RAYMOND JAMES FINANCIAL SERVICES ADVISORS, INC


Raymond James Financial Services Advisors, Inc. (“RJFSA”) is a federally registered investment adviser with the Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940. RJFSA has provided advisory services since January 1, 2009. Registration as an investment adviser with the SEC does not imply a certain level of skill or training. RJFSA is wholly owned by Raymond James Financial, Inc., a publicly held company. Raymond James Financial, Inc. is traded on the New York Stock Exchange under the symbol RJF.

As of September 30, 2019, RJFSA had $117.643 billion in assets under management, $71.299 billion of which was managed on a discretionary basis and $46.344 billion of which was managed on a non-discretionary basis.

The primary affiliation of RJFSA, through its holding company Raymond James Financial, Inc. (“RJF”) is with Raymond James Financial Services, Inc. (“RJFS”), member FINRA/SIPC, through various licenses and registrations. RJFS is a broker/dealer and primarily in the business of selling securities and other investments including annuities, fixed income securities, and life insurance products, on a full- time basis in all 50 states, including Washington D.C., Puerto Rico, and the U.S. Virgin Islands.

Another important affiliation of RJFSA, through RJF, is with Raymond James & Associates, Inc. (“RJA”), a broker/dealer, member of the New York Stock Exchange, and a registered investment adviser. RJA serves as the custodian for RJFSA client accounts, acts as the clearing agent, and facilitates various advisory programs. Asset Management Services (“AMS”) is a division of RJA. AMS manages several investment advisory programs for RJA and RJFSA, which maintain an approved list of investment managers, provide asset allocation model portfolios, establish custodial facilities, monitor performance of client accounts, provide clients with accounting and other administrative services, and assist investment managers with certain trading management activities.

References to Raymond James throughout this document indicate a combination of companies referenced above and/or that are part of the Raymond James family.

The following pages describe our wrap fee programs and fees. As used in this Brochure, the words “we,” “our,” and “us” refer to RJFSA and your Investment Adviser Representative (IAR), and the words “you,” “your,” and “client” refer to you as either a client or prospective client of our firm.
TYPES OF ADVISORY SERVICES
Your IAR works with you to determine the appropriate investment objectives based on the information you provide initially, and periodically thereafter. With this information, you and your adviser may select one of the following programs. If you wish to impose or modify an existing investment restriction, you may do so at any time by discussing this with your IAR.

RJFSA offers two wrap fee programs, Ambassador and Outside Manager Program (OSM). These programs will be discussed in this brochure.

In addition, we offer other wrap fee programs through our affiliate, RJA. While mentioned below, these programs are not the subject of this brochure. Clients of RJA programs will receive the RJA Wrap Fee Program Brochure, separately.
FEES
Raymond James is compensated for the advisory services described in this brochure. Fee schedules for the various strategies the firm manages and account minimums can be found in this section. We may base our fees on a percentage of assets under management, hourly charges, fixed fees (not including subscription fees) or commissions. You may negotiate asset-based fee and/or commission rates with us, and the decision to accept a negotiated fee is at the discretion of your IAR. Factors involved in this negotiation may include the nature and size of the overall relationship with your IAR, the level and type of advisory or other financial services being or expected to be provided, and Raymond James’ or its affiliates’ policy with respect to discounts. You should understand that unless a lower rate has been negotiated, Raymond James or its affiliate(s) will charge fees based upon the applicable standard fee schedule detailed below for each account program. While the asset-based fees are negotiable, the standard fee schedule’s asset-level breakpoints and each applicable incremental fee rate may not be modified in any way. An inherent conflict exists in how Raymond James handles billing variations from the applicable fee schedule as compensation adjustments can result in higher compensation to the financial advisor from one advisory program to another. Additionally, certain programs allow the financial advisor to receive compensation on a more frequent, monthly basis as opposed to quarterly. You may pay us more or less than you might otherwise pay if the same services were purchased through another service provider. You may negotiate fees with different breakpoints and as a result, may pay a higher fee than as listed in the standard fee schedule detailed below (but not more than the program’s maximum fee) as a result of fluctuations in the your assets under management and/or account performance.
FINANCIAL ADVISOR Asset-Based Compensation
Financial advisors utilizing any of the previously mentioned account programs offered by Raymond James generally receive compensation as a percentage of the asset-based fee charged to the client’s account (often referred to as a “grid” or “net” payout). Raymond James reserves the right to modify the financial advisor’s, Raymond James’ and/or the SMA Manager’s (if applicable) compensation at any time without prior notice to the client; however, in no event will the total asset-based fee charged to a client’s account be increased without the prior consent of the client. Financial advisors are typically compensated based on their annual gross revenue generation, whereby higher gross revenue will generally result in higher payouts. Raymond James pays its financial advisors under a flat payout grid. As a result, a financial advisor’s grid payout is not dependent (or variable) upon the type of transaction entered into with, or product/service provided to, any client. Although the grid payout is uniform for a Raymond James financial advisor regardless of the transaction type or account program utilized, clients should understand that asset-based fees vary amongst the different accounts programs offered by Raymond James. As a result, the financial advisor’s gross fee compensation is generally higher when the account program fee is higher. In addition, clients should understand that while the grid payout is the same for each financial advisor, the grid payout differs amongst financial advisors (that is, one financial advisor’s grid payout may be higher or lower than another financial advisor’s based on their individual gross revenue).

While Raymond James believes the charges and fees assessed to clients within each of the asset-based fee programs are competitive with alternative programs available through other firms, competitive forces within the financial services industry and or regulatory initiatives necessitates that Raymond James periodically review such payouts and make adjustments, either individually or more broadly, based on the specific circumstances of an account program, client relationship, financial advisor and/or branch office, or otherwise as is deemed necessary. With the increasing popularity of asset-based fee programs, competitive forces have generally resulted in a decrease in the annual costs to clients. However, such decreases are not typically uniform throughout the industry, and as a result, firms generally have the discretion to adjust financial advisor payouts, either individually or more broadly, based on their analysis of payouts available from firms they consider to be in their peer universe. Such determinations can be complex, considering the number of banking institutions, wire house and regional brokerage firms, and fee-only advisers available to clients.

Compensation adjustments represent a conflict of interest where a financial advisor may be incentivized to recommend an asset-based fee account program rather than recommending an alternative product or service, if comparable or if available separately to clients. Conversely, lack of such compensation adjustments provides a disincentive to a financial advisor to recommend an asset-based fee account program to a client. Clients should be aware of such arrangements and should consult their financial advisor for additional details regarding their compensation levels in fee-based accounts.
AGGREGATION OF RELATED FEE-BASED ACCOUNTS
Raymond James aggregates fee-based accounts for billing purposes based primarily on information provided by financial advisors and clients, however, it is the client’s obligation to notify Raymond James if there are accounts that the client believes should be included as “related” and Raymond James reserves the right to determine whether accounts are “related” in its sole discretion. Clients may request that Raymond James aggregate or combine their related fee-based accounts for billing purposes so that each account will pay a fee under the applicable program fee schedule that is calculated on the basis of the “Relationship Value” (that is, total aggregate Account Values of all related accounts). In general, related accounts are typically combined based on how the client instructs their financial advisor to link their accounts for the delivery of brokerage statements, trade confirmations and other forms of client communications. For example, the combination of accounts contained in a brokerage statement delivery packet delivered to a unique address will typically form the basis of fee-based account combinations. However, additional accounts may be considered by the financial advisor even when brokerage statements are being delivered to multiple addresses. Clients should understand that combining related accounts effectively acts as a discount to the standard program fee schedule by allowing the client to achieve a lower breakpoint rate as their Relationship Value increases. As a result, it is important for clients to consult with their financial advisor, as factors other than the social security number or tax identification number may be considered by the financial advisor when combining accounts for fee billing purposes. For example, a spouse or domestic partner, their children or other relatives’ accounts may be combined based on their collective relationship with their financial advisor. Please note that Raymond James may be limited in its ability to combine a client’s retirement accounts where a prohibited transaction under the Employee Retirement Income Security Act of 1974 or the Internal Revenue Code may result.

Clients that negotiate a reduced asset-based fee with their financial advisor should understand that this discounted rate will be applied until otherwise renegotiated or until the aggregate Relationship Value of their combined fee-based accounts reaches a level that would qualify for the reduced retroactive rate under the applicable program fee schedule. That is, the negotiated discount rate would be applied until the applicable program fee schedule breakpoint would result in a lower fee. Clients should understand that financial advisors receive more compensation, if the aggregation of related fee-based accounts is not applied. Therefore it is important for clients to disclose any and all potential and applicable relationships that may result or have the potential to result in a discount to their financial advisor for consideration.

Raymond James calculates asset-based fees on a retroactive basis instead of on an incremental basis. As the aggregated relationship value reaches each higher asset tier, or “breakpoint”, the applicable fee is reduced and assessed retroactively to the first dollar of the assets.
Ambassador
The Ambassador program is a wrap fee investment advisory account offered and administered by RJFSA. Your IAR will manage your account on a discretionary or non-discretionary basis according to your objectives. RJFSA receives a portion of the advisory fee. This account offers you the ability to pay an asset based advisory fee which includes transaction costs within the advisory fee in lieu of a commission for each investment transaction within the account. There is a minimum initial investment of $25,000 for Ambassador accounts. The advisory fees for Ambassador accounts are as follows: Fee-Based Relationship Value Annual Rate Up to $1 million 2.25% $1 million up to $2 million 2.00% $2 million up to $5 million 1.75% $5 million up to $10 million 1.50% $10 million and up 1.25% Certain RJFSA IARs may elect to charge a negotiated fee which exceeds the fee schedules above. In such cases, modifications must be accepted by RJFSA.

For purposes of calculating and assessing asset-based fees, RJFSA uses the term “Account Value”, which may be different than the asset value as reported on brokerage statements provided by RJFSA to clients. Pursuant to the investment management or advisory agreement, Account Value is defined as the total absolute value of the assets in the Account, long or short, plus all credit balances, with no offset for any margin or debit balances. Please see the “Review of Accounts – Brokerage Statement and Performance/Billing Valuation Differences for Fee-Based Accounts” section for details on the account valuation methodology employed by RJFSA when calculating asset-based fees.

The annual asset-based fee is typically paid quarterly in advance (billing in arrears may occur in certain legacy account relationships). When an account is opened, the asset-based fee is billed for the remainder of the current billing period and is based on the initial contribution. Thereafter, the quarterly asset-based fee is paid in advance, is based on the account asset value as of the last business day of the previous calendar quarter, and becomes due the following business day. If cash or billable securities, or a combination thereof, amounting to at least $100,000 are deposited to or withdrawn from your account on an individual business day in the first two months of the quarter, Raymond James will: (i) assess asset-based fees based on the value of the assets on the date of deposit for the pro rata number of days remaining in the quarter, or (ii) refund prepaid asset-based fees based on the value of the assets on the date of withdrawal for the pro rata number of days remaining in the quarter.

No additional asset-based fees or adjustments to previously assessed asset-based fees will be made in connection with deposits or withdrawals that occur during the last month of the quarter unless requested by you. Notwithstanding the above $100,000 adjustment threshold, Raymond James reserves the right, in its sole discretion, to process or not process fee adjustments when the source and destination of deposits and withdrawals involve a client’s other fee-based advisory accounts. For example, a transfer of $100,000 into a joint RJCS account funded from two $50,000 withdrawals from separate Ambassador accounts will have the $100,000 billed in their joint RJCS account and each of the Ambassador accounts will be refunded previously assessed fees on the separate $50,000 withdrawals for the pro rata period remaining in the quarter.

You authorize and direct RJA as Custodian to deduct asset-based fees from your account. You further authorize and direct the Custodian to send a quarterly statement to you which shows all amounts disbursed from your account, including fees paid to RJFSA. You understand that you will be provided an account statement, at least quarterly, showing all amounts disbursed from your account, including the amount of the asset-based fee, the Account Value of the assets on which the fee was based, and the manner in which the fee was calculated.

The asset-based fees associated with this account include all execution and clearing charges except: (1) certain dealer- markups and odd lot differentials, transfer taxes, exchange fees mandated by the Securities and Exchange Act of 1934 and any other charges imposed by law with regard to any transactions in the account; and (2) offering concessions and related fees for purchases of public offerings of securities as more fully disclosed in the prospectus.

You may also incur charges for other account services provided by RJA not directly related to the execution and clearing of transactions including, but not limited to, IRA custodial fees, safekeeping fees, interest charges on margin loans, and fees for legal or courtesy transfers of securities. For a complete list of account service charges, please contact your financial advisor or visit Raymond James’ public website: raymondjames.com/services_and_charges.htm (Client Account Fees and Charges). Your Agreement may be terminated by you or us at any time upon providing notice to the other party. In the event of termination of your Agreement, we will refund to you the prorated portion of the fee that has not yet been earned by Raymond James. There is no penalty for terminating your account.
Outside Manager Program (OSM)
The Outside Manager Program is an investment advisory program providing investment advisory services to accounts managed by an unaffiliated investment adviser not available through RJA’s RJCS program. In this outside manager program, you may receive discretionary investment management services from the unaffiliated adviser, and trade execution, custodial, advisory and other services from Raymond James. OSM Managers may have alternative arrangements for trade execution with client consent. Your IAR receives a portion of the fee. Certain OSM Managers may be compensated by performance-based fees. In these cases, Raymond James and its financial advisors do not receive compensation based on the performance-based fee charged by the OSM Manager. Additional information about the performance- based fee charged can be found in the OSM Manager’s Form ADV Part 2A or Wrap Fee Brochure. All investment decisions shall be made by the Adviser and the Adviser shall be solely responsible for those investment decisions. However, Raymond James generally (i) assists you in defining your investment objectives based on information provided by you, (ii) determines whether the given fee arrangement is suitable for you, (iii) aids in the selection of an Adviser to manage the account (or a portion of its assets) and, if there is more than one Adviser, with respect to the allocation of assets to each account, and (iv) periodically contacts you to ascertain whether there has been any change in your financial circumstances or objectives that warrants a change in the arrangement or the manner in which your assets are managed. Raymond James conducts an initial review and a limited ongoing review of OSM Managers. The ongoing review is conducted semi- annually and is generally limited to changes in the OSM Manager’s assets under management, recent disciplinary matters and a review of strategy performance in comparison to a relevant peer group or benchmark. Clients should be aware that the level of initial and ongoing review related to OSM Managers is not as comprehensive as the review of Separately Managed Account (SMA) and Model Managers available in the Raymond James Consulting Services (RJCS) program that is conducted by AMS Manager Research through RJA. In limited cases where an OSM Manager is also available as an SMA Manager in the RJCS program, Manager Research will conduct an in-depth review of that Manager as noted previously, however, with a primary focus on the Manager’s strategy(ies) available within the RJCS Program.

There generally is a minimum investment of $100,000 for all equity and balanced accounts, and $200,000 for most fixed income accounts, although smaller accounts may be accepted based on the specific circumstances of an account.

Raymond James’ OSM Asset-Based Fee is set forth as follows:

Fee-Based Relationship Value Annual Rate Up to $1 million 2.25% $1 million up to $2 million 2.00% $2 million up to $5 million 1.75% $5 million up to $10 million 1.50% $10 million and up 1.25%

Raymond James’ Asset-Based Fee does not include any fees paid to Adviser. You will compensate Adviser separately as agreed between you and Adviser. Upon your request, Raymond James will debit the account for the Adviser’s fee, but will not be responsible for verification of the computation of such fee.

For purposes of calculating and assessing asset-based fees, Raymond James uses the term “Account Value”, which may be different than the asset value as reported on brokerage statements provided by Raymond James to you. Pursuant to the investment management or advisory agreement, Account Value is defined as the total absolute value of the assets in the Account, long or short, plus all credit balances, with no offset for any margin or debit balances. Please see “Review of Accounts – Brokerage Statement and Performance/Billing Valuation Differences for Fee-Based Accounts” for details on the account valuation methodology employed by Raymond James when calculating asset based fees.

The annual Asset-Based Fee is typically paid quarterly in advance. When an account is opened, the Asset-Based Fee is billed for the remainder of the current billing period and is based on the initial contribution. Thereafter, the quarterly Asset-Based Fee is paid in advance, is based on the account asset value as of the last business day of the previous calendar quarter, and becomes due the following business day. If cash or securities, or a combination thereof, amounting to at least $100,000 are deposited to or withdrawn from your account on an individual business day in the first two months of the quarter, Raymond James will: (i) assess asset-based fees based on the value of the assets on the date of deposit for the pro rata number of days remaining in the quarter, or (ii) refund prepaid asset-based fees based on the value of the assets on the date of withdrawal for the pro rata number of days remaining in the quarter. No additional asset-based fees or adjustments to previously assessed asset-based fees will be made in connection with deposits or withdrawals that occur during the last month of the quarter unless requested by you. Notwithstanding the above $100,000 adjustment threshold, Raymond James reserves the right, in its sole discretion, to process or not process fee adjustments when the source and destination of deposits and withdrawals involve a client’s other fee-based advisory accounts.

For example, a transfer of $100,000 into a joint RJCS account funded from two $50,000 withdrawals from separate Ambassador accounts will have the $100,000 billed in their joint RJCS account and each of the Ambassador accounts will be refunded previously assessed fees on the separate $50,000 withdrawals for the pro rata period remaining in the quarter.

You authorize and direct RJA as Custodian to deduct the Asset-Based Fee from your account. You further authorize and direct the Custodian to send a quarterly statement to you which shows all amounts disbursed from your account, including fees paid to Raymond James. You understand that the brokerage statement will show the amount of the Asset-Based Fee, the Account Value on which the fee was based, and the specific manner in which the fee was calculated. The asset-based fees associated with this account include all execution and clearing charges except: (1) certain dealer- markups and odd lot differentials, transfer taxes, exchange fees mandated by the Securities and Exchange Act of 1934 and any other charges imposed by law with regard to any transactions in the account; and (2) offering concessions and related fees for purchases of public offerings of securities as more fully disclosed in the prospectus. Raymond James may accommodate different billing arrangements for OSM Managers on an exception basis. You may also incur charges for other account services provided by Raymond James not directly related to the advisory, execution and clearing services provided including, but not limited to, IRA custodial fees, safe-keeping fees, and fees for legal or courtesy transfers of securities. Certain OSM Managers may invest in mutual funds affiliated with the OSM Manager. As OSM clients have a direct investment management agreement with the OSM Manager, Raymond James does not stipulate or otherwise establish guidelines on when an OSM Manager may utilize such funds in their portfolios. Raymond James does not monitor the use of such funds by OSM Managers. However, additional information regarding the use of such funds by OSM Managers is available in the OSM Manager’s Form ADV Part 2A or equivalent disclosure document, and the respective fund’s prospectus(es) and/or Statement of Additional Information, each of which may be obtained from your financial advisor for your review.

Your OSM Agreement with Raymond James may be terminated by you or Raymond James at any time upon providing written notice pursuant to the provisions of the OSM Agreement. There is no penalty for terminating your account. Upon termination, you will receive a refund of the portion of the prepaid Asset-Based Fee which is not earned. Raymond James will not accept instructions to terminate the OSM Agreement unless such instructions are provided in writing by you. Should you terminate their investment management agreement with Adviser, Raymond James will not be responsible for the Adviser’s reimbursement of prepaid management fees not yet earned by Adviser upon termination.

In the event Raymond James decides to discontinue supporting an OSM Manager, OSM clients will be notified of Raymond James’s intent to discontinue the support of the OSM Manager. OSM clients will also be notified that their advisory account at Raymond James will be converted to a commission-based brokerage account that will no longer incur a portfolio management or advisory fee. OSM clients will be urged to contact their financial advisor to discuss alternate portfolio options.

ASSET BASED FEES
For purposes of calculating and assessing asset-based fees, Raymond James uses the term “Account Value”, which may be different than the asset value as reported on brokerage statements provided by Raymond James to you. Pursuant to the investment management or advisory agreement, Account Value is defined as the total absolute value of the assets in the Account, long or short, plus all credit balances, with no offset for any margin or debit balances. Please see “Review of Accounts – Brokerage Statement and Performance/Billing Valuation Differences for Fee-Based Accounts” for details on the account valuation methodology employed by Raymond James when calculating asset based fees.

The annual Asset-Based Fee is typically paid quarterly in advance. When an account is opened, the Asset-Based Fee is billed for the remainder of the current billing period and is based on the initial contribution. Thereafter, the quarterly Asset-Based Fee is paid in advance, is based on the account asset value as of the last business day of the previous calendar quarter, and becomes due the following business day. Raymond James may make accommodations to its billing procedures based on a client’s specific request, from time to time under limited circumstances, subject to Raymond James’s sole discretion.
Negotiability of Advisory Fee/Commission Rates
As mentioned previously, asset-based fees are generally negotiable between the client and financial advisor. Each of the aforementioned account program-specific fee schedules have built in breakpoints to reduce fees as the assets in the account(s) rise, as well as at the relationship level for aggregation of eligible accounts. For certain clients with substantial assets being considered for or currently participating in an advisory program, the asset-based fee is negotiable whereby the financial advisor and Raymond James share in the negotiated discount. This will generally occur at the $10 million level for managed accounts and $5 million level for advisory accounts. Discounts for accounts that do not meet these minimum thresholds remain negotiable, but the client should understand that the financial advisor’s negotiation is largely dependent on their willingness to reduce their compensation without the benefit of fee concessions from Raymond James.

Certain financial advisors may establish special pricing arrangements as an alternative to discounting the standard fee schedule for a specific account program. Such arrangements must be approved by Raymond James in advance of implementation and generally will not result in the total asset-based fee charged to the client exceeding that which would otherwise have been assessed had the standard undiscounted fee schedule been applied. However, under certain circumstances the client may agree to a pricing arrangement that involves paying a negotiated fee in excess of the standard fee schedule. Such arrangements must be approved in advance by Raymond James and will not exceed the maximum standard annual asset-based fee that may be charged in any advisory account program offered by Raymond James, currently 2.75% of assets under management. Clients should carefully review with their financial advisor the anticipated activity within their account and the services being provided to determine whether the aforementioned pricing arrangement continues to best meet their needs.

You should bear in mind that asset-based fee arrangements, when compared with the traditional commission option, generally result in lower costs during periods when trading activity is heavier, such as the year an account is established. During periods when trading activity is lower, such arrangements may result in a higher annual cost for transactions. Thus, depending on the level of trading activity, or turnover, in an account, a client that chooses an asset-based fee may pay more for transaction services than if they chose the commission alternative. Of course, the reverse is also true. The compensation arrangement will have no effect on the trading activity in your account. In other words, portfolio management is conducted independently of how you pay for brokerage services. You may favor the asset-based fee because it fixes your brokerage cost at a predetermined level; whereas other clients may not find such an arrangement suits their needs because they anticipate their accounts will have low turnover. In any event, you are entitled to know the exact amount of the brokerage fee, the services provided for that fee, and anticipated turnover in the account. You should explore this subject thoroughly with your financial advisor in order to be able to determine whether an asset-based fee arrangement is appropriate for your needs.
TERMINATION OF ADVISORY SERVICES
Your agreement with us, for each of the aforementioned account programs, may be terminated by you or us at any time upon providing notice to each other. There is no penalty for terminating the advisory agreement. Upon termination, you will receive a refund of the portion of the prepaid asset-based fee which has not yet been earned by us. Termination of the advisory agreement will end the investment advisory relationship between the client and Raymond James as it pertains to that account and Raymond James will have no further obligation to recommend or take any action with respect to the securities or cash remaining in the account. Upon termination of the advisory agreement, you may provide instructions to either liquidate the securities or to hold the securities in your brokerage account. If RJFSA does not receive client instruction, the advisory account will be converted by RJFSA to a commission-based brokerage account governed by the client’s account opening documents.

Should you terminate your investment management agreement with an OSM Manager, we will not be responsible for the OSM Managers reimbursement of prepaid management fees not earned by the OSM Manager upon termination. Different OSM Managers have different policies with respect to the refund of client fees. Please contact your IAR for additional information.

Accounts in the Ambassador program are not for day trading or other extreme trading activity, including excessive options trading or trading in mutual funds based on market timing. As such, pursuant to the respective program advisory agreement, we reserve the right to terminate, at our sole discretion, any client account in these programs.
WRAP FEE PROGRAMS NOT OFFERED DIRECTLY FROM RJFSA
Freedom
The Freedom Account is an investment advisory account which allocates your assets, through discretionary mutual fund or exchange traded fund (“ETF”) management, based upon your financial objectives and risk tolerances. You appoint RJA as your investment adviser to select the representative funds and monitor their performance on a continuing basis. Your RJFSA investment adviser representative receives a portion of the fee. For further information refer to the RJA Wrap Fee Program Brochure.
Freedom UMA
The Freedom UMA Account is an investment advisory account which, like the Freedom account, allows you to allocate your assets through discretionary mutual fund or ETF management, based upon your financial objectives and risk tolerances.

Additionally, your assets may be invested through affiliated or unaffiliated investment advisers registered with the Securities and Exchange Commission (“Managers”) with which RJA has entered into a sub-advisory agreement. Your RJFSA investment adviser representative receives a portion of the fee. For further information refer to the RJA Wrap Fee Program Brochure.
Raymond James Consulting Services (“RJCS”)
You appoint RJA as your investment adviser to select certain portfolio managers, monitor performance of your account, provide you with accounting and other administrative services, and assist portfolio managers with certain trading activities. Based upon your financial needs and investment objectives your IAR will assist you in selecting an appropriate manager(s). Your RJFSA investment adviser representative receives a portion of the fee. For further information refer to the RJA Wrap Fee Program Brochure.
Eagle High Net Worth
You appoint Eagle Asset Management as your investment adviser. You may select one or more investment objectives. Eagle will manage your account in accordance with your financial needs and investment objectives on a discretionary basis. Services provided to you include assisting you in choosing the appropriate Eagle objective, monitoring your performance, communication reports, and other administrative services. Your RJFSA investment adviser representative receives a portion of the fee. For further information refer to the RJA Wrap Fee Program Brochure.
Raymond James Research Portfolio
The Raymond James Research Portfolios Program (“RJRP”) offers clients a managed account investment choice that leverages off the research services of Raymond James’s Equity Capital Markets and Equity Portfolio & Technical Strategy Group divisions. For further information, refer to the RJA Wrap Fee Program Brochure.
Multiple Discipline Account (MDA) Program
You appoint RJA, as your investment adviser, to make available certain portfolio managers, monitor performance of your account, provide you with accounting and other administrative services, and assist portfolio managers with certain trading activities. Based upon your financial needs and investment objectives, your IAR will assist you in selecting an appropriate manager(s). Your IAR receives a portion of the fee. For further information, refer to the RJA Wrap Fee Program Brochure.
Russell Model Strategies Program
The Russell program is a mutual fund wrap advisory service that provides you the opportunity to allocate assets among various asset classes that cover a variety of investment objectives; it is an asset allocation-based investment program investing in Frank Russell mutual funds. Russell develops model portfolios and selects the underlying funds populating the respective model strategy. Your RJFSA IAR will assist you in selecting the appropriate strategy based upon your financial needs and investment objectives. Raymond James will annually rebalance your account to the original allocation. Your RJFSA investment adviser representative receives a portion of the fee. For further information refer to the RJA Wrap Fee Program Brochure.
The American Funds Model Portfolios Program
The American Funds Model Portfolios Program (“American Funds Program”) is a mutual fund advisory service that provides clients the opportunity to allocate assets among various asset classes that cover a variety of investment objectives (each an American Funds “Model”). Similar to the Freedom program, the American Funds Program is an asset allocation-based mutual fund investment program. However, unlike the Freedom program where the Investment Committee establishes the asset allocation and selects the Funds for investment, the American Funds Program invests exclusively in American Funds mutual funds (similar to the Russell Program described above). Upon the client’s selection of a Model, the client appoints Raymond James to manage each participating account on a discretionary basis with full power to buy, exchange and/or sell American Funds no-load mutual fund shares based on predetermined model portfolios held in the client’s name. Capital Research and Management Company (“Capital Research”), the adviser to the American Funds family of mutual funds, develops the portfolio asset allocation and selects the underlying funds populating each Model. For further information refer to the RJA Wrap Fee Program Brochure.
ADMINISTRATIVE-ONLY INVESTMENTS
Certain securities may be held in your Ambassador account and designated “Administrative-Only Investments”. There are two primary categories of Administrative-Only Investments: Client-designated and Raymond James-designated. Client-designated Administrative- Only Investments may be designated by financial advisors that do not wish to collect an advisory fee on certain assets, while Raymond James-designated Administrative-Only assets are designated as such by RJFSA in conformance with internal policy. For example, a financial advisor may make an arrangement with a client that holds a security that the financial advisor did not recommend or the client wishes to hold for an extended period of time and does not want their financial advisor to sell for the foreseeable future. In such cases the financial advisor may elect to waive the advisory fee on this security, but allow it to be held in the client’s advisory account – such designations fall into the Client-designated category. Alternatively, RJFSA may determine that certain securities may be held in an advisory account but are temporarily not eligible for the advisory fee (such as for mutual funds purchased with a front-end sales charge through RJFSA within the last two years and Primary Market Distributions including new issues and syndicate offerings). Assets designated by RJFSA as temporarily exempt from the advisory fee fall into the Raymond James-designated category.

The following chart illustrates which Ambassador account types permit the use of Client-Designated and Raymond James-Designated Administrative-Only Investments:

Account Type Client-Designated Raymond James-Designated Non-discretionary (all) Permitted Permitted Discretionary/Non-retirement Permitted Permitted Discretionary/Retirement Not Permitted Permitted

PLEASE NOTE: Client-designated Administrative-Only assets and the maintenance of such positions in the client’s account are not permissible in discretionary Ambassador retirement accounts (such as IRAs and employer sponsored retirement plans). RJFSA has elected to preserve the ability for clients and their financial advisors to designate assets as Client-designated Administrative-Only in their taxable and non-discretionary Ambassador retirement accounts in order to maintain client choice and avoid the need to maintain a separate account to hold these securities or cash. Clients should understand that not being assessed an advisory fee introduces a conflict that the financial advisor’s advice may be biased as a result of their not being compensated on this asset. As a result, the financial advisor may recommend a course of action in their own interest and not the client’s best interest (such as selling the security to increase the financial advisor’s compensation). Raymond James monitors the appropriateness of existing advisory accounts on an ongoing basis to ensure that financial advisors are making investment decisions that are consistent with clients’ stated objectives and strategies.

Administrative-Only Investments will not be included in the Account Value when calculating applicable asset-based advisory fee rates. For example, a client whose Ambassador account holds $750,000 of cash and securities that includes $150,000 of Administrative-Only Investments will only have the asset-based fee rate assessed based on the $600,000 Account Value. For clients with multiple fee-based accounts, the Relationship Value will be used to determine the applicable fee rate that will be assessed. However, clients should understand that any assets held as Administrative-Only Investments will not be included in the Relationship Value. Please see the “Aggregation of Related Fee-Based Account” section for additional information on how Raymond James combines related accounts for fee billing purposes.

Billing on Cash Balances
Raymond James will assess advisory fees on cash sweep and foreign currency balances (“cash”) held in Ambassador accounts. If the cash balance exceeds 20% of the Account Value as of the last business day of the quarter (“the valuation date”) for three (3) consecutive quarterly valuation dates, the amount in excess of 20% is excluded from billing. For example, an Ambassador account that held 30% of the Account Value for three (3) consecutive billing valuation dates (March 31st, June 30th, and September 30th) would have the amount in excess of 20% excluded from the Account Value in which advisory fees are applied. For simplicity of illustration, assuming an account was valued at $100,000 for all three (3) quarterly billing periods, with $30,000 held in cash, the September 30th valuation date would exclude $10,000 of the cash from the Account Value when assessing the advisory fee. This fee billing provision (or “Cash Rule”) is intended to equitably assess advisory fees to client assets for which an ongoing advisory service is being provided; the exclusion of excess cash from the advisory fee is intended to benefit clients holding substantial cash balances (as a percentage of the total individual Account Value) for an extended period of time. Clients should understand that the portion of the account held in cash will experience negative performance if the applicable advisory fee charged is higher than the return received on the cash sweep balance. The Cash Rule may pose a financial disincentive to a financial advisor as the portion of cash sweep balances in excess of 20% will be excluded from the asset based fee charged to the account. This may cause a financial advisor to reallocate a client account from cash to advisory fee eligible investments, including money market funds, or may recommend against raising cash, in order to avoid the application of this provision and therefore receive a fee on the full account value. Clients may direct their financial advisor to raise cash by selling investments or hold a predetermined percentage of their account in cash at any time. The Cash Rule is applicable only to cash sweep and foreign currency balances and, therefore, non-sweep money market funds would not result in excess “cash” balances being excluded from the asset based advisory fee calculation.

Within the Ambassador account, the Cash Rule applies on an individual account basis. Your financial advisor may receive more compensation by not applying the Cash Rule at the household level and instead electing to do so at the account level.

Cash balances are generally expected to be a small percentage of the overall account value, as determined by the SMA/UMA Managers, in the American Funds, EHNW, Freedom, Freedom UMA, MDA, RJCS, RJRP and Russell managed accounts and therefore these accounts are not subject to the Cash Rule.
OTHER CONSIDERATIONS
On occasion, there may be instances in which an RJFA financial advisor will establish a portfolio management or consultation relationship with a financial advisor of RJFSA, an r investment adviser, and corporate affiliates of RJA. The RJA financial advisor will also be a registered securities representative of RJA. The RJA financial advisor may act in a consulting role to the client, who has been referred by a financial advisor of RJFSA. However, the reverse is also true, in that the RJA financial advisor may act as the client’s primary advisory representative and may refer the client to a financial advisor of RJFSA, who serves as his/her consultant. Depending upon who is serving as the client’s primary advisory representative, the client will be charged an advisory fee by the RJA or RJFSA financial advisor, which is shared with the affiliated financial advisor.
ADDITIONAL EXPENSES NOT INCLUDED IN THE ASSET-BASED ADVISORY FEE
You may also incur charges for other account services provided by Raymond James not directly related to the advisory, execution, and clearing services provided including, but not limited to, IRA custodial fees, safe-keeping fees, charges/interest for maintenance of margin and/or short positions, and fees for legal or courtesy transfers of securities.

For a complete list of account service charges, please visit Raymond James’s public website: raymondjames.com/services_and_charges.htm (Client Account Fees and Charges). You may also contact your financial advisor or call Raymond James by phone at 800-647-SERV (7378) for additional information, or may submit your written request to:

Raymond James Client Services 880 Carillon Parkway St. Petersburg, FL 33716

The asset-based fees associated with the aforementioned managed and advisory account programs include all execution and clearing charges except: (1) certain dealer-markups and odd lot differentials, taxes, (including unrelated business taxable income in retirement accounts), exchange fees, regulatory transaction fees charged to clients to offset fees Raymond James pays to exchanges and/or regulatory agencies on certain transactions and any other charges imposed by law with regard to any transactions in the account; and (2) offering concessions and related fees for purchases of public offerings of securities as more fully disclosed in the prospectus.

The Regulatory Transaction (RT) Fee is collected to recoup transaction fees paid by Raymond James to an exchange or self-regulatory organization in connection with the sale of certain securities. Please see https://www.raymondjames.com/wealth-management/why-a- raymond-james-advisor/client-resources/client-account-fees-and-charges for additional information.

In certain situations (such as when open-end mutual fund shares are initially transferred to Raymond James from another firm), the mutual fund share classes that Raymond James makes available to clients on its platform may, in addition to assessing management fees, charge a distribution fee pursuant to Rule 12(b)-1 under the Investment Company Act of 1940, also known as trails. 12b-1 fees are included in the calculation of the annual operating expenses of a mutual fund and are disclosed in the fund prospectus. If received by Raymond James on advisory accounts, 12b-1 fees will be credited bi-monthly to the client’s account(s) as applicable. For additional information regarding 12b-1 fees, please see sections below titled “Mutual Fund Investments Available through Raymond James” and “Mutual Funds Assessed or Subject to 12b-1 Fees or Sales Charges” under “Other Compensation Arrangements.”

You should understand that the annual advisory fees charged in the Ambassador program and other advisory programs offered through us or an affiliate are in addition to the management fees and operating expenses charged by open-end, closed-end and exchange-traded funds (“ETFs”). To the extent that you intend to hold fund shares for an extended period of time, it may be more economical for you to purchase fund shares outside of these programs. You may be able to purchase mutual funds directly from their respective fund families without incurring RJFSA’s advisory fee. When purchasing directly from fund families, you may incur a front or back- end sales charge. You should also understand that the shares of 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 RJFSA) 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 they invest. These charges, as well as operating expenses and management fees, may increase the overall annual cost to you by 1%-2% (or more). More information is available in each fund’s prospectus. Please refer to the “Client Referral Arrangements” section for additional information regarding mutual funds available for investment through Raymond James. You should be aware that ETFs incur a separate management fee, typically 0.20%-0.40% of the fund’s assets annually (although individual ETFs may have higher or lower expense ratios), which is assessed by the fund directly and not by RJFSA. This management fee is in addition to the ongoing advisory fee assessed by RJFSA, and will generally result in clients which utilize an SMA Manager or Investment Strategy that invests in ETFs paying more than clients utilizing one that -invests in individual securities, without taking into effect negotiated asset-based fee discounts, if any.

Certain ETFs may be classified as partnerships for U.S. federal income tax purposes, which may result in unique tax treatment, including Schedule K-1 reporting. Prospective or existing RJCS, EHNW, Freedom or Freedom UMA clients should consult their tax advisor for additional information regarding the tax consequences associated with the purchase, ownership and disposition of such investments. Additional information is also available in the ETF prospectus, which is available upon request.

Certain no-load variable annuities and indexed annuities may be purchased in or transferred into accounts in the Ambassador program and may be charged an asset-based advisory fee. The annual advisory fees charged for these no-load variable annuities are in addition to the annual management fees and operating expenses (which are typically higher than either mutual funds or ETFs) charged by the insurance companies offering these products.

In the event an SMA Manager elects to utilize brokers or dealers other than Raymond James to effect a transaction in a recommended security (“trade away” from Raymond James), brokerage commissions and other charges for transactions not effected through Raymond James are generally charged to the client by the executing broker or dealer, whereas the wrap fee assessed by Raymond James covers the cost of brokerage commissions on transactions effected through Raymond James. As such, when an SMA Manager elects to trade away and there are brokerage commission or other charges associated with the transaction, your overall program costs will increase.

Clients should also understand that more sophisticated investment strategies such as short sales and margin may be offered in the Ambassador program. Fees for advice and execution on these securities are based on the total asset value of the account. While a negative amount may show on your statement for the margined security as the result of a lower net market value, the amount of the fee is based on the absolute market value. This could create a conflict of interest where your financial advisor benefits from the use of margin creating a higher absolute market value and therefore receive a higher fee. The use of margin also results in interest charges in addition to all other fees and expenses associated with the security involved.

Primary Market Distributions (i.e., syndicate offerings where RJA is a distribution participant) purchased within the last 12 months will not be included in the Ambassador account value for fee calculation purposes for 4 quarters after the initial purchase date (such syndicate offerings are not eligible to be maintained in discretionary Ambassador retirement accounts). Clients should understand that while Raymond James and its financial advisors do not receive an advisory fee on this asset held in an Ambassador account during the time period that the asset is not fee eligible, Raymond James and its financial advisors will receive other compensation related to the purchase of a syndicate offering where Raymond James acts as a distribution participant.

ADDITIONAL BUNDLED SERVICE COST CONSIDERATIONS Your total cost for each of the services provided through the above programs, if purchased separately, could be more or less than the costs of each respective program. Cost factors may include your ability to:


• Obtain the services provided within the programs separately with respect to the selection of portfolio securities,
• Invest and rebalance the selected mutual funds without the payment of a sales charge, and
• Obtain performance reporting comparable to that provided within each program.

When making cost comparisons, you should be aware that the combination of multiple - investments, advisory services, and custodial and brokerage services available through each program may not be available separately or may require multiple accounts, documentation and fees. If an account within an advisory program is actively traded or you otherwise may not qualify for reduced sales charges for fund purchases, the fees may be less expensive than separately paying the sales charges and advisory fees. If an account within an advisory program is not actively traded or you otherwise would qualify for reduced sales charges, the fees in these programs may be more expensive than if utilized separately. The client’s financial advisor may have a financial incentive to recommend a fee-based advisory program rather than paying for investment advisory services, brokerage, performance reporting and other services separately. A portion of the annual advisory fee is paid to the financial advisor, which may be more than the financial advisor would receive under an alternative program offering of Raymond James or if the client paid for these services separately. Therefore, the client’s financial advisor may have a financial incentive to recommend a particular account program over another. To ensure the financial advisor is making appropriate recommendations, Raymond James conducts reviews of advisory relationships to confirm sufficient documentation of fiduciary services provided is being maintained by your IAR. Additionally, reviews are conducted to assess the adequacy and appropriateness of fiduciary services provided. Financial advisors do not receive a financial incentive to recommend and sell proprietary mutual funds versus non-proprietary funds. However, because compensation structures vary by product type, financial advisors may receive higher compensation for certain product types. In addition, your financial advisor may receive incentive compensation for utilizing a particular advisory program. Please refer to the “Other Compensation Arrangements” section for information regarding additional asset-based compensation to financial advisors. Raymond James conducts reviews of advisory relationships to confirm sufficient documentation of fiduciary services provided is being maintained by the client’s financial advisor. Additionally, reviews are conducted to assess the adequacy and appropriateness of fiduciary services provided to ensure the financial advisor is making appropriate recommendations. Raymond James believes the charges and fees offered within each of its fee-based program are competitive with alternative programs available through other firms and/or investment sources, yet makes no guarantee that the aggregate cost of a particular program is lower than that which may be available elsewhere.

Further information regarding fees assessed by a mutual fund, variable annuity or UIT is available in the appropriate prospectus, which you may request from your IAR. You may purchase these securities outside of an advisory account and therefore avoid paying an additional advisory fee. However, when these assets are purchased in a non-advisory account, you would not receive ongoing advice from your financial advisor.
OTHER CONFLICTS OF INTEREST TO CONSIDER
RJFSA IARs may benefit by recommending certain fee-based advisory programs rather than certain other account types. A portion of the annual advisory fee is paid to your IAR, which may be more than they would receive under an alternative program, or if you paid for these services separately. Therefore, your IAR may benefit by recommending a particular account program over another. If you do not wish to purchase ongoing investment advice or investment management services and you wish to follow a buy and hold strategy, you should consider opening a brokerage account rather than a fee based account. In a brokerage account, a client is charged a commission for each transaction, and the representative has no duty to provide ongoing advice with respect to the account.

Your IAR does not benefit by recommending or selling proprietary mutual funds versus non-proprietary funds. However, because compensation structures vary by advisory program, IARs receive higher compensation for certain advisory programs.

RJFSA will recommend RJA to advisory clients as clearing firm. RJFSA IARs may also be registered representatives of RJFS and therefore subject to FINRA’s Conduct Rule 3280 that restricts them from conducting securities transactions away from RJFS. Therefore, clients are advised that such IARs are limited to conducting securities transactions through RJFS and its clearing firm RJA. It may be the case that RJFS charges a higher fee than another broker charges for a particular type of service, such as transaction fees. Clients may utilize the broker/dealer of their choice and have no obligation to effect transactions through RJFS. However, if the client does not utilize RJFS as their broker/dealer, the financial advisor will generally not be able to accept the client’s account(s).

In addition to the fee based compensation your IAR receives for providing advisory services, your IAR may also be a registered representative of RJFS and earn commissions for transactional business in accordance with Raymond James Financial Services, Inc.'s published commission schedule. At the conclusion of each year, qualifying advisers are awarded membership in the Raymond James Financial Services, Inc.’s recognition clubs. Qualification for recognition clubs is based upon a combination of the adviser’s annual production (both advisory and transactional), total client assets under administration, and the professional certifications acquired through educational programs. Participation in these recognition clubs represents a conflict of interest since the qualification criteria is based, in part, on the annual gross production of the IAR, and as a result, the IAR is incentivized to increase their gross production (that is, increase their commissions and advisory fees) to obtain the required recognition club level. Recognition club members will receive invitations to trips, conferences, and will also receive incentive compensation in the form of cash payments, stock options, and restricted stock units. You should be aware of such arrangements and consult your IAR for additional details.

Raymond James offers co-branded credit cards through Elan Financial Services (“Elan”), a company within U.S. Bank. U.S. Bank and Raymond James are separate and non-affiliated companies. If a client applies for an Elan credit card through Raymond James, Raymond James receives $100 for each approved application. The Raymond James credit card program offers consumer and business credit cards. Raymond James also receives 10 basis points on the net amount consumers spend on their consumer credit cards and 15 basis points on the net amount consumers spend on their business credit cards. These payments are made to Raymond James by Elan on a periodic basis. The term net refers to the amount of purchases minus returns, chargebacks and refunds. Raymond James does not share these payments with your financial advisor. Clients are not under any obligation to apply for a credit card through Elan as a condition of opening an advisory and/or brokerage account through Raymond James. For more information about the Raymond James credit card program, please visit our website at https://www.raymondjames.com/wealth-management/advice-products-and-services/banking-and- lending-services/cash-management/raymond-james-credit-card.

In addition to compensation, Raymond James provides IARs with access to financial incentives for affiliating with our firm. These arrangements include, but are not limited to transition assistance, production awards, enhanced pay-outs, repayable business transition or working capital loans, administrative fee reimbursements, attendance at Raymond James conferences and events, marketing services and materials, and other valuable financial incentives. Based on these arrangements, your IAR is incentivized to recommend that clients open and maintain accounts for advisory and/or brokerage services; these incentives may influence your IAR’s recommendation that you transition your account(s) to the firm. Raymond James mitigates these conflicts of interest by monitoring to ensure that IARs are making investment decisions that are consistent with the client’s stated objectives and strategies. Raymond James also maintains policies to ensure the account is appropriate for the applicable advisory program or service and consistent with our fiduciary duty to the client. please register to get more info

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Assets
Pooled Investment Vehicles $
Discretionary $71,299,165,421
Non-Discretionary $46,344,240,134
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