SMArtX Advisory Solutions (“SmartX”) is an investment management firm founded in 2013 that provides investment management and investment advisory services to clients (“Clients”), either directly or through other investment advisory or financial services firms (“Advisors”). As of February 28th, 2018, SmartX had $504 million in assets under management on a discretionary basis. SmartX is a wholly-owned subsidiary of its parent company, HedgeCo Networks, Inc., a privately-held Delaware corporation.

SmartX owns and operates the SmartX Platform and the Smart Xchange Platform (collectively, the “Platforms”) through which SmartX offers its advisory services to Clients and Advisors. Through the Platforms, a Client or an Advisor can establish and manage a unified managed account (“UMA”). SmartX provides access to investment strategies or models (each a “Model”) through the Platforms. Each Model is provided by either SmartX, a traditional asset manager, a hedge fund or alternative investment manager, or an index provider (each a “Model Manager”). Excluding index providers, all Model Managers are registered either with the SEC or one or more state securities regulator. A Model Manager provides SmartX with securities and weights and transactional history associated with the Model in order for SmartX to create and maintain the Model Portfolio. Each Model Manager provides additional content (“Model Manager Content”), including but not limited to commentaries on the Model and the underlying investment strategy, general commentaries on the markets and the economy, historical performance, biographical information on relevant members of the Model Manager’s team, and descriptions of the investment strategy or strategies utilized in the Model. All Model Manager Content represents the opinions of the Model Manager providing the content, should not be construed as personalized advice, and is subject to change without notice.

SmartX provides access to Model Manager Content and historical performance with relevant performance metrics for each Model available on the Platforms. An Advisor or a Client (each a “User”) can review the information available and direct SmartX to implement one or more Models in the UMA. When a User selects a Model for a UMA, the User will provide SmartX with the amount of funds, either in terms of dollars or as a percent of the account’s value, in the UMA to be invested in the Model. When a User invests in a Model on SmartX, SmartX will implement the positions and trading activity of the Model in proportion to the amount of assets invested. SmartX will periodically rebalance positions as necessary to bring the UMA in balance with the selected Model(s). The User shall be responsible for determining whether any particular Model or any particular combination of Models are appropriate and suitable for the UMA account holder. Users should consider the financial situation, investment goals and objectives, time horizon, liquidity, and risk tolerance (“Investment Considerations”) of the UMA account holder to determine if the select Model(s) are appropriate. The User is responsible for reviewing any changes to the Investment Considerations of the UMA account holder and making appropriate changes to the selected Model(s). Users may choose to direct SmartX to buy or sell individual securities in the UMA directly rather than through a Model. This functionality is called Advisor as a Portfolio Manager (“APM”) and allows the User to direct a portion of the UMA’s assets rather than opening a separate account with a custodian. Users may choose to buy or sell stocks, ETFs, or Mutual Funds. Users may provide instructions to restrict the purchase or sale of certain securities from the UMA. Additionally, Users can provide instructions to harvest taxable gains or losses in the UMA. Users have the ability to add or decrease leverage for any selected Model, provided that SmartX will limit the leverage utilized to the UMA’s specified account configuration. For example, if a UMA has Regulation T margin, Users may choose to use leverage up to two times the account value. Certain Models may inherently apply leverage. Finally, if a Model invests in a security or other asset that does not fit with a UMA’s account configuration, SmartX will exclude that investment from the UMA. Any of these customizations that are specific to a UMA may cause material performance differences between the selected Model(s) and the UMA.

SmartX maintains a limited power of attorney to direct trading of each UMA (“Trading Discretion”) in order to purchase and sell securities it the UMA’s selected custodian. Trading Discretion is either granted to SmartX through an Investment Management Agreement (“Client IMA”) with a Client or through a Sub-Advisory or Co-Advisory Agreement with an Advisor (“Advisor Sub-Advisory Agreement”). Custodians may require an additional agreement from each Client to grant Trading Discretion to SmartX. A User may choose to terminate the relationship with SmartX and revoke Trading Discretion of SmartX at any time.

SmartX may also provide services and solutions to registered broker-dealers, banks, trust companies, and larger registered investment advisors (“Third-Party Sponsors”) that want to offer their own third-party platforms (“Third-Party Platforms”) to Advisors and Clients. Third-Party Sponsors are responsible for selecting Models and Model Managers to participate on Third- Party Platforms. Third-Party Sponsors may charge different fee schedules than SmartX to Clients and Advisors. Third-Party Sponsors may maintain their own custodial accounts and/or custodial relationships and may offer execution and clearing services. Third-Party Sponsors may offer additional services and may have different requirements and qualifications for participating. Clients and Advisors should carefully review a Third-Party Sponsor’s Disclosure Brochure to understand the terms and conditions of the Third-Party Platform. SmartX does not currently offer a “wrap fee program” to Clients or Advisors. please register to get more info

Clients utilizing SmartX pay a fee to SmartX (“Client Fee”). SmartX will pay a portion of the Client Fee to the selected Model Manager(s). Additionally, a Client’s Advisor may use SmartX to bill the Advisor’s fee as well. In such cases, SmartX will pay the Client’s Advisor a portion of the Client Fee. The Client Fee contains the following components: 1) a Platform Fee, 2) a Model Fee, and 3) an Advisor Fee (potentially). The following is a description of these three fees:
Platform Fee
SmartX will charge a Platform Fee for the services provided by SmartX on the Client’s UMA and includes the cost of administration of the UMA. The Platform Fee typically ranges from 0.05% to 2.50% per annum. The Platform Fee will be calculated on the value of the assets held in the UMA less any amounts owed by the UMA (“Net Account Value”). The Platform Fee will vary based on the composition of the Models and APM in the UMA. The Platform Fee will be set forth in either the Client IMA or the Advisor Sub-Advisory Agreement. Platform Fees will be negotiated by Advisors and SmartX.
Model Fee
SmartX will charge a Model Fee for the services provided by the Model Manager and the administration of the Model. The Model Fee typically ranges from 0.00%* to 2.00% per annum. SmartX may retain a portion of the Model Fee for the costs associated with administering the Model (“Model Maintenance Fee”). The Model Maintenance Fee will range from 0.00% and 0.35%. The Model Maintenance Fee is not charged separately to Clients and does not increase the fees that would be paid by Clients. The Model Fee will be calculated on the value of the assets held in the UMA less any amounts owed by the UMA attributable to a particular Model (“Net Model Sleeve Value”). The Model Fee will vary from Model to Model based on the Model Manager and the type of the Model. Users should consult the Platforms to find specific Model Fees. Model Fees may be negotiated by Advisors and Model Managers in conjunction with SmartX.

*For Models with a 0.00% Model Fee, the Model Manager is typically receiving compensation from the individual securities held by the Model.
Advisor Fee
An Advisor may engage SmartX to administer the fees charged by Advisor to the Advisor’s Client(s) (“Advisor Fee”). The Advisor Fee may cover the services provided by the Advisor to the Client(s). Each Client should consult his or her Advisor to understand what services are covered by the Advisor Fee and if there are any additional fees. Each Client should also review the Advisor’s Disclosure Brochure for a more detailed description of the Advisor Fee. The Advisor Fee will be calculated on the Net Account Value.
Fee Calculation
SmartX uses an average daily balance calculation in order to calculate the Platform Fee, Model Fee, and typically the Advisor Fee*. The daily balance for each day will reflect the starting assets plus any gains and losses and any additional assets contributed to determine the Net Account Value or the Net Model Sleeve Value. SmartX will sum the Net Account Values or the Net Model Sleeve Values over the specified period of time (“Measurement Period”). The sum is subsequently divided by the number of days in the Measurement Period to get the average daily balance (“Average Daily Balance”). The Average Daily Balance is multiplied by the appropriate fee which is adjusted for the number of trading days in the Measurement Period and the number of trading days in the calendar year. SmartX uses the New York Stock Exchange’s schedule to determine trading days. *Advisor Fee may be calculated on a different methodology as dictated by the Advisor. Please consult the Advisor’s Disclosure Brochure for more detail.
Fee Processing
SmartX typically calculates fees on a monthly basis in arrears. SmartX typically sends an invoice to the UMA’s custodian. Each custodian may have different procedures but will typically debit the UMA directly and remit payment to SmartX automatically. SmartX may modify SmartX’s methodology of processing fees based on an Advisor’s request. Some Advisors may request that Client Fees be paid in advance. If the relationship with SmartX is terminated by the Client or the Advisor and the Client Fees were paid in advance, SmartX will use SmartX’s standard method of calculating Client Fees to calculate the overpaid portion of the Client Fee. SmartX will process a refund either through the UMA custodian or by sending a check directly to the Client. If the Client Fee contained an Advisor Fee that paid to the Advisor, the Client will need to consult the Advisor or review the Advisor’s Disclosure Brochure to determine how a refund of the Advisor Fee will be processed.
Additional Fees
The Client Fee is not inclusive of all fees charged to a UMA. The following list provides additional fees or expenses that may be charged by third-parties (“Additional Fees”). Additional Fees are not charged by SmartX, and SmartX does not receive, directly or indirectly, any portion of Additional Fees. The Additional Fees include:

● Brokerage commissions ● Stock loan fees ● Interest charges ● Transaction fees ● Exchange fees ● SEC fees ● Advisory fees, management fees, or administrative fees charged by mutual funds or exchange traded funds (“ETFs”) ● Early redemption fees and penalties ● Custodial fees ● Deferred sales charges ● Transfer fees, including wire fees and electronic fund processing fees ● Taxes ● Markups or markdowns on security transactions ● Processing fees and other fees charged by custodians ● Other additional fees that may be incurred
Additional Information
Platform Fees and Model Fees charged by SmartX may be waived or reduced by SmartX. Such reduction or waiver does not require SmartX to continue to waive or reduce fees. Fees that have been waived, reduced, or negotiated by an Advisor may cause fees to deviate from SmartX’s standard schedule. None of the supervised persons associated with SmartX accept any additional types of compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. please register to get more info

MANAGEMENT
SmartX does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of the UMA). Certain Advisors may choose to charge a performance-based fee as an Advisor Fee. Performance-based fees may only be charged by Advisors of qualified clients. SmartX is not participating in any performance-based fees charged by virtue of making this service available to Advisors. Clients should consult their Advisor or their Advisor’s Disclosure Brochure for more information about fees in general and performance-based fees specifically. please register to get more info

SmartX provides portfolio management services to individuals, high net worth individuals, corporations, partnerships, investment managers, wealth advisors, banks, trusts and trust companies, corporate pension and profit-sharing plans, foundations, endowments, and other institutional investors. Services of SmartX are generally offered through other registered investment advisors but, in certain instances, can be offered directly to Clients. Generally, SmartX requires a minimum of $30,000 to open a UMA (“Account Minimum”). The Account Minimum may be waived by SmartX in certain cases. please register to get more info

AND RISK OF LOSS
SmartX provides Clients and Advisors with access to a large variety of investment products, strategies, and vehicles (“Investment Products”) through the Platforms as a primary service or offering. The Platforms provide Users with the tools necessary to create and analyze portfolios holistically and implement multiple Investment Products in one or more UMAs held with a number of custodians. A User, either as an Advisor on behalf of a Client or as the Client directly in certain cases, can make an assessment of the Client’s particular investment needs and objectives (“Investment Objectives”) and pick the appropriate mix of Investment Products for that Client’s investment portfolio based on those needs.
Methods of Analysis
SmartX primarily focuses on analyzing Investment Products to ensure Users have the material information necessary to determine whether a particular Investment Product or a particular group of Investment Products meet a Client’s Investment Objectives. Advisors and Clients should consult the prospectus for any ETF, mutual fund, or other pooled investment vehicle and the Disclosure Brochure for any Model Manager for more details regarding the method of analysis and the investment strategy offered by any particular Investment Product. Please consult a SmartX representative if you need more information on a particular Investment Product. SmartX analyzes a Model Manager’s background, including reviewing the firm’s investment offerings, the firm’s operational history, and the firm’s regulatory history. SmartX will further review the backgrounds of key principals, including regulatory history, credit history, and criminal history. The primary objective of the Model Manager due diligence review is to identify any issues that may affect the Model Manager’s ability to consistently deliver the same level of investment advice in the future as was provided historically.

After reviewing each Model Manager, SmartX will analyze each Model independently. The Model analysis determines (i) if a particular Model can be delivered through the Platforms, (ii) which account types and configurations are necessary to implement the Model in a UMA, (iii) which custodians can support both the necessary account configurations and the strategy underlying the Model, and (iv) the minimum investment necessary to effectively implement the Model. Factors used in the analysis of a particular Model include, but are not limited to, the types of securities held in the Model, the number of unique positions held in the Model, and the activity levels of trading in the Model.

When a User selects a Model for a particular UMA, SmartX analyzes the UMA’s configuration, including margin types, option permissions, registration types and custodian, as well as the funds available for allocation to the selected Model, before approving a Model selection. Users are ultimately responsible for determining whether a particular Model meets the Investment Objectives for the UMA. If the selection of a Model is rejected, the User will need to contact SmartX for more details.

For each transaction in the UMA attributable to a selected Model, SmartX will analyze the transaction to compare the benefits of tracking the selected Model as closely as possible to the impact of the inherent transactional costs, which may include brokerage commissions, bid-ask spreads, markups and markdowns, sales loads, redemption penalties, regulatory fees and taxes.

SmartX does not attempt to do analysis on the investment merits of a security or group of securities. SmartX relies on the Model Manager to determine whether a particular security is appropriate for a particular Model and on the User to determine whether a particular Model is appropriate for a particular UMA or if a particular security is appropriate for APM in a particular UMA.
Investment Strategies
The most common investment strategies utilized by the Models on SmartX include fundamental analysis for securities selection, technical analysis for securities selection, quantitative analysis for securities selection, strategic asset allocation, tactical asset allocation, and global macro analysis. Fundamental Analysis Fundamental analysis attempts to identify the intrinsic value of a security by looking at economic and financial factors, including but not limited to the overall economy, industry environment, the financial condition of the company and the management team behind the company, to determine if the security is undervalued, indicating a buying opportunity, or overvalued, indicating a selling opportunity.

Technical Analysis Technical analysis attempts to utilize historical price and trade data to make predictions about future price movements. Proponents of technical analysis often use charts and pattern recognition to make buy and sell decisions of particular securities.

Quantitative Analysis Quantitative analysis attempts to create a mathematical model that utilizes securities data to determine if the security presents a buying opportunity or a selling opportunity. Factors can be based on the same or similar factors to fundamental analysis or on other quantifiable metrics.

Strategic Asset Allocation Strategic asset allocation attempts to build a portfolio of securities by focusing on broader asset classes. Proponents of strategic asset allocation believe that diversifying across asset classes, investors can achieve a specified risk and return profile, as measured by standard deviation and annualized returns (or similar metrics). Each asset class is given a specific ratio to the portfolio as a whole, and the portfolio is rebalanced occasionally to eliminate the impact of deviations for the target weights. Strategic asset allocation is commonly related to “Buy and Hold” strategies.

Tactical Asset Allocation Tactical Asset Allocation attempts to generate improved risk-adjusted returns by actively changing the portfolio weights of asset classes within a portfolio. Proponents of Tactical Asset Allocation will use discretionary or systematic approaches to rebalancing a portfolio. Discretionary approaches generally look for evidence of market sentiment in order to choose to remain in a particular portfolio weighting or to rebalance the portfolio. Systematic approaches typically look imbalances between asset classes compared to historical norms in order to determine whether to rebalance the portfolio or maintain the current weightings.

Global Macro Analysis Global Macro Analysis attempts to take advantage of economic themes and trends at a very high level. Proponents look to broadly invest in positions that will profit from changes in the industrial landscape, global political environments, or growth rates in particular economies around the world. In addition to the above investment strategies, many of the Model Managers utilize active trading of securities, long / short portfolio construction, and investment strategies utilizing options in the Models on SmartX. Active Trading Active trading attempts to generate short-term trading profits through price fluctuations over short periods of time. Active trading is highly speculative and requires a very disciplined approach in order to successfully generate risk-adjusted returns over a longer time horizon. Long / Short Portfolios Long / Short portfolio construction allows investors to take advantage of securities that are increasing in value and securities that are decreasing in value. Selling a security short (“Short
Selling”) involves borrowing the security from a third-party and selling the security in the
markets. The investor Short Selling the security will have a liability to the original holder of the security and will eventually buy the security back and deliver the security back to the original holder. Short Selling is highly speculative in nature and losses from Short Selling can be unlimited. Portfolios that balance Short Selling with holding other securities in the portfolio may be able to reduce volatility. Market neutral strategies attempt to blend both long and short positions in relative weightings in order to reduce or theoretically remove the impact of fluctuations in the overall securities markets from the performance of the portfolio. The degree to which combining Short Selling with a long portfolio can reduce volatility or increase volatility is difficult to determine in advance. A User should carefully evaluate any Model using Long / Short strategies before selecting that particular Model.

Option Strategies A variety of option strategies exist, some of which are utilized by the Models available on the Platforms, including buy-write strategies and premium selling strategies. Options are inherently volatile and risky securities. A User should carefully evaluate any Model using option strategies before selecting that particular Model.
Asset Types
SmartX currently limits UMAs to only securities trading on or listed through US-domiciled exchanges. SmartX currently limits UMAs to equities, exchange traded funds (“ETFs”), mutual funds, options, American depository receipts (“ADRs”), and, in limited cases, fixed income securities.

Equities Equities, typically in the form of common stock of a C Corporation, represent ownership in an enterprise or company. Exchange Traded Funds ETFs are pooled investment vehicles that allow investors to buy shares of one investment to gain exposure to one or more underlying investments. ETFs trade on one or more stock exchanges, allowing investors to enter and exit positions throughout the trading day. Mutual Funds Mutual funds are pooled investment vehicles that allow investors to buy shares of one investment to gain exposure to one or more underlying investments. Mutual funds typically allow investors to buy or sell shares at one point during the trading day, allowing investors to enter and exit positions on a daily basis. Options Options are securities that give holders of the option contracts the right to either buy a security at a particular price or sell a security at a particular price. The value of any option contract is based on the asset(s) that is bought or sold by the holder of the contract. An option contract is a derivative asset (“Derivative”) or an asset where the economic value is derived from another asset.

American Depository Receipts ADRs are securities traded on US exchanges that represent securities of non-US companies. ADRs transact in US dollars during US market hours on US exchanges to make it easier for US investors to gain exposure to foreign companies.

Fixed Income Fixed income securities are a type of security where the issuer is borrowing money from the purchaser or holder and agreeing to pay back the loan on a fixed payment schedule. Typical fixed income securities include corporate bonds or bonds issued by companies, municipal bonds or bonds issued by local and state government and agencies, and government bonds, which includes US Treasury Bills, US Treasury Notes, US Treasury Bonds, and government agency bonds.
Risk Of Loss
Investing in securities involves a risk of loss, including the loss of principal. Each Client should be prepared to bear this risk of loss when engaging SmartX and utilizing the Platforms. Typical investment risks include risks that the company or issuer of a security can not deliver on a set of goals, risks that the capital markets or specific areas of the markets fall out of favor with investors generally, risks that a particular manager or advisor cannot successfully implement one or more chosen investment strategies, or that a particular investment strategy does not work well in specific market environment. All of these types of risk can affect the investments available through SmartX on the Platforms. The following list of risk factors (“Risk Factors”) describes some, but not all, of the risks associated with SmartX and the Platforms. Each User should understand these risks and the other potential risks that may arise.
Risk Factors
Third-Party Reliance Risk SmartX relies on a number of external sources for investment advice, research services, and financial and fundamental data (“Information”), including Advisors, Clients, Model Managers, market data vendors, custodians, brokerage firms, and various service providers (“Data
Providers”). SmartX will use its best efforts to ensure Information provided by Data Providers is
reliable and accurate but no assurances can be given that the Information will be reliable and accurate. Inaccurate Information may adversely impact the investment advice and services provided by SmartX. Reliance on Past Results Investing in securities involves making complex predictions about the future for specific issuers, investment managers, and the capital markets. Often, prior history provides relevant data regarding what can be expected in the future. However, no future market environment is exactly like a prior market environment. Therefore, past performance results can mislead investors about the likely future performance results. Model Managers, Advisors, and SmartX all may be unable to generate the same or similar results in the future that were achieved in the past.

Style-Drift Model Managers and Advisors may, from time to time, determine that a deviation for a specified strategy or group of strategies may increase returns on a risk-adjusted or absolute basis for Models and/or Clients. In general, when any practitioner deviates from his or her core competency, there is a greater risk of failure. This is certainly the case for Model Managers and Advisors. Model Managers provide the data necessary for SmartX to maintain the Model Portfolio and can change the behavior of the Model by changing the types of securities or the investment strategies utilized by the Model. Advisors may also change the selected Models in a UMA, including the securities held in APM, in order to achieve different results in UMA. In either case, Style Drift, or changing the nature of the investment advice provided to someone, can occur and lead to adverse consequences.

Market Risk Security prices may decrease due in response to direct and indirect events and market conditions, usually caused by factors independent of the specific attributes of the investment security.

Inflation Risk Rising inflation reduces the purchasing power of the underlying currency, which is the U.S. dollar for U.S. based investments.

Liquidity Risk Liquidity risk is the financial risk that holders of a security position may not be able to close the position without impacting the current market value of the position. Particular securities may be inherently less liquid than other securities and may not trade in well established markets. A particular security may have a particular period of time where there are less market participants ready to buy or sell that security during that period. A security that represent another security or holds a portfolio of other securities may have liquidity risk based on the underlying security or securities held by the original security. Reinvestment Risk This is the risk that future gains may be reinvested at less favorable (lower) rates of return than currently available. Interest-Rate Risk Changes in interest rates may result in fluctuations in the prices of other investment vehicles. For example, when interest rates rise, fixed income securities prices fall. Currency Risk Investments in non-U.S. based assets are subject to additional changes in valuation due to changes in currency exchange rates.

Business Risk This covers risks associated with specific industries or companies within an industry.

Financial Risk Excessive use of credit (borrowing) to finance a business’ operations increases the risk of profitability, because the company must cover its debt obligations in good and bad years. please register to get more info

SmartX, as a registered investment adviser, is required to disclose all material facts regarding any legal or disciplinary events that would be material for Clients and Advisors evaluating services offered by SmartX or the management of SmartX.

SmartX has no legal or disciplinary actions, which would include criminal or civil actions, administrative enforcement proceedings or any self-regulatory organization enforcement proceedings, to disclose. please register to get more info

AFFILIATIONS
Affiliated Companies
SmartX is owned by HedgeCo Networks, Inc. and is under common control with the entities listed herein. SmartX does not consider such affiliation to create a material conflict of interest for SmartX or for Clients and Advisors of SmartX. For those entities that may offer services that are utilized by Clients or Advisors, a more detailed description of their business models will follow:

● HedgeCo Securities LLC ● HedgeCo LLC ● HedgeCo Investment Management LLC ● HedgeCo Hybrid Master GP LLC ● G&S Fund Services LLC ● HedgeCo Management LLC ● HedgeCo Capital Management LLC HedgeCo Securities LLC HedgeCo Securities LLC (“HedgeCo Securities”) is a broker-dealer registered with the SEC and is a member of FINRA. HedgeCo Securities is registered as a Commodity Trading Advisor and is a member of NFA. Certain Investment Adviser Representatives (“IARs”) are also Registered Representatives of HedgeCo Securities. The management team for SmartX is substantially the same as the management team for HedgeCo Securities.
Affiliate Conflicts of Interest
HedgeCo Securities may have relationships with one or more Model Managers, where HedgeCo Securities may receive compensation in the form of referral fees or a percentage of commissions generated by trading volume. A conflict of interest could exist where a Model Manager may attempt to incentive SmartX to direct Clients and Advisors to that Model Manager’s Model(s) through increased referral fees or trading commission compensation from the Model Manager’s proprietary accounts or the accounts of Model Manager’s direct clients. This potential conflict of interest is not material because SmartX does not generally direct Advisors or Clients to a particular Model over other Models.

Currently, HedgeCo Securities does not maintain relationships with any Client or Advisor using SmartX or the Platforms. In the future, HedgeCo Securities may enter into a relationship with a Client or Advisor to provide certain brokerage services. If this type of relationship arises, there is a potential conflict of interest because SmartX may be able to generate more brokerage revenue for HedgeCo Securities through increase transactional activity. This potential conflict of interest is not material because SmartX bases all trading activity based on the selected Models or APM as opposed to more subjective reasons.
Platform Services
SmartX does not generally recommend other investment advisers or service providers (“Third
Party Advisors”) to Clients or Advisors. However, services offered on the Platforms, including
Models, (“Platform Services”) may be managed by Third Party Advisors. SmartX may receive more or less compensation based on the Platform Services selected by Users. There is a potential conflict of interest because SmartX may be able to receive more compensation by recommending certain Platform Services. This potential conflict of interest is not material because SmartX does not generally recommend one Platform Service over another Platform Service. please register to get more info

CLIENT TRANSACTIONS, AND PERSONAL TRADING
SmartX has adopted a Code of Ethics (“Code”) that is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940, which requires every registered investment adviser to adopt a code of ethics setting forth standards of conduct and requiring compliance with federal securities laws. The Code establishes the standard of conduct for all employees of SmartX (“Employees”), which are based on the principles of integrity, duty, fairness, and professionalism. The Code describes the obligations of all employees (i) to act in the best interests of Clients in the discharge of their duties, (ii) to maintain compliance with all applicable laws, rules, and regulations including federal securities laws, (iii) to protect all non-public information regarding Clients, Advisors, and Model Managers, (iv) to comply with SmartX’s personal trading policies and procedures, and (v) to prevent and report any violations or suspected violations of the Code to the Chief Compliance Officer of SmartX. The Code institutes policies and procedures designed to prevent the misuse of material non-public information by SmartX or any person or entity associated with SmartX. To request a copy of the Code, please send an email to [email protected] or call (561) 835-8690.
Personal Trading Policy
All Employees are permitted to buy and sell securities and maintain brokerage accounts without limitations. Employees may buy and sell the same securities as Clients, Advisors, and Model Managers. SmartX implements trading activity systematically based on Models and APM. As such, Employees do not typically have advanced notice of trading activity taking place in UMAs. Additionally, Employees typically do not have the authority to direct UMAs to buy or sell securities in which an Employee or related person has a material financial interest. Nonetheless, no Employee is allowed to buy or sell securities for any account in which he or she maintains a direct or indirect beneficial ownership based wholly or partially on information obtained by his or her employment with SmartX.

Employees with access to nonpublic information about the purchase or sale of any securities or the portfolio holdings of any Client, Advisor, Model Manager, or associated person of SmartX is deemed to be an “Access Person”. In order to prevent the inappropriate conduct by an Access Person, each Access Person is required to report personal securities holdings within ten days of becoming an Access Person and annually thereafter, as well as providing a report of all securities transactions no less than quarterly, for any account in which the Access Person has a direct or indirect beneficial ownership directly to the Chief Compliance Officer for SmartX. Each Access Person must seek prior approval from the Chief Compliance Officer for SmartX prior to participating in an initial public offering or limited offering, such as a private placement. please register to get more info

Brokerage Selection
SmartX supports UMAs with certain custodians. Clients and Advisors are able to open UMAs with TD Ameritrade Institutional, Charles Schwab & Co., and Interactive Brokers (“Supported
Custodians”). SmartX adds new custodians to the list of Supported Custodians based on
demand from Clients and Advisors. SmartX does not generally recommend one Supported Custodian to Clients and Advisors. Typically, a Client or an Advisor will select one of the Supported Custodians to open a UMA without input from SmartX. If a Client or Advisor requests a recommendation for a custodian from SmartX, SmartX will work with the Client or Advisor to determine which services offered by custodians are most important to the Client or Advisor and which custodians offer the most cost effective pricing model given the Models likely to be selected by the Client or Advisor in order to determine the most appropriate custodian for the Client or Advisor in SmartX’s professional judgement. Certain Supported Custodians will offer asset-based pricing (“ABP”) to Clients in lieu of charging commissions on a per transaction basis. SmartX generally recommends that Clients select ABP if available at the selected Supported Custodian, which will reduce the economic impact of Models that have a large number of holdings or a high rate of portfolio turnover. SmartX will generally execute brokerage transactions on behalf of a Client with the Supported Custodian selected by the Client or by the Client’s Advisor. Clients and Advisors are not generally permitted to direct brokerage to a specified broker-dealer other than selecting a particular Supported Custodian. SmartX will not direct brokerage in exchange for client referrals from a broker-dealer or other third-party. In certain situations, an Advisor may be affiliated with a broker-dealer that maintains a relationship with one or more of the Supported Custodians or may be affiliated directly with one or more of the Supported Custodians (“Advisor Brokerage
Firm”). The Advisor may require Clients to contract with the Advisor Brokerage Firm. Clients
should consult the disclosure brochure of their Advisor for more information on the Advisor’s brokerage practices. In certain situations, a Supported Custodian or a broker-dealer maintaining a relationship with a Supported Custodian may refer Clients and Advisors to SmartX (“Referring
Brokerage Firm”). SmartX will not, as a policy, suggest a different Supported Custodian to
those Clients or Advisors but will make those Clients and Advisors aware that maintaining a relationship with the Referring Brokerage Firm is not a precondition to a relationship with SmartX.
Best Execution
Advisors and Clients are generally responsible for selecting a Supported Custodian for each UMA. As a policy, SmartX will generally execute securities transactions for a specified UMA directly with the custodian holding the UMA. As such, the UMA may not receive the benefit of the lowest trade price then available for any particular transaction. SmartX maintains written policies and procedures designed to help evaluate the execution performance (“Best
Execution”) of Supported Custodians and other broker-dealers. SmartX uses a qualitative
approach to measure Best Execution due to the number of factors to evaluate, including but not limited to: (i) prompt execution of orders, (ii) favorable execution prices reasonably obtainable, (iii) access to various capital markets, (iv) clearance and settlement capabilities of the broker/dealer selected, and (v) the reasonableness of the commission or other costs charged by the broker-dealer for services rendered. Because a particular broker-dealer may compare favorably in certain factors and less favorably in other factors to comparable broker-dealers, SmartX uses its best efforts to determine whether a broker-dealer is providing Best Execution to clients. SmartX will generally route trades directly to the Supported Custodian for each UMA. Occasionally, in order to obtain Best Execution, SmartX may route orders to a different broker- dealer than the UMA’s custodian for execution (“Step Out Trades”). In these situations, the selected broker-dealer will often specialize in executing certain types of orders, such as executing large orders for thinly traded securities. SmartX may rely on guidance from Model Managers, Advisors, or other third-parties in selecting broker-dealers for Step Out Trades. Step Out Trades may include additional commission costs or fees, including markups and markdowns, that could be avoided had the Step Out Trades been routed to the custodian of record. In 2017, Step Out Trades accounted for less than 1% of SmartX’s total order volume.
Block Trading
SmartX will block trades when possible and beneficial to Clients. Block trading allows a registered investment advisor or other financial firm to aggregate orders for multiple clients (“Client Orders”) into one or more block orders (“Block Orders”) to be sent for execution. After the Block Orders are filled, either completely or partially, the shares bought or sold are allocated to original Client Orders on a pro-rata basis. Costs of the Block Orders are shared ratably by Client Orders, and execution prices for Client Orders will equal the average price of the Block Order(s). Block trading allows SmartX to generally execute orders more efficiently and cost- effectively while treating all Clients as equally as possible. SmartX will typically aggregate trades among UMAs that can be traded together at a given broker, particularly a Supported Custodian.
Soft Dollar Arrangements
SmartX does not maintain any formal soft dollar arrangements with any broker-dealers or any other third parties. SmartX pays directly for any research or data provided to SmartX in order to aid SmartX in the discharge of duties. Supported Custodians and other broker-dealers may provide technology solutions that include data feeds of customer account data and digital connectivity to trading and trading services desks to SmartX at no cost to SmartX. Other technology solutions and services may be offered by Supported Custodians and other broker- dealers to Advisors or to Clients with no direct costs to Clients. Supported Custodians and other broker-dealers may permit SmartX to participate in vendor showcases, roadshows, seminars, and other marketing opportunities (“Marketing Opportunities”) for no costs or at costs below what would be typically charged for participating in similar Marketing Opportunities. Supported Custodians and other broker-dealers may provide consulting services to SmartX for no costs or at costs below what would be typically charged for participating in similar consulting services. These services provided by Supported Custodians or other broker-dealers may present a conflict of interest for SmartX, where SmartX may receive services and benefits that benefit SmartX and not Clients of SmartX based on fees charged to Clients of SmartX. SmartX believes this conflict of interest is not material because Clients of SmartX are paying the same or substantially similar rates for the same or substantially similar services provided by Supported Custodians and other broker-dealers to other clients not associated with SmartX. Additionally, Clients and Advisors have the ability to negotiate rates directly with Supported Custodians for services rendered in conjunction with SmartX’s offering. please register to get more info

SmartX performs daily reconciliation of UMAs on the Platforms, comparing the data provided by custodian of record to the data maintained independently by SmartX. Exceptions are researched, and corrections are made when necessary. Users are responsible for reviewing financial plans, including the selected Models and APM, to ensure that any UMA is invested within the investment guidelines of the Client and making any changes necessary to meet the investment guidelines. Clients and Advisors receive statements from the custodian at least quarterly. These statements provide a detailed list of holdings, valuations, and activity. Custodians are also responsible for providing confirmation of all securities transactions for UMAs. SmartX provides limited performance data, analysis, and statistics (“Performance Data”) to Users via the Platforms for review. Performance Data should be reviewed by Users and compared with custodial statements. please register to get more info

Referral Arrangements
SmartX has entered into referral arrangements with third parties that will refer Advisors to SmartX (“Referral Arrangement”). In the event that a referred Advisor enters into an Advisor Sub-Advisory Agreement with SmartX and has Clients participate on the Platforms, SmartX will pay a referral fee to a third party based on a percentage of the fees received by SmartX. Clients are not charged additional fees as a result of a Referral Arrangement.
Solicitor Arrangements
SmartX has entered into solicitor arrangements with third parties that will refer Client to SmartX (“Solicitor Arrangement”). In the event that a referred Client (“Solicited Client”) enters into a Client IMA (or similar arrangement) with SmartX and the Client is participating on the Platforms, SmartX will pay a solicitor fee to a third party based on the percentage of the fees received by SmartX. Each Solicitor Arrangement must be in accordance with the requirements of Rule 206(4)-3 of the Investment Advisers Act of 1940. Each Solicited Client will receive the SmartX Solicitor’s Disclosure Statement, listing the terms and conditions of the Solicitor Arrangement, including compensation to be paid to a third party. Clients are not charged additional fees as a result of a Solicitor Arrangement. Any party that recommends SmartX and maintains a Solicitor Arrangement with SmartX has a conflict of interest in recommending the services of SmartX.

SmartX may compensate Advisors or advisory firms for recommending or referring Clients to the Platforms. While the fee may be paid from the Client Fee, the Client Fee has not been increased to cover the fee paid to those Advisors or advisory firms. please register to get more info

SmartX is not a custodian and does not maintain custody of assets for Clients or Advisors. As described in Item 5 Fees and Compensation, SmartX does maintain the authority to direct custodians to remove Client Fees from UMAs on behalf of SmartX. Clients should receive account statements from the broker-dealer, bank, or other qualified custodian that holds and maintains the Client’s assets on a monthly or quarterly basis (“Custodial Statements”). Clients and Advisors should carefully review Custodial Statements and compare Custodial Statements to the reports and data available on the Platforms. Differences in portfolio values may occur due to various factors, including but not limited to unsettled trades, accrued income or expenses, different prices used to value securities in the portfolio, and dividends earned but not received. SmartX reports should not be considered or construed as custodial statements and should not be used in lieu of Custodial Statements. please register to get more info

SmartX maintains discretionary authority through a limited power of attorney over UMAs utilizing the Platforms (“Trading Discretion”). Trading Discretion is granted to SmartX through a Client IMA or an Advisor Sub-Advisory Agreement. Trading Discretion is necessary for SmartX to implement Models and APM in the UMA by allowing SmartX to determine which securities are bought and sold, the timing of the transactions, and how best to manage the orders without contacting the Client or the Advisor. SmartX’s Trading Discretion is inherently limited to selected Models and securities selected through APM. Additionally, Users may provide other limitations through written request. please register to get more info

SmartX is not responsible for voting proxies on behalf of Clients or Advisors. Proxies and other solicitations should be received directly from the custodian or transfer agent unless suppressed by request by the Client or the Advisor. SmartX will not advise or act on behalf of any Client or Advisor in legal proceedings, such as class action lawsuits or bankruptcies, involving companies whose securities are held or were previously held in UMA or any other account, including but not limited to, the filing of “Proofs of Claim” in class action settlements. please register to get more info

In certain circumstances, registered investment advisers are required to provide financial information or disclosures about their financial condition. SmartX and SmartX’s parent company, HedgeCo Networks, Inc., do not have any financial commitments that impair or would impair SmartX’s ability to meet contractual and fiduciary commitments to Clients. Neither SmartX nor any principal officer of SmartX have been the subject of any bankruptcy proceeding. please register to get more info