Who We Are Sugarloaf Wealth Management, LLC (SWM) is an SEC-Registered Investment Adviser located in Duluth, GA. SWM is owned by several members, three of whom have ownership of more than 25% each. Additional information about the members is available in each member’s ADV Part 2B. Listed below are the firm’s principal shareholders (i.e., those individuals controlling 25% or more of this company): Owners Name Title CRD# Jason T. Connolly Member 3010841 Adam C. Wilson Member 4564737 Taylor S. Manry Member 5155904 Services We Offer We have been providing financial planning and portfolio management services to individual clients as well as trusts, estates, charitable organizations, small business owners, retirement plan sponsors and other entities since 2000. We also offer retirement plan consulting. We do not have any proprietary products or funds. We will gather information based on discussions with you regarding, among other things, your personal investment objectives and goals, time horizon, risk tolerance, account restrictions, needs, personal circumstances, and overall financial situation. Once this information is obtained, we will provide you with a suggested investment strategy. It is important that you let us know of any changes to your situation so that we may ensure that we are providing the most appropriate advice possible. If we are managing your assets, you may request that we place limitations on the management of those assets. For instance, you may not want to have tobacco firms in your accounts. Please provide us with a written request and if reasonable, we will accommodate your request. Transactions that we recommend or implement as a result of our advisory services are typically processed through Fidelity Brokerage Services, LLC (“Fidelity”), a registered broker-dealer and a member of the Financial Industry Regulatory Association (“FINRA”). Fidelity is not affiliated with SWM. Fidelity uses National Financial Services (NFS) for custody, execution, and clearing services. We seek to minimize conflicts of interest that may exist between our firm and you. However, all investment firms will likely have some conflicts of interest. Because of these conflicts we maintain policies and procedures to ensure that your best interests are our top priority. We provide details on these conflicts within this disclosure document. We offer a variety of advisory services. You may receive all, none, or some combination of the services described below. 1. Investment Management Services Investment Management Services are designed to build long-term wealth while maintaining risk tolerance levels acceptable to you. We offer two Investment Management Service options based on your financial needs and or our management limitations. These services are: (A) Portfolio ITEM 4 Management Services; and (B) Third-Party Portfolio Management Services. We provide you with the option to have your assets managed by us either on a discretionary or non-discretionary basis. If you use a Third-Party Portfolio Management Service, you typically grant us the right to change such management services or to reallocate your assets among various such services. A. Portfolio Management We will provide Portfolio Management services to you, typically through various risk-based model portfolios, which range from Conservative to Aggressive Growth. If you have a taxable account, you may also be placed in a Tax Efficient model to limit taxable gains. Our models are based on research largely provided by third parties not affiliated with SWM. The research provided is used by our Investment Committee to construct and monitor models that will provide exposure to the primary asset classes. The investments chosen for the models are qualitatively and/or quantitatively screened with an emphasis on yield (income) and/or growth characteristics. A portion of the investments within some of the models will contain market hedges (typically via options) to help offset downside risk in the markets. The models will typically consist of Exchange Traded Funds (“ETF’s”), Individual Stocks, Mutual Funds, Real Estate Investment Trust (REITs”), and/or Options. Investments in these models will be monitored, reallocated and/or replaced periodically. In some cases, we use models that are constructed by third-party model providers. These models may also include ETFs created and/or managed by the third-party firm. This creates a conflict of interest when we rely on the third-party firm to manage and provide these models at no additional cost to our clients, but the third-party firm earns ETF management fees in securities in the models provided to us. To address this conflict, our Investment Committee evaluates and monitors the securities as well as the models, and we maintain policies and procedures to ensure recommendations made to you are in your best interest. In some circumstances, your portfolio may be managed by your Advisory Representative (“Advisor”). In other circumstances, your portfolio may be managed pursuant to one of our models, but your Advisor may choose to alter the positions in the model to more closely match your circumstances. B. Third-Party Portfolio Management We can offer our clients access to various third-party managers, who would manage the client portfolio. Any third-party investment advisor recommended to our clients will be a manager that is on an approved list compiled and maintained by Triad Advisors, LLC and/or Fidelity. Factors that we consider in the selection of a particular third-party manager include but are not limited to: ❖ A review of their historical performance, strategies, and risk measurements. ❖ Your risk tolerance, goals, objectives, and restrictions, as well as investment experience. ❖ The assets you have available for investment. We also monitor the third-party manager and its management of your portfolio on an ongoing basis. If our services include the use of these managers, some clients will sign an agreement with the manager in addition to the advisory agreement you will sign with us. If you were to go to these third-party managers directly, the fees they charge you could be more or less than going through us. However, when using their services directly, you will not receive our expertise in developing an investments strategy, selecting the managers to use, monitoring the performance of your account, and changing managers if needed. Additional information about any of the third-party advisory services, including a complete description of the programs, services, fees, payment structure and termination features, is available via the applicable third-party manager’s disclosure brochures, investment advisory contracts and/or account opening documents. 2. Financial Planning/Consulting We also offer and provide (A) Financial Planning and (B) Consulting Services. A. Financial Planning Financial planning typically involves preparing a written Financial Plan that is delivered to the client based on the client’s specific financial circumstances and objectives. We offer financial planning services including, but not limited to, the following: ❖ Asset Allocation Review ❖ Analysis of Investments ❖ Retirement Planning ❖ Estate Planning ❖ College Funding Strategies ❖ Charitable Giving Review ❖ Debt Management and Cash Flow Analysis ❖ Business Consulting Services We will gather information through in-depth discussions with you. Information gathered would include your current financial status, future goals, and attitudes towards risk. Related documents supplied by you are carefully reviewed and the plan we develop for you would likely include general and specific recommendations for courses of action, which would be implemented at your discretion. We recommend you work closely with your attorney, accountant, real estate agent, insurance agent, banker, or other professionals as appropriate in implementing the recommendations. At your request we may recommend other professionals to assist you. You would directly engage them. Our Advisors have established business relationships with other professionals that they may recommend to you. We have policies and procedures to mitigate potential conflicts of interest with our Advisors and recommendations to other professionals, such as maintaining records on their receipt of gifts and business entertainment. We typically create an initial plan and then review it with the client and update it at least annually thereafter. B. Consulting Services We provide consulting services with respect to all of the same categories listed above under “Financial Planning.” The information we collect from you and the processes of our review are substantially similar as well. Unlike financial planning, however, consulting services do not result in a written plan. Instead, we consult and advise you on an ongoing basis. C. Retirement Planning/ Consulting Depending on the topics selected by the client, our financial planning services often include consideration of retirement accounts. We also offer retirement plan consulting services to employee benefit plans and their fiduciaries. The services are designed to assist the plan sponsor (the “Company”) in meeting their management and fiduciary obligations to the plan under ERISA. Retirement consulting services will consist of general or specific advice and may include any or all the following: ❖ Strategic Planning and Investment Policy Development/Review ❖ Plan Review ❖ Plan Fee and Cost Review ❖ Acting as Third-Party Service Provider Liaison ❖ Assessment of Plan Investments and Investment Options ❖ Plan Participant Education and Communication ❖ Plan Benchmarking ❖ Plan Conversion to a New Vendor Platform ❖ Assistance in Plan Merger ❖ Legislative and Regulatory Updates; Plan Corrections ❖ Assist with Plan Conversion ❖ Coordination with Other Advisers We will determine in advance the scope of services to be performed and the fees for all requested services. The Company will be required to enter into a written agreement with us setting forth the terms and conditions of the engagement, describing the scope of the services to be provided, and the relevant fees and fee-paying arrangements. When we perform our agreed-upon services, we will rely on information provided to us by the Company. We will not be required to verify the accuracy or consistency of any information received from the Company. We will serve in a fiduciary capacity with respect to some of the services that we provide, which will be further explained in the written agreement we sign with the Company. The Company is always free to seek independent advice about the appropriateness of any recommendations made by us. We also provide investment advice to participants in employee benefit plans such as 401(k)s and 403(b)s. Usually our advice consists of recommending that their benefits be invested in one or more funds offered by the Company within the plan. 3. Special Considerations Regarding Retirement Accounts All our services are subject to special considerations as they pertain to retirement accounts. Your portfolio may include retirement account(s). When we provide “investment advice” to you regarding your retirement plan account (401k, 403B etc.) or individual retirement account (IRA) we are fiduciaries within the meaning of Title 1 of the Employee Retirement Income Security Act and/or the Internal Revenue Code (Retirement Laws) with respect to such “investment advice”. The way we make money creates certain conflicts of interest. For example, if your Advisor recommends that you rollover your retirement plan account into an account managed by us, such a recommendation creates a conflict of interest as we will earn an advisory fee on the rolled over assets. To address this conflict, we maintain policies and procedures to ensure recommendations made to you are in your best interest. You are under no obligation to rollover a retirement plan account to an account to be managed by us. You should carefully discuss and weigh the advantages and disadvantages of each option with your Advisor before making your decision. When providing recommendations to retirement plan accounts involving rollover considerations, there are generally four options regarding an existing plan account. An employee may use a combination of these options, such as: 1. Keep your assets in the employer’s plan (if allowed) 2. Rollover your assets into an individual retirement account, commonly referred to as an IRA 3. Rollover your assets to another employer-sponsored plan 4. Take a distribution in cash from the plan We may provide general information and education to you about the factors to consider when deciding whether to move retirement assets to us, or we may make a recommendation that you roll or transfer assets out of an employer sponsored plan to us. Before your Advisor recommends that you roll over a retirement account into an account we will manage, he or she is required to consider, among other things, whether you will be giving up certain investment-related benefits at the other institution, such as lower fees. If your Advisor makes such a recommendation, he or she has determined that the recommendation is in your best interest because greater services and/or other benefits (including asset consolidation and holistic advice and planning) can be achieved with an IRA with us and the costs associated with an IRA with us are justified by these services and benefits. You understand and agree that our analysis of the costs and services of your current retirement plan as compared to the cost and services we can provide, depends on the information you provide to us or, in certain instances, information we obtain from third parties about the plan or similar plans. You are responsible for updating us promptly if your investment objectives, risk tolerance, or financial circumstances change. Assets Under Management As of Dec. 31st, 2023, we had $610,059,810 in assets under management. As of Dec. 31st, 2023, we managed $601,458,792 on a discretionary basis and $8,601,018 on a non-discretionary basis. FEES & COMPENSATION In this section we explain how we are compensated for the various advisory services we provide. We believe that our fees are competitive with firms offering similar services. However, lower fees for comparable services may be available to you from other sources. You could invest in mutual funds and other investments directly without our assistance. In that case, you would not receive our assistance in determining which investments are most appropriate to your financial situation and objectives. We also would not be available to help you maintain a disciplined approach to portfolio reallocation and to help minimize emotional reactions to market events. Also, some investments may not be available to you without the services of an investment Advisor. 1. Fees for Investment Management A. Portfolio Management Fees We provide portfolio management services on an annual fee basis. The fee, referred to as an “Advisory Fee” in the agreement signed by our clients, is typically based on a percentage of the assets that we manage. In a fee-based account the fee includes the services of your 5 ITEM 5 Advisor as part of the advisory relationship. Unless otherwise agreed, the fee schedule for all new clients is as follows: Account Assets Advisory Fee $0 to $1,000,000 1.00% Next $2,000,000 0.75% Next $2,000,000 0.50% Over $5,000,000 0.30% This is a “tiered fee schedule.” Under this schedule, the asset-based fee will vary for different levels of your account balance. For example, the first $1,000,000 will be billed at one rate and the next two million would be billed at a lower rate and so on. Use of a tiered fee schedule will result in a blended asset-based fee rate. However, in deciding to pay a fee rather than commissions, clients should understand that the fee may be higher than the commissions would be in a commissionable account during periods of lower trading. You should periodically re-evaluate along with your Advisor whether the use of an asset-based fee account(s) continues to be appropriate for you. The Advisory Fee will be calculated as a percentage of the market value of the Client’s assets under management on the last trading day of the previous calendar quarter. For the purpose of determining the Client’s assets under management, any Account(s) owned by members of Client’s household, which we refer to as a relationship, will be aggregated. Commission-based accounts with trails are included in household asset level aggregation. Advisory Fees for billable variable annuity subaccounts will be billed quarterly, in arrears. All other Advisory Fees are billed quarterly, in advance. We determine the dollar amount of the Advisory Fee by multiplying the aggregate value of the household assets under management on the last business day of the quarter by ¼ of the annual Advisory Fee. In any partial calendar quarter, the Advisory Fee will be pro-rated based upon the number of business days that the Account was open during the quarter. Advisory Fees are negotiable, and not all clients of the Firm will be charged the same fee or according to the same fee schedule. Our compensation

is not based upon a share of capital gain or capital appreciation of any portion of Client’s assets or funds. While it is our policy to charge investment management fees to you in accordance with the fee schedules in effect at the time of executing the Investment Advisory Agreement (Client Agreement), we may negotiate fees with you on a case-by-case basis. We will take into account, among other things, the nature and complexity of the service provided to you, our relationship with you, the value of the assets being managed, the potential for additional business or clients, the amount of work, the attention needed to manage your accounts and whether you are in our Wrap Fee program or a Non-Wrap program (Please refer to Appendix I for additional information regarding our Wrap Fee Program. However, we are no longer offering a wrap fee structure to new clients.). Your actual fees will be described in the Investment Advisory Agreement. By signing the Investment Advisory Agreement, you typically grant us the authority to debit advisory fees directly from your account, but you could grant us that authority in a separate document. If we have that authority, you will receive an account statement from the account custodian, no less than quarterly, showing all account holdings, transactions in your account, and fees charged by us. We urge you to review the information on the statement for accuracy and compare the information to any reports received directly from us. Please refer to Item 15 of this document for additional disclosures relating to custody. Each client agreement may be canceled at any time, by either party, for any reason. Upon termination of any account, any prepaid, unearned fees will be promptly refunded on a pro- rata basis based upon the number of days remaining in the billing period after termination, and any earned, unpaid fees will be due and payable. The minimum account relationship size (all accounts in a client’s household) for our portfolio management service is $500,000. Third Party Advisory Services minimum account size varies by third party manager. We have discretion to waive the minimum on all our programs. Third party investment Advisors may each respectively agree to waive their minimums at our request. The fees deducted are reported to you on your account statement. Please review it for accuracy. Fees will be deducted first from any money market funds or cash balances. If such assets are insufficient to satisfy payment of the fee, a portion of the portfolio assets will be liquidated to cover the fee. Typically, the management fee is deducted directly from your account, a process to which you consent to in advance by signing the Investment Advisory Agreement. You do have the option to be invoiced should you prefer that. Generally, your fee will be calculated on the entire balance in your account, including cash balances. Cash balances can be excluded from the fee calculations in some cases if we agree in writing. This decision typically depends upon the level of cash being held and the amount of time the assets have been or will remain in cash. Additionally, each Advisor has the option to either include or exclude individual securities and/or accounts when assessing the management fee. Any such excluded asset will be reflected in the Client’s agreement. This decision typically depends upon whether the client wants to have the securities actively managed and monitored or is simply having the position or the account being held as a matter of convenience or for aggregation purposes to reach the next tier or breakpoint on the fee schedule. Fee based compensation aligns our interest with yours because our compensation increases when the assets we manage for you increase. However, this link between the value of your account and our compensation creates a conflict of interest. If your account’s value decreases, so does our compensation. This gives us an incentive to discourage you from taking money from your account even if it may be in your best interest to do so. We strive to maintain a high degree of objectivity and to ensure that our advice is not based on these incentives. However, a conflict of interest exists, and you must be aware of this when you consider our recommendations. Our goal is that our advice to you always remains in your best interest and that we will disregard any financial impact these decisions may have on our firm. Clients should discuss this subject thoroughly with their Advisor to ensure that a fee- based account is appropriate for their needs. B. Third-Party Portfolio Management Fees Third-Party Managers charge different types of fees, which are paid in different ways. For example, some fees are separate from the investment adviser’s (e.g., SWM in this example) and are either paid by the client to the third party or the third party is granted permission to withdraw the fees from the client’s account(s). Another scenario would be one in which the client’s investment adviser (e.g., SWM in this example) pays the third party out of its fees. We do not currently utilize any third-party managers in managing client accounts for a separate fee, however, we anticipate doing so in the future. Before using such a management service, the third-party manager’s fee will be discussed thoroughly with each client and will be the subject of either a separate agreement or separate disclosure document. C. Fees Charged by Others Relating to Portfolio Management Our Portfolio Management services are typically offered through an account structure in which the Client is responsible for payment of any transaction charges, sometimes called “ticket charges,” incurred whenever in the course of our portfolio management we buy or sell securities in your account. This is referred to as a “non-wrap fee” structure. However, some of our legacy accounts are managed under a wrap fee structure, in which the Client pays a single fee that covers both advisory services and transactions. Please refer to Appendix I for additional information regarding our Wrap Fee Program. However, we are no longer offering a wrap fee structure to new clients. Each Client will also be responsible for all fees paid to and charged by any custodian, mutual funds, exchange-traded funds, or variable annuity sub-accounts. You will be solely responsible, directly, or indirectly, for these additional expenses. We do not receive any share of these expenses. Examples include but are not limited to: ❖ Account termination fees. These are fees that may be charged when you close or transfer an account from one brokerage firm (custodian) to another. These fees tend to range from $0 to $200 but might be higher. You should contact your existing custodian (brokerage firm, bank, or trust company, etc.) to determine if any account termination fees will be charged and deducted from your account if you decide to transfer the account to us. ❖ Transaction fee of $0.01 per share for every share over 10,000 shares (when automatically routed to access the expertise of the block trading desk) ❖ Wire transfer and electronic fund fees ❖ Confirmation fees (disclosed on confirmation statements) ❖ Charges imposed directly by mutual or exchange traded funds in the account. These fees are disclosed in the fund’s prospectus and may include:
• Fund management fees
• Early redemption fees
• Other fund expenses such as 12b-1 fees
• Deferred sales charges ❖ Other fees and taxes on brokerage accounts and securities transactions. For example, some custodians may charge an additional fee on both Wrap and Non-Wrap Accounts for each trade confirmation that you do not elect to receive electronically. These fees may vary between custodians but tend to average about $1.50 per confirmation. Please refer to the fee disclosures provided by your custodian or annuity carrier for additional details. Mutual funds and similar investment vehicles pay managers to manage the assets of the fund, and the expenses of the fund, including said management fees, are deducted from all the fund assets, are chargeable against the net asset value of fund shares owned by the Client, and are therefore borne separately by the Client. Other fees and expenses that the Client may pay outside of this Agreement include retirement plan fees, mutual fund sales loads, 12(b)-1 marketing fees charged by mutual funds, contingent deferred sales charges, annuity fees including mortality and expense charges, and surrender charges. We do not recommend or purchase for our client’s mutual funds that pay 12b-1 fees. If clients hold such funds in their accounts, neither the Firm nor your Advisory Representative retains 12b-1 fees paid by the mutual funds. A description of the types of fees and expenses charged by a particular investment are described in the prospectus or contract, as applicable, of the particular investment. To the extent that we provide advisory services to variable annuity policyholders, variable annuity companies impose internal fees and expenses on the investments, including contingent deferred sales charges and early redemption fees. Because it is an insurance product, variable annuity companies also impose mortality charges, which are typically in a range of 1.30% - 1.70% annually. These fees are in addition to the investment advisory fees you pay us. Complete details of the internal expenses associated with the purchase of a variable annuity product are disclosed in the prospectus. Also, please be aware for those annuity contracts that are maintained directly at the annuity company we typically receive a trailer commission from the annuity company. This creates a conflict of interest as it provides us with a financial incentive to keep you in that contract so that we can continue to receive the trail commission from the annuity company, instead of moving you to an investment advisory account in which we would no longer receive the trail commission. We ameliorate this conflict of interest by waiving advisory fees on advice relating to annuities for which the Firm or the Advisor receives trail commissions. We charge and collect advisory fees only if the annuity does not pay trail commissions. To the extent that any client utilizes margin, margin strategies entail additional fees and expenses, as the client must pay interest on any amounts borrowed against the account. When using margin, investment advisory fees are calculated on the net account balance (rather than the total market exposure) to avoid any incentive for us to use margin to potentially increase the fee paid by the client. The sale of certain options may have the effect of temporarily increasing the net value of the account and thus increasing the amount of the client’s advisory fee. See Item 12: Brokerage Practices for additional information regarding fees and other charges relating to our investment management services. 2. Fees for Financial Planning/Consulting Services A. Fees for Financial Planning Services Fees for financial planning services are usually charged at an hourly rate of $300 per hour. You will typically be invoiced directly for these fees. An estimate of the total hours, based upon the nature and complexity of the services provided, is determined at the start of the advisory relationship. Typically, financial planning fees range from $600 - $5,000. These services may also be charged on a flat fee basis agreed upon in advance. We may waive or reduce the fee if we are also managing your assets. This option is at our discretion and is handled on a case-by-case basis. Either party may terminate the written financial planning agreement or advisory agreement at any point. Upon termination, we will deliver a final billing statement for unbilled work performed prior to termination and the client will have a period of 30 days to pay. We may recommend that you purchase securities or insurance products based on the financial plan. Please refer to “Additional Compensation – Advisors” (below) for important additional information. B. Fees for Financial Planning/Consulting Services Consulting Services fees are billed based on the terms and conditions agreed-upon by us and the client, which could result in an hourly rate, fixed fee, or asset-based fee. The fee schedule for Retirement Plan Consulting Services is based on the program selected by the client. If an asset-based fee is agreed upon, the maximum advisory fee that may be charged under this program is 1.50% of the assets under advisement. However, cumulative hourly or fixed fees may exceed this amount. The exact fee and all terms and conditions are negotiated in advance of services rendered and are disclosed in the written consulting or advisory agreement. Either party may terminate the written consulting or advisory agreement at any time. Upon termination, we will deliver a final billing statement for unbilled work performed prior to termination and the client will have a period of 30 days to pay. We may recommend that you purchase securities based on the retirement planning services. Please refer to “Additional Compensation – Advisors” (below) for important additional information. Additional Compensation - Advisors Our Advisors also receive commissions or other compensation as registered representatives and/or insurance agents. This compensation is separate and distinct from our advisory compensation and is discussed in greater detail below. Advisory clients may also maintain non-advisory brokerage accounts. Unless his or her Form ADV Part 2B states to the contrary, your advisor is also separately licensed as registered representatives of Triad Advisors (“Triad”), a registered broker-dealer and a member of the Financial Industry Regulatory Association (“FINRA”). That Advisor is compensated through commissions assessed on the transactions executed in non-advisory brokerage accounts. This creates an incentive for the Advisor to recommend investment products in brokerage accounts based on the compensation received rather than on your needs. To address this conflict, we maintain policies and procedures to ensure recommendations made to you are in your best interest. While Advisors receive commissions on non- advisory accounts, they are not permitted to receive commissions on advisory accounts. In addition, advisory fees are not charged on commission-based brokerage accounts. When providing financial planning or consulting services, we may recommend that you purchase certain securities in brokerage accounts or insurance products. If this occurs, our Advisors will do so as registered representative (“reps”) of Triad Advisors when purchasing securities or as agents of various insurance firms when purchasing insurance products. Additional compensation in the form of commissions is received by our Advisors and by us if you act on these recommendations. As a result, we have a conflict of interest based on the incentive to make recommendations to you and receive this additional compensation. This does not mean that the products that we may recommend are not suitable to meet your needs. We manage this conflict of interest by evaluating all such recommendations to assure they are suitable. We work with Triad in several ways to prevent potential conflicts. We review trades and flag certain transactions for further review to ensure that they were suitable. If it is determined that an unsuitable recommendation has been made, we will work with our broker-dealer to determine the corrective steps to be taken. We may also recommend that we manage your investments. This would provide additional compensation to us in the form of management fees. As a result, we have an incentive to make these recommendations to receive additional compensation. This does not mean that the recommendation is not suitable for you. However, again you should discuss this subject thoroughly with your Advisor to ensure that a fee-based account is appropriate for your needs. We manage that conflict of interest by evaluating all such recommendations to assure they are in your best interests. To sell insurance products, all our Advisors are required to complete continuing education requirements that include ethics courses in order to maintain their licenses. For variable annuity insurance products, a member of our management team along with Triad will review the recommendation for suitability. For all insurance products, should it be determined that insurance products are being sold based on compensation received instead of suitability, we will work within our organization, our broker-dealer and/or the appropriate insurance commission to determine the corrective steps to be taken. You are never under any obligation to purchase products or services recommended by us or our Advisors. You always have the option of purchasing them through other brokers or agents who are not affiliated with us. It is important that you be aware of these potential conflicts. We encourage you to discuss them with your Advisor. Item 12 further describes the factors that SWM considers in selecting or recommending broker- dealers for client transactions and determining the reasonableness of their commissions. PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT Neither Sugarloaf Wealth Management nor our Advisors accept any performance-based fees (i.e., fees based on a share of capital gains or capital appreciation of the assets of a client).