Description of Comerica Securities, Inc. Comerica Securities, Inc. (“Comerica Securities”) is a non-bank affiliate of Comerica, Inc. (“Comerica”) and a part of Comerica’s Wealth Management Division (“WM”). Comerica’s Wealth Management team consists of various divisions of Comerica Bank, affiliates of Comerica Bank including Comerica Bank & Trust N.A., and subsidiaries of Comerica Bank, including Comerica Securities, Inc., and Comerica Insurance Services, Inc. and its affiliated insurance agencies (“CIS”). Also under the WM umbrella is Comerica Asset Management (“CAM”), an unincorporated division. Comerica Securities was formed in 1985 and became a Securities and Exchange Commission (“SEC”) registered investment adviser in 2005. Comerica Securities is 100% owned by Comerica Investment Services, which is 100% owned by Comerica Bank, which is 100% owned by Comerica, Inc., a publicly traded company. Comerica Securities is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Internal Revenue Code of 1986, as amended (“IRC”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. When providing recommendations to retirement plan accounts involving rollover considerations, there are generally four options regarding an existing retirement plan account. An employee may use a combination of those options, such as; (i) leave the funds in the former employer’s plan, if permitted, (ii) roll over the funds to a new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the individual’s age, result in adverse tax consequences). If your Financial Consultant recommends that you rollover your retirement plan and/or transfer IRA assets into an account managed by Comerica Securities, such recommendation creates a conflict of interest insofar as we will earn an advisory fee on the rolled over or transferred assets. A. Wrap Program Services Managed Portfolio Solutions (“MPS”), the wrap fee program sponsored by Comerica Securities (the “Adviser”), provides both discretionary and non-discretionary investment advisory services as described in this brochure. The Comerica Securities MPS Program includes the Personal Portfolio Advisory, Comerica Managed Portfolios, Fund Strategist Portfolios, Separately Managed Account, Unified Managed Account programs, and the Envestnet Impact and Tax Overlay Services. The MPS Program utilizes Envestnet Asset Management, Inc. (“Envestnet”), a registered investment adviser, as the Platform Manager and as a Consultant. The Platform Manager operates the technology platform on which the wrap program functions and provides certain investment advisory services to Adviser and Adviser’s clients. Envestnet’s portfolio consulting group, Portfolio Management Consultants (“PMC”), conducts research on asset managers and investment vehicles, provides consultation to the Adviser regarding investment selection and acts as an Overlay Manager for certain programs. Envestnet and Adviser are not affiliated other than through jointly providing services to the wrap fee program. As explained above, Comerica Securities, through common control and ownership, is an affiliate of CAM. CAM provides certain investment management strategy and model services to Comerica Securities, which are made available for investment as part of its wrap fee program. All accounts participating in the MPS Program are held in custody at our clearing firm, Pershing LLC (“Pershing”). Managed Portfolio Solutions Program Fees for the MPS Program are described below. Fees are negotiable and discounts on fees are available based on, but not limited to, the household relationship with Comerica Securities and amount of assets under management. Additionally, Program Accounts may be on a fee schedule that is no longer offered. As a result, clients with similar assets will have differing fee schedules. The Firm generally does not permit clients to hold non-advisory assets (i.e., non-Program Assets) in their Program Accounts. If the Firm agrees to do so, these assets will be deemed to be “Unsupervised Assets” (i.e., assets for which you will not receive investment advice). Unsupervised Assets are excluded from the Client Fee calculation. Unsupervised Assets are also excluded from Program Account performance calculations, including performance reports created by the Platform Manager. The fee you pay will change over time due to the investments chosen, the effects of market conditions, and investment performance on your account asset value. Any additions or withdrawals made in your account will also affect the fee you pay. Any fees you pay reduce the overall value of and net performance of your Program Account. You should consider the aggregate costs and expenses of investment advisory services and products as a whole. For all MPS Program Accounts, in addition to the Client Fees, clients will also pay management fees and expenses to mutual funds and ETFs when utilized in their portfolio. Mutual fund trades are executed as “no load” (without commissions or sales charges). Please refer to “General Information on Fees” and “Client Fees” for additional information. Personal Portfolio Advisory (“PPA”) For clients in this program, a Comerica Securities Financial Consultant (hereafter, “Financial Consultant”) will construct, through the use of asset allocation software, allocation models based on specific client investment objectives and risk tolerances. The Financial Consultant will then recommend various investment choices based on asset class to populate the proposed allocation model. These recommendations can include, but are not limited to, common and preferred equities, mutual funds, exchange-traded -funds, and fixed-income securities. You will be presented with the proposed allocation model and investment recommendations to review prior to establishing an account. If you choose to execute the proposed model, the account will be established on a fully discretionary basis. Non-discretionary Personal Portfolio Advisory (“PPA”) accounts are no longer offered. For existing non-discretionary PPA accounts, the Financial Consultant will not be acting in a discretionary manner nor will the Financial Consultant make any investment decisions without your consent. The Financial Consultant will periodically evaluate the portfolio while taking into account changing economic and market conditions as well as changes to your personal financial situation. When deemed appropriate by your Financial Consultant, recommendations for rebalancing or re-allocation will be made to you. Your Financial Consultant will review your account allocations with you as necessary but no less than annually. For discretionary accounts, the investments used to populate your model will be selected by the Financial Consultant and managed (e.g., bought and sold) by him or her as necessary to meet changing economic and market conditions as well as your personal financial situation. The Financial Consultant’s use of discretion can include, but is not limited to, the purchase, sale or other disposition of securities (i.e., Program Assets) within your Program Account. This includes, for example, the exchange or tender of shares as part of a corporate action. Your Financial Consultant will rebalance your account allocations as he or she deems necessary; accounts are typically rebalanced no less than annually. If a client accepts the proposal, the client will receive an Investment Policy Statement that also contains Managed Portfolio Solutions Terms & Conditions. The minimum initial investment for the PPA program is $50,000. The Fee Schedule for the PPA Program is as follows: Fee Schedule Assets Managed Advisor Fee On first $2 Million 1.35% On next $3 Million 0.90% On next $5 Million 0.60% On Balance (>$10 Million) 0.40% For all PPA accounts, the Client Fee will include an Advisor Fee and an Overlay Fee. Advisor Fees are charged by Comerica Securities for investment advisory services provided, including but not limited to investment management services. The Overlay Fee represents the costs associated with account oversight and investment management by your Financial Consultant as the Portfolio Manager. This includes, for example, model management and portfolio rebalancing. The Overlay Fee is 0.10% and will be assessed against total Program Assets. The Advisor Fee and Overlay Fee are considered compensation paid to Comerica and your Financial Consultant. Comerica Managed Portfolios The Comerica Managed Portfolios (“CMP”) program provides clients with access to portfolio solutions designed to help them meet their investment goals. CMP solutions utilize various approaches to asset allocation and model construction. CMP strategies and models are provided by CAM. CMPs can employ a longer-term, strategic asset allocation approach, or take a dynamic or tactical approach, which more actively adjusts allocations in an attempt to take advantage of intermediate or shorter-term market movements. The CMP program can provide unique solutions across traditional asset classes, specific countries or regions, different sectors (domestic and non-U.S.), alternatives, and/or commodities, that are designed to fit a range of risk profiles and objectives. The models and strategies offered generally range from solutions for the conservative investor to those with a high-risk tolerance seeking maximum growth potential. The CMPs generally use exchange traded funds (“ETFs”), mutual funds and/or Separately Managed Accounts (“SMAs”), including those managed by Envestnet Asset Management’s (“Envestnet”) Portfolio Management Consulting (“PMC”) group. The CMP program asset allocation model or strategy recommended to you, along with any other products or securities chosen for your overall model (portfolio), if any, will be determined by your individual responses to a risk tolerance questionnaire. Tax-sensitive strategies and tax-managed models are available in CMP models and certain risk regions. Tax-sensitive strategies typically include the use of tax-exempt fixed-income mutual funds and ETFs and/or SMAs in their fixed-income allocations. PMC provides services related to the products chosen to populate asset allocation models for all CMP strategies (Premier and Select). A comprehensive due diligence process incorporating quantitative, qualitative and fundamental analysis seeks to identify products expected to add a higher level of risk adjusted performance over time to each client’s specific asset allocation. CAM periodically reviews and monitors the products and allocations in its models and makes changes when deemed warranted. The addition (or removal) of an SMA Manager will increase (or decrease) your Client Fee. (For additional details, please see the fee information beginning on page 13 of this brochure.) CAM’s process provides the benefits of diversification, appropriate asset class exposure, passive and active investment management. CAM strategies do not undergo the same due diligence process and analysis that non-proprietary strategies do. Trades in CMP Program Accounts are placed on a discretionary basis. The models in the CMP program can be rebalanced when an investment change is made or upon certain deposits or withdrawals of funds. A rebalance could result in a buy or sell of securities held in a Program Account. Additionally, clients can choose from three different rebalance schedules to better suit their investment preferences. Reviews and the monitoring process for these accounts follows a disciplined methodology emphasizing proper asset allocation and product selection for each of the models. If a client accepts the proposal, the client will receive an Investment Policy Statement that also contains the Managed Portfolio Solutions Program Terms and Conditions. The minimum initial investment for the CMP program is determined by the product selection but will be no less than $50,000. Minimums can be substantially higher depending on the client’s model and managers selected. The Fee Schedule for the Comerica Managed Portfolios Program is listed on page 12. Fund Strategist Portfolios The Fund Strategist Portfolios (“FSP”) program provides clients with access to investment strategists who construct portfolio solutions designed to help them meet their investment goals. FSP solutions utilize various approaches to asset allocation and model construction. FSP strategies and models are provided by CAM and by non-affiliated third-party model providers. FSPs can employ a longer-term, strategic asset allocation approach, or take a dynamic or tactical approach, which more actively adjusts allocations in an attempt to take advantage of intermediate or shorter-term market movements. The FSP program can provide unique solutions across traditional asset classes, specific countries or regions, different sectors (domestic and non-U.S.), alternatives, and/or commodities, that are designed to fit a range of risk profiles and objectives. The models and strategies offered in the FSP program generally range from solutions for the conservative investor to those with a high-risk tolerance seeking maximum growth potential. Portfolio solutions from certain model providers are available only in select risk ranges. FSPs generally use actively managed mutual funds, exchange-traded funds (“ETFs”) and/or exchange-traded notes (“ETNs”) in their models or strategies. The FSP program asset allocation model or strategy recommended to you, along with any other products or securities chosen for your overall model (portfolio), if any, will be determined by your individual responses to a risk tolerance questionnaire. Tax-sensitive strategies and tax-managed models are available in certain FSP models and certain risk regions. Tax-sensitive strategies typically include the use of tax-exempt fixed-income mutual funds and ETFs in their fixed-income allocations. Tax-managed models have a goal of providing improved after-tax returns using mutual funds that employ various tax-managed and tax- harvesting strategies. Risk Tolerance and Model Target Risk Scoring Each FSP model is assigned a target risk score that aligns with a specific risk tolerance ranging from: capital preservation; conservative; moderate; growth; to aggressive growth. For CAM provided models, the target risk score is assigned based on the model’s current asset allocation. For all other FSPs, the target risk score is assigned by PMC and is set at the maximum risk score a strategy could have based on the strategist’s asset allocation policies. As a result, the current allocation and investment holdings in a client’s model can score more conservatively than the maximum risk score PMC has assigned to the portfolio and result in a client being invested in an asset allocation model which is in a lower risk range/tolerance than was determined by the client’s risk tolerance questionnaire. For the FSPs provided by CAM (Alpha Fund Advisory, Comerica Index, and Comerica Dimensional Portfolios), PMC provides services related to the products chosen to populate asset allocation models. CAM strategies do not undergo the same due diligence process and analysis that non-proprietary strategies do. A comprehensive due diligence process incorporating quantitative, qualitative and fundamental analysis seeks to identify mutual funds (in the case of Alpha Fund Advisory and Comerica Dimensional Portfolios) expected to add a higher level of risk adjusted performance over time to each client’s specific asset allocation. The Comerica Index models currently utilize only ETFs. Comerica Dimensional Portfolio FSP models utilize only open- end mutual funds managed by Dimensional Fund Advisors (“DFA”). DFA can also, from time to time, provide information to CAM related to the funds chosen to populate these models. CAM periodically reviews and monitors the products and allocations in its FSP models and makes changes when deemed warranted. CAM’s process provides the benefits of diversification and active investment management (in the case of Alpha Fund Advisory and Comerica Dimensional Portfolios) and diversification and appropriate asset class exposure (in the case of Comerica Index). The models in the FSP program can be rebalanced when an investment change is made or upon certain deposits or withdrawals of funds. Additionally, clients can choose from three different rebalance schedules to better suit their investment preferences. Reviews and the monitoring process for these accounts follows a disciplined methodology emphasizing proper asset allocation and product selection for each of the models. Trades in all FSP Program Accounts are placed on a discretionary basis. If a client accepts the proposal, the client will receive an Investment Policy Statement that also contains the Managed Portfolio Solutions Program Terms and Conditions. The minimum initial investment in the FSP program is $25,000. The Fee Schedule for the Fund Strategist Portfolios Program is listed on page 12. Separately Managed Account (“SMA”) For clients with SMA accounts, Envestnet’s portfolio consulting group, PMC will recommend a list of individual asset managers (“managers”), mutual funds and exchange traded funds that correspond to the proposed asset classes and styles displayed in the asset allocation model constructed by your Financial Consultant. The asset allocation model is derived from specific client responses to the client questionnaire. Comerica Securities, as part of the proposal process, will recommend specific managers, mutual funds or ETFs from this list. The managers and mutual funds selected to participate in the SMA program are chosen after an intensive evaluation and due diligence process conducted by PMC. This due diligence process focuses on quantitative and qualitative factors such as the manager’s and investment vehicle’s reputation, approach to investing, and style consistency. If a client accepts the proposal, the client will receive an Investment Policy Statement that also contains the Managed Portfolio Solutions Program Terms and Conditions. The minimum initial investment for these accounts is $100,000. Minimums can be higher depending on the manager selected. The Fee Schedule for the Separately Managed Account Program is listed on page 12. Unified Managed Account (“UMA”) For clients with UMA accounts, Financial Consultants will have access to an approved list of SMA Model Managers, mutual funds, and ETFs that have undergone PMC’s due diligence process. This includes certain strategies provided by CAM and those provided by non-affiliated third-party managers. CAM strategies include certain strategies provided in the Fund Strategist Portfolios program. CAM strategies do not undergo the same due diligence process and analysis that non- proprietary strategies do. SMA strategies provided by PMC are also available in UMA. A Financial Consultant will construct a portfolio in a single account for the client that can be comprised of a combination of manager models, mutual funds and/or ETFs in custom “sleeves.” From time to time, as they deem necessary, CAM and other managers will make changes to their models based on current market and economic conditions. The UMA track is not expected to be an exact replica of a separately managed account for any model because UMA accounts can utilize several manager portfolio models in a single account. Financial Consultants can also utilize a sleeve(s) comprised of a model(s) that he or she constructed in the PPA Program. PPA models can include investments such as individual stocks and bonds, as well as access to a broader menu of mutual funds and ETFs that are not typically available in the UMA Program. Your account can be established on either a non-discretionary basis or a fully discretionary basis with investment discretion granted to your Financial Consultant. If you choose to open a non-discretionary account, the Financial Consultant will not be acting in a discretionary manner, nor will the Financial Consultant make any investment decisions without your consent. The Financial Consultant will periodically evaluate the portfolio while taking into account changing economic and market conditions as well as changes to your personal financial situation. When deemed appropriate by your Financial Consultant, recommendations for rebalancing or reallocation will be made to you. Your Financial Consultant will review your account allocations as necessary, but no less than annually. If you choose to open a fully discretionary account, investments used to populate portfolio sleeves will be selected by the Financial Consultant and managed by him or her as necessary to meet changing economic and market conditions as well as your personal financial situation. The Financial Consultant’s use of discretion can include the purchase, sale or other disposition of individual securities, SMA Managers and Fund Strategists (i.e., Program Assets) within your Program Account. The addition (or removal) of an SMA Manager and certain Fund Strategists will increase (or decrease) your Client Fee. (For additional details regarding SMA fees, please see the fee information beginning on page 13 of this brochure.) Discretion can also include, for example, the exchange or tender of shares as part of a corporate action. Your Financial Consultant can also reallocate portfolio holdings, within your chosen risk tolerance, and will rebalance your account allocations as necessary, but generally no less than annually. Additionally, the UMA account utilizes Envestnet a-s an Overlay Manager who coordinates trading across sleeves in a “multi-sleeve” portfolio. The Overlay Manager can, without prior consultation, buy, sell, exchange, convert and otherwise trade in securities as directed by a separate account manager, model provider or investment management strategy and consistent with the direction in your Investment Policy Statement. The managers and investments selected to participate in the UMA program are chosen after an intensive evaluation and due diligence process conducted by PMC. This due diligence process focuses on quantitative and qualitative factors such as the manager’s and investment vehicle’s reputation, approach to investing, and style consistency. Investments selected by a Financial Consultant in any PPA model(s) utilized in the UMA program are typically not reviewed by PMC. The Fee Schedule for the Comerica Managed Portfolios, Fund Strategist Portfolios, Separately Managed Account, and Unified Managed Account Program is as follows: Fee Schedule Assets Managed Advisor Fee On first $2 Million 1.35% On next $3 Million 0.90% On next $5 Million 0.60% On Balance (>$10 Million) 0.40% For all CMP, FSP, SMA, and UMA accounts, the Client Fee will include an Advisor Fee and, when applicable, a Manager Fee and a SMA Platform Fee. When an SMA Manager(s) is included as part of a portfolio, a Manager Fee will be added to the Advisor Fee paid by the client. Certain FSPs can also be subject to a Manager Fee. Manager Fees are only assessed against the portion of Program Assets managed by the SMA Manager(s). Manager Fees vary based on the SMA Manager or FSP Strategy selected and range from 0.0% to 0.50%. This range can change due to the addition or removal of available SMA Managers or FSP Strategies. The SMA Platform Fee, which is assessed by Envestnet is included in the Manager Fee (i.e., the range cited above). The SMA Platform Fee varies based on the SMA Manager(s) or FSP Strategy selected and ranges from 0.0% to 0.02%. The Client Fee paid is the sum of the Advisor Fee and Manager Fee, when applicable. Fixed Income Models (PPA, SMA, and UMA Programs Only) Certain Program Accounts may be eligible for a Fixed Income Model Advisor Fee Schedule. To qualify, a Program Account’s initial model allocation must generally be allocated 95% (or more) to Fixed Income Securities, as defined by Envestnet. Fixed Income Securities include individual bonds, and certain exchange traded funds and open-end mutual funds. If, after a Program Account is deemed eligible and the Program Account’s Fixed Income Model allocation subsequently falls below 95% due to position drift (i.e., Program Asset value increases or decreases relative to its target allocation), the Program Account will remain eligible for the Fixed Income Model Advisor Fee Schedule. However, if a client makes changes to their model allocation, such that allocation to Fixed Income Securities falls below 95%, then a goal modification will be required and the standard (i.e., non-Fixed Income Model) Advisor Fee Schedule for the applicable program will apply. The Client Fee paid for Fixed Income models in the PPA Program will be the sum of the Fixed Income Model Advisor Fee and Overlay Fee as described in the Fee Schedule information in the Personal Portfolio Advisory (PPA) section above. The Client Fee paid for Fixed Income models in the UMA and SMA Programs will be the sum of the Fixed Income Model Advisor Fee and, if applicable, SMA Platform Fee and Manager Fee as described in Fee Schedule information in the Unified Managed Account section above. Clients who elect to enroll in any Envestnet Impact and Tax Overlay services will also pay an Overlay Fee in UMA. The Fee Schedule for the Fixed Income Models is as follows: Advisor Fee Schedule: Assets Managed Advisor Fee On first $2 Million 0.50% On next $3 Million 0.35% On next $5 Million 0.25% On next $10 Million 0.20% On balance >$20 Million 0.15% Envestnet Impact and Tax Overlay Services Envestnet Impact and Tax Overlay Services (“tax services”) are provided by Envestnet. For Program Accounts enrolled in the services, Envestnet will provide discretionary investment advice through overlay portfolio management services and tax overlay management services. Tax services are not suitable for all clients and are not intended to be general tax planning services. Tax services can be appropriate for clients

who, for example, want to limit net long-term or short-term gains, who own “appreciated securities” (i.e., securities with a low cost basis) and want to manage how gains are realized for selling these securities, who are be subject to the Alternative Minimum Tax, or those clients who specifically budget for taxes associated with their Program Account(s). Envestnet relies solely on the tax information provided by the client. To the extent such information is inaccurate or incomplete, the tax strategy developed for the client can be adversely affected. The provision of complete and accurate tax information is the sole responsibility of the client. The use of the tax services can result in recommendations from Envestnet that differ from those made by the Adviser and/or can be inconsistent with the client’s chosen investment model and strategy. This can cause trading, holdings and/or performance of the client’s portfolio to deviate from a portfolio that does not apply these services. Additionally, the use of these services can cause the client’s account risk to differ from the risk profile identified for the client during the proposal process. In order to enroll in the tax services, clients must complete an Envestnet Tax Overlay Services questionnaire. Clients should consult with their tax and legal advisors regarding their specific situation prior to completing the form or enrolling. Comerica Securities does not provide tax or legal advice. The tax services can be used individually, or in combination with the other services. They can only be selected in conjunction with UMA portfolios. The minimum Program Account size for these tax services is $250,000. For additional information regarding the individual services, please refer to the sections below. The Fee Schedule for these services is listed below on page 15. Envestnet Impact Overlay Services This service allows clients to apply customized socially responsible investment (“Impact”) restrictions to their investment portfolio. These restrictions are designed for investors who are willing to allow some deviation from their selected portfolios in an aim to minimize their exposure to companies with specific products, services, and operations that do not meet the client’s values and personal convictions. The overlay service leverages software that applies predefined screens and rules to help keep the client’s Impact-screened portfolio reasonably close to the model portfolio recommended by the Financial Consultant. Envestnet Tax Overlay Services These services offer clients a premium solution to help limit long-term gains, short-term gains and/or to attempt to limit their potential tax liabilities. It also offers more customizable solutions for clients who are seeking to attempt to control the realization of large unrealized gains that are imbedded in their portfolios. These services allow clients to have their Program Account traded with tax-aware portfolio management techniques by leveraging software that applies predefined rules and constraints to help keep the client’s tax-aware portfolio reasonably close to the model portfolio recommended by their Financial Consultant. The software seeks to consider the tax costs of trading that detract from the client’s after-tax returns. This service is designed for taxable investors who are willing to allow some deviation from their selected portfolios in an aim to minimize the impact of taxes on their returns by attempting to match capital gains with capital losses during a given tax year. Clients that have other unique tax circumstances that require an individualized strategy may also benefit from the services. If these services are selected by the client, the Financial Consultant, working with Envestnet, will determine an appropriate asset allocation and model to establish the tax management goals desired for the client’s Program Account. Envestnet Impact and Tax Overlay Services Fee Schedule Assets Managed Overlay Fee On first $10 Million 0.16% On next $15 Million 0.13% On Balance >$25 Million 0.09% For CMP and UMA clients who elect to utilize these services, the Client Fee will be the sum of the Advisor Fee, the Overlay Fee and, when applicable, a Manager Fee. For additional details regarding the Manager Fee, CMP Program fee and the UMA Program Fee Schedule, please refer to the Section Item 4. Services, Fees and Compensation above. Personal Portfolio Advisory, Comerica Managed Portfolios, Fund Strategist Portfolios, Separately Managed Account, Unified Managed Account and Envestnet Impact, and Tax Overlay Service Client Fees Client will pay a Client Fee calculated by applying the annual fee percentage as provided (the “Fee Schedule”) in the program descriptions. This fee will be applied to the asset value of the assets held in the Program Accounts. The initial Client Fee will equal (on an annualized basis) the percentage as set forth in the Fee Schedule of the fair market value of the client’s Program Assets. Client authorizes and directs Comerica Securities to instruct Pershing to deduct from Program Accounts such Client Fees as are due. Pershing shall retain the custodial fee due them in connection with the Program and shall disburse the remainder of the Client Fee to Adviser and to Platform Manager in accordance with the Adviser’s instructions. Platform Manager shall retain or distribute to any investment model portfolio managers (“Model Provider”) and any third-party service providers any amounts due such parties in connection with the Programs. Some Program Accounts may be on a fee schedule that is no longer offered, or may have a fee discount due to a householding arrangement. As a result, clients with similar assets will have differing fee schedules. The Advisor Fee and (PPA) Overlay Fee portions of the Client Fee received from Program Accounts is considered compensation paid to Comerica Securities and to its Financial Consultants. A portion of the Client Fees paid by you can be shared with Comerica Securities employees who do not provide investment advice or other advisory services for your Program Account. This include individuals in administrative roles or those based on certain partnership arrangements with a Financial Consultant(s). For the Managed Portfolio Solutions Program, the Platform Manager may receive an SMA Platform Fee ranging from 0.0% to 0.02%. The SMA Platform Fee is only applicable when certain SMA or FSP Manager(s) are included in the client’s Program Account. A portion of the Client Fee, ranging from 0.0% to 0.50%, will be paid out to a separate asset manager(s), as applicable. This range may change due to the addition or removal of available SMA Managers, FSP Strategies and other model or strategy providers. Your Client Fee will be deducted directly from your Program Account. The initial Client Fee for the first calendar month (or part thereof) in which the client participates in the Program shall be calculated and debited on or before the 15th day of the month (or the next business day if the 15th is a non-business day) after initial Program Assets are placed in the Program with Pershing and shall be the Client Fee for the first calendar month (or part thereof) in which the client participates in the Program. The initial Client Fee for any partial calendar month shall be prorated based on the number of calendar days in the partial month. Thereafter, the Client Fee shall be calculated at the beginning of each calendar month based on the value of Program Assets on the last business day of the prior calendar month. If client invests $10,000 or more in any Program Account after the inception of a calendar month, the Client Fee for the additional amount for that month will be calculated and prorated as of the day of the additional investment. If client withdraws $10,000 or more in any Program Account, a Client Fee credit for that month will be calculated as of the day of the withdrawal and credited back on or before the 15th of the month following the withdrawal. The Client Fee for each month will equal (on an annualized basis) the percentage set forth in the applicable Advisor Fee Schedule, plus the Overlay Fee and Manager Fee (as applicable) of the fair market value of the Program Assets in the applicable category (including interest paid or accrued) as calculated on the last business day of the previous calendar month. The Platform Manager will determine fair market value for Client Fee calculation purposes. Partial withdrawals from the Program Account will be eligible for a refund of fees paid in advance. Client agrees that excessive contributions or withdrawals, as determined by Adviser in its sole discretion, can be subject to additional charges to cover administrative costs. If a Program Account is terminated and all Program Assets are withdrawn from the Program prior to the end of a month, the pro rata portion of the Client Fee will be reimbursed to client. If there is insufficient cash in the Program Account at the time the Client Fee is to be debited from the Program Account, Adviser or Platform Manager can sell an amount of Program Assets to generate sufficient cash to pay the Client Fee. This can create a taxable gain or tax loss for you. B. Fee-Based Accounts Wrap Programs and Client Fees Our advisory services are offered as part of a wrap program. In a wrap program, you pay a fee that is based on the market value of the assets (securities and cash) held in your account (i.e., an asset-based fee) (“Client Fee”). The Client Fee and fee schedule applicable to an account depends on the services and investments you choose. Changes in your portfolio holdings and/or allocation can impact the billing rate (%). Our fee schedules are “tiered,” which means as the value of an account’s assets reaches a new threshold (or tier), the assets above that threshold are charged successively lower percentages. In a wrap program, the asset-based fee includes most transaction costs and fees to a broker- dealer that executes trades and/or holds your assets (called “custody”), and as a result wrap fees are typically higher than non-wrap advisory fees. (In non-wrap programs, commissions are typically charged on a trade-by-trade basis in addition to an advisory fee.) The more securities and cash held in an advisory account, the more you will pay in fees. The nature of how we are compensated in an advisory account can incentivize the encouragement to maintain and/or increase the assets held in your account(s). Other Fee-Based Account Considerations Before investing in any of the wrap programs detailed in this Brochure, you should be aware that these programs can cost more or less then purchasing such services separately. Asset-based fee arrangements, when compared with regular commission-based brokerage accounts, generally result in lower costs during periods when active trading is occurring, such as the year an account is established. During periods when limited trading activity is taking place, such programs can result in a higher total annual cost for transactions. Cash and money market funds (collectively “cash”) in an MPS Program Account are included in calculating the Client Fee. This includes, but is not limited to, cash that a client chooses to designate as “protected” within a Program Account. Protected cash is not invested, managed nor included in a Program Account’s model. If you plan to maintain a large amount of cash, it is recommended that you do so in a brokerage (i.e., non-fee-based) account. It can cost you less to hold cash in a brokerage account. There are many factors which determine if a fee-based account would be more cost effective than similar services purchased separately. These factors include, but are not limited to, the total cost of transactions in a commission-based account versus the management fee charged in the wrap program, amount of account turnover, type of securities purchased or sold, and number of securities purchased or sold, trading discounts allowed, and your tax situation. When making cost comparisons, you should be aware that the combination of investment advisory, custodial and brokerage services available through these programs may not be available separately or may require multiple accounts and fees. In either type of account, you should also be aware that any advisory fees or commission amounts charged are in addition to the management fees and operating expenses charged by open-end, closed-end and exchange-traded funds. To the extent that you intend to hold fund shares for an extended period of time, it can be more economical for you to purchase fund shares outside of a wrap fee program. Clients can also be able to purchase mutual funds directly from the respective fund families without incurring any additional advisory fees that may be charged by Comerica Securities. However, when purchasing or selling directly from fund families, you may incur a front or back-end sales charge, or “load.” Funds purchased in the wrap fee program are purchased with no sales-charge or “load.” Some open-end mutual funds available in the Program, in addition to assessing management fees, assess a distribution fee pursuant to section 12(b)-1 of the Investment Company Act of 1940, or an administrative or service fee referred to as a “trail.” Such fees are included in the calculation of operating expenses of a mutual fund and are disclosed in the fund prospectus. When available from the fund family, Comerica Securities will typically recommend, buy and hold a class of mutual fund shares designed for advisory accounts, as they are more advantageous to the client. This class of mutual fund shares generally does not pay a 12b-1 service fee back to Comerica Securities. In certain instances, because a mutual fund company does not offer institutional class (or other non‐12b‐1 fee paying) mutual funds or does not contractually offer them to Comerica Securities clients, mutual funds with a more expensive structure will be selected. Program Accounts may hold and/or add to (i.e., recommend or buy) existing fund positions that have a more expense structure, even when lower-cost shares of the same fund are available. Certain Separate Account Managers and Fund Strategists invest in mutual funds that have a more expensive structure than mutual funds that are designed for advisory accounts, including mutual funds that impose 12b-1 fees, even when lower-cost shares of the same fund are available. If mutual fund shares designed for advisory accounts are not available or not used, the purchase will be done with no sales charge regardless of the type of fund class share used. Additionally, if any 12b-1 service fees are received by Comerica Securities for mutual funds held in a Program Account, the fees are credited to the client’s advisory Program Account. Certain mutual funds offered in these Programs impose short-term trading charges (typically 1%- 2% of the amount originally invested) for redemptions generally made within short periods of time. These short-term charges are imposed by the funds and not by Comerica Securities. These charges are imposed by the funds to deter “market timers” who trade actively in fund shares. You should consider these short-term trading charges when selecting the program and/or mutual funds in which you invest and details are available in each fund’s prospectus. C. General Information on Other Fees Charged to Clients The Client Fee does not cover certain charges associated with securities transactions in clients’ accounts, including:
• any dealer markups, markdowns or spreads that can be charged on transactions in over-the-counter securities;
• costs relating to trading in certain foreign securities;
• the internal charges and fees that are imposed by investments such as mutual funds and closed-end funds, unit investment trusts, exchange-traded funds or real estate investment trusts such as fund operating expenses, management fees, redemption fees, 12b-1 fees and other fees and expenses. Further information regarding charges and fees assessed on these investments can be found in the appropriate prospectus or offering document or other regulatory fees;
• brokerage commissions or other charges imposed by broker-dealers or entities other than the custodian if and when trades are cleared by a broker-dealer other than Pershing (please refer to “Trading Away and Program Client Costs” in Section I. Brokerage Practices, 1. Best Execution Policy, for additional details);
• the charge to carry tax lot information on transferred mutual funds or other investment vehicles, postage and handling charges, returned check charges, transfer taxes; stock exchange fees or other fees mandated by law; and
• any brokerage commissions or other charges, including contingent deferred sales charges (“CDSC”), imposed upon the liquidation of “in-kind assets” that are transferred into the Program. Clients should be aware that if they transfer assets into a Program, Comerica Securities can liquidate such assets immediately or at a future point in time, and clients can incur a brokerage commission or other charge, including a CDSC. Clients can also be subject to taxes when Comerica Securities liquidates such assets. Accordingly, you should consult with your financial and tax consultant before transferring assets into a Program. The Client Fee does not cover certain custodial fees that can be charged to clients by the custodian. This includes, for example, reorganization and bond redemption fees. Clients can also be charged for specific account services, such as account transfers, electronic fund and wire transfer charges, and for certain optional services elected by clients. Similarly, the Client Fee does not cover certain non-brokerage-related fees, such as, annual maintenance and termination fees. In addition, for a limited number of services provided by our custodian, if and when applicable, your account will be charged a fee that is higher than the fee assessed by the custodian. Comerica Securities retains the difference between the custodial fee and what you are charged. This includes, for example, outgoing and manual account transfer fees. Also, some mutual funds assess redemption fees to investors upon the short-term sale of their funds. Depending on the particular mutual fund, this includes sales for rebalancing purposes. Please see the prospectus for the specific mutual fund for detailed information regarding such fees. Pershing can charge short-term trading charges for funds that are part of Pershing’s FundVest Platform. FundVest no-load funds charge 12b-1 fees. Comerica Securities receives a waiver of ticket charges on eligible no-load mutual fund and exchange-traded fund (collectively, “Funds”) transactions. This waiver creates a conflict to place clients in programs or strategies that invest in participating Funds. To address this, Comerica Securities does not endorse one program, strategy or Fund over another with our Financial Consultants. In addition, Financial Consultants do not receive a financial incentive to recommend one Fund over another. All 12b-1 fees received by Comerica Securities for FundVest Funds held in a Program Account are credited to the client’s advisory Program Account. The Firm does not receive any other service fees, or revenue sharing for Funds that are part of the FundVest Program. In addition, a client can incur redemption fees, when the portfolio manager to an investment strategy determines that it is in the client’s overall interest, in conjunction with the stated goals of the investment strategy, to divest from certain investments prior to the expiration of any minimum holding period that applies. Depending on the length of the redemption period, the particular investment strategy and/or market circumstances, a portfolio manager may be able to minimize any redemption fees when, in the portfolio manager’s discretion, it is reasonable to allow a client to remain invested in an investment until expiration of any minimum holding period. Any fees you pay reduce the overall value of and net performance of your Program Account. You should consider the aggregate costs and expenses of investment advisory services and products as a whole. D. Recommending Wrap Fee Programs Financial Consultants can have a financial incentive to recommend a fee-based advisory program to a client rather than a client paying for investment advisory services, brokerage, performance reporting and other services separately. A portion of the advisory fee is paid to your Financial Consultant, which can be more than they would receive under an alternative program or if you paid for these services separately. Therefore, your Financial Consultant may have a financial incentive to recommend a particular account program over another. Financial Consultants do not receive a financial incentive to recommend one mutual fund over another but transactional (i.e., non-advisory) compensation structures vary by product type and Financial Consultants receive higher compensation for certain product types or programs. E. Financial Consultant Additional Sources of Compensation Forgivable Loans From time to time, Comerica Securities adds new associated persons who generally conduct business as both an investment adviser representative of the Firm’s investment adviser and as a registered representative of its broker-dealer (hereafter, collectively “Financial Consultant” or “FC”). To assist these new Financial Consultants as they transition to Comerica Securities, the Firm pays the FC a salary in the form of a loan (also referred to as a “draw”). The salary payments are the sum of a fixed dollar amount plus a dollar amount based on percentage of revenue earned during the payroll period. While the specific terms for each draw can differ, for newly hired FCs, they are generally structured as a combination of forgivable and non-forgivable loans, which have production- and/or asset-based components (collectively, the “components”). Loans are typically forgivable without condition during the first two years of an FC’s tenure. The amount of the forgivable draw, if any, payable during years 3 through 5 is typically reduced or fully eliminated depending on whether the FC met certain goals based on one or both components during year 1 and each year thereafter, as applicable, and as follows:
• With a production-based component, if an FC meets or exceeds a certain pre-determined sales revenue target (e.g., total of commissions, sales credits, markups/downs, and fees earned during the period), the forgivable draw, if any, for the applicable period will be at a higher amount than if the sales revenue target was not met. Production-based goals present a conflict of interest in that they incentivize an FC to recommend that clients invest using those products or services that provide the greatest amount of revenue to Comerica Securities and themselves, rather than lower-cost products, when available, that pay less or no revenue to the Firm.
• With an asset-based component, if an FC meets or exceeds a certain pre-determined dollar target for new assets, generally excluding money market funds, brough to the Firm, the forgivable draw, if any, for the applicable period will be a higher amount than if the asset target was not met. Asset-based goals present a conflict of interest in that a FC has an incentive to recommend that clients transfer their accounts, including securities holdings and cash to Comerica Securities, rather than maintain them at their current firm. The products and services offered by Comerica Securities, including its fee and commission schedules, will differ in varying degrees from those available, or that the client is currently invested in, at their present firm. The exclusion of money market funds, if applicable to a particular FC agreement, creates an incentive for the FC to recommend alternate investment products, which may have different benefits, features, costs and risks than a money market fund. Account transfers may result in the client incurring administrative or custodial fees (e.g., account transfer or termination fees) and require the liquidation of certain holdings for an account to be transferred. This could result in, for example, reportable tax events and/or additional fees or commissions being incurred by the client. Non-Forgivable Loans Once a forgivable loan term has passed, typically no later than 2 years after the FC’s employment start date, for the remainder of their career with Comerica Securities, the draw received, if any, is in the form of a non-forgivable loan plus a percentage of revenue earned. A non-forgivable loan presents a conflict of interest that in the event of an FC’s separation from the Firm, the FC shall be required to repay Comerica Securities for all outstanding draw amounts to the extent not fully recovered against commissions credited as of their employment end date. This creates an incentive for an FC to recommend that clients invest using those products or services that provide the greatest amount of revenue to Comerica Securities and themselves, rather than lower-cost products, when available, that pay less or no revenue to the Firm. Other Asset-Based Performance Compensation From time to time, in addition to the above-described loan structures, the Firm will also enter into an agreement with a newly hired FC that includes an asset-based performance bonus (“Bonus”). While the specific terms of each Bonus will differ, the performance terms are typically structured over a 7- to 8-year period. The Bonus, which is generally based on the FC’s current book of business, establishes a pre-determined dollar target for new assets brought to Comerica Securities. Similar to the Forgivable Loan, the Bonus structure will generally exclude money market funds. The dollar target must generally be met by the end of the FC’s 5th year of employment with the Firm. If the FC meets or exceeds the dollar target, he or she is eligible for a cash payment based on the total amount of new assets as of the end of year 5. The Bonus is payable, in 3 equal parts, over a multi-year period, beginning in year 6. As explained in the Forgivable Loan section (above), asset-based goals and security exclusions present a conflict of interest for the FC and Firm. To mitigate the above-described conflicts, the Firm has policies and procedures in place regarding account-type and investment recommendations. In addition, your FC has a fiduciary duty to put your interest ahead of his or her own interest and ahead of the interest of the Firm. When your FC provides investment advice regarding an account type, strategy and/or security, including transfer of accounts and assets, he or she is required to act in your best interest. Prior to transferring accounts and assets, or making investment decisions, clients are strongly encouraged to review Comerica Securities’ Regulation Best Interest Disclosure Document and its Client Relationship Summary, and to speak with their Financial Consultant regarding the important differences between an advisory (investment adviser representative) and a brokerage (registered representative) relationship, including the differences in how Financial Consultants are compensated and how those compensation arrangements create unique conflicts of interest.