which would diminish the assets held in the account and the potential fees that could be earned by your IAR from holding or engaging in future transactions with those assets. For example, by encouraging investors to take out a margin loan or an SBLOC to fund some purchase or financial need rather than liquidate securities, the firm and financial advisor will continue to earn fees on the full account value. However, your IAR receives no other compensation, fees, or incentives related to your decision to open up a margin loan or an SBLOC or maintain a loan balance through any of the Adviser's Investment Advisory Programs. Roll Overs If you are considering funding an IRA with roll over assets from a retirement plan/account, you should understand that the Firm’s investment advisor representatives will provide you with only general education regarding available options to transfer or roll tax qualified assets to an IRA and will not recommend one option over the other. Your decision to roll over assets to fund an IRA should be made with a complete understanding of the options available including: (i) remaining invested in the plan; (ii) rolling over plan assets to a plan of a new employer (if applicable); (iii) rolling over assets to an IRA with a financial institution; or (iv) receiving a cash distribution (which may be fully taxable.) If you decide to roll over assets out of a plan into an IRA account, plan assets will no longer be subject to protections of ERISA or other applicable pension laws. You should also be aware that your investment adviser representative has a financial incentive to invest those assets in an IRA account because the investment adviser representative will be paid on those assets through advisory fees and such fees can be higher than those a participant pays through a plan. Securities held in a retirement plan can often not be transferred into an IRA and commissions and sales charges are typically charged by the plan’s broker when liquidating such securities in the plan prior to the transfer of assets. These fees are in addition to commissions and sales charges previously paid on transactions in the plan. You should understand that you are making an independent decision regarding your transfer or roll over options, including any decision to roll out of your current tax qualified plan/account into an IRA. The Firm’s investment advisor representatives will not speak with you about specific securities transactions or provide advisory services in connection with a transfer or roll over of tax qualified assets prior to you making an independent decision to roll assets into an IRA account with us.