Riverfront Investment Group, LLC ADV Part II, Privacy and ...F O R M A D V Applicant SEC File Number Date Part II - Page 5 RiverFront Investment Group, LLC 801-68810 03/31/2009 9

ADV Form 328

Riverfront Investment Group, LLC

ADV Part II, Privacy and Proxy Policies

As of 03/31/2010

F O R M A D V

Uniform Application for Investment Adviser Registration Part II - Page 1

Name of Investment Adviser: RiverFront Investment Group, LLC

Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone number: 9011 Arboretum Parkway, Suite 110 Richmond VA 23236 804-549-4800

This part of Form ADV gives information about the investment adviser and its business for the use of clients.

The information has not been approved or verified by any governmental authority.

Table of Contents

Item Number Item Page

1 Advisory Services and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2 Types of Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3 Types of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Methods of Analysis, Sources of Information and Investment Strategies . . . . . . . . . 3

5 Education and Business Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6 Education and Business Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7 Other Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8 Other Financial Industry Activities or Affiliations . . . . . . . . . . . . . . . . . . . . . . . . . . 4

9 Participation or Interest in Client Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

10 Conditions for Managing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

11 Review of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

12 Investment or Brokerage Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

13 Additional Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

14 Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Continuation Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule F

Balance Sheet, if required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule G

(Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

F O R M A D V Applicant SEC File Number Date

Part II - Page 2 RiverFront Investment Group, LLC 801-68810 03/31/2009

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from that service. (See instructions below.) Applicant:

(1) Provides investment supervisory services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88+% (2) Manages investment advisory accounts not involving investment supervisory services . . . . . . . . . . . . . . 11% (3) Furnishes investment advice through consultations not included in either service described above . . . . . . % (4) Issues periodicals about securities by subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <1% (5) Issues special reports about securities not included in any service described above . . . . . . . . . . . . . . . . . . . % (6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices which clients % may use to evaluate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (7) On more than an occasional basis, furnishes advice to clients on matters not involving securities . . . . . . . . % (8) Provides a timing service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % (9) Furnishes advice about securities in any manner not described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %

(Percentages should be based on applicant's last fiscal year. If applicant has not completed its first fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.)

Yes No B. Does applicant call any of the services it checked above financial planning or some similar term? . . . . . . . . . . . .

C. Applicant offers investment advisory services for: (check all that apply)

(1) A percentage of assets under management (4) Subscription fees

(2) Hourly charges (5) Commissions

(3) Fixed Fees (not including subscription fees) (6) Other

D. For each checked box in A above, describe on Schedule F:

the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for a fee applicant's basic fee schedule, how fees are charged and whether its fees are negotiable when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund or may terminate an investment advisory contract before its expiration date

2. Types of clients - Applicant generally provides investment advice to: (check those that apply) A. Individuals E. Trusts, estates, or charitable organizations B. Banks or thrift institutions F. Corporations or business entities other than those listed above C. Investment companies G. Other (describe on Schedule F) D. Pension and profit sharing plans

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1).



3. Types of Investments. Applicant offers advice on the following: (check those that apply) A. Equity securities H. United States government securities

(1) exchange-listed securities I. Options contracts on: (2) securities traded over-the-counter (3) foreign issuers (1) securities (2) commodities

B. Warrants J. Futures contracts on:

C. Corporate debt securities (other that commercial paper) (1) tangibles (2) intangibles

D. Commercial paper

E. Certificates of deposit K. Interests in partnerships investing in:

F. Municipal securities (1) real estate (2) oil and gas interests G. Investment company securities: (3) other (explain on Schedule F)

(1) variable life insurance (2) variable annuities L. Other (explain on Schedule F) (3) mutual fund shares

4. Methods of Analysis, Sources of Information, and Investment Strategies. A. Applicant's security analysis methods include: (check those that apply) (1) Charting (4) Cyclical (2) Fundamental (5) Other (explain on Schedule F) (3) Technical

B. The main sources of information applicant uses include: (check those that apply) (1) Financial newspapers and magazines (5) Timing services (2) Inspections of corporate activities (6) Annual reports, prospectuses, filings with the Securities and Exchange Commission

(3) Research materials prepared by others (7) Company press releases (4) Corporate rating services (8) Other (explain on Schedule F)

C. The investment strategies used to implement any investment advice given to clients include: (check those that apply) (1) Long term purchases (5) Margin transactions (securities held at least a year)

(2) Short term purchases (6) Option writing, including covered options, uncovered (securities sold within a year) options or spreading strategies

(3) Trading (securities sold within 30 days) (7) Other (explain on Schedule F) (4) Short sales




5. Education and Business Standards. Are there any general standards of education or business experience that applicant requires of those involved in determining Yes No or giving investment advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(If yes, describe these standards on Schedule F.)

6. Education and Business Background

For:

each member of the investment committee or group that determines general investment advice to be given to clients, or

if the applicant has no investment committee or group, each individual who determines general investment advice given to clients (if more than five, respond only for their supervisors)

each principal executive officer of applicant or each person with similar status or performing similar functions.

On Schedule F, give the:

name formal education after high school

year of birth business background for the preceding five years

7. Other Business Activities. (check those that apply)

A. Applicant is actively engaged in a business other than giving investment advice.

B. Applicant sells products or services other than investment advice to clients.

C. The principal business of applicant or its principal executive officers involves something other than providing investment advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.)

8. Other Financial Industry Activities or Affiliations. (check those that apply) A. Applicant is registered (or has an application pending) as a securities broker-dealer. B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator or commodity trading adviser. C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: (1) broker-dealer (7) accounting firm (2) investment company (8) law firm (3) other investment adviser (9) insurance company or agency (4) financial planning firm (10) pension consultant (5) commodity pool operator, commodity trading (11) real estate broker or dealer advisor or futures commission merchant (6) banking or thrift institution (12) entity that creates or packages limited partnerships

(For each checked in box in C, on Schedule F identify the related person and describe the relationship and the arrangements.) Yes No D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest?

(If yes, describe on Schedule F the partnerships and what they invest in.)




9. Participation or Interest in Client Transactions.

Applicant or a related person: (check those that apply)

A. As principal, buys securities for itself from or sells securities it owns to any client.

B. As broker or agent effects securities transactions for compensation for any client.

C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or bought from a brokerage customer.

D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest.

E. Buys or sells for itself securities that it also recommends to clients.

(For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions. Describe, on Schedule F, your

code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request.)

10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services, manage investment advisory accounts or hold itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for starting or maintaining an account? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

No

(If yes, describe on Schedule F)

11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services:

A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and triggering factors.

For reviewers, include the number of reviewers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each.

Model portfolios are reviewed on a daily basis by the Investment Team, which includes Michael Jones, Chief Investment Officer; Rod Smyth, Chief Investment Strategist; Doug Sandler, Chief Equity Strategist; and Timothy Anderson, Chief Fixed Income Strategist, as well as other members of the equity, fixed income and investment strategy teams. The portfolios are studied via daily data sheets comprising information about the specific holdings in each of the portfolios, as well as via attribution information, which details how each sector and sub-set of the portfolio is performing relative to its benchmark. Particular attention is given to continued suitability of securities in relation to the portfolios’ investment objectives, performance of individual investments as well as changes in company fundamentals, industry outlook, market outlook, price levels and asset allocation policy ranges. Client accounts are reviewed at least weekly by the Head Trader and the trading team to ensure that individual client portfolios are in alignment with the model portfolios.

B. Describe below the nature and frequency of regular reports to clients on their accounts.

Clients are kept fully informed about their portfolio activity by receiving copies of all transaction confirmations and monthly/quarterly statements from their brokerage firms and/or custodians (note: clients have the option to suppress confirms if they so choose). Clients have access to quarterly reports that focus on asset allocation and portfolio performance for each of the model portfolios run by RiverFront. These reports are posted on the RiverFront Investment Group’s website. Additionally, separately managed account clients will receive quarterly performance reports concerning their individual portfolios from the Wrap Fee Sponsor Firms.




12. Investment or Brokerage Discretion. A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the: Yes No (1) securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No (2) amount of the securities to be bought or sold? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No (3) broker or dealer to be used? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . Yes No (4) commission rates paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No B. Does applicant or a related person suggest brokers to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4) or B, describe on

Schedule F the factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products, research and services given to the applicant or a related person is a factor, describe:

the products, research and services

whether clients may pay commissions higher than those obtainable from other brokers in return for those products and Services

whether research is used to service all of applicant's accounts or just those accounts paying for it; and

any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for product and research services received. 13. Additional Compensation. Does the applicant or a related person have any arrangements, oral or in writing, where it: A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) Yes No from a non-client in connection with giving advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No B. directly or indirectly compensates any person for client referrals? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(For each yes, describe the arrangements on Schedule F.) 14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant: has custody of client funds or securities (unless applicant is registered or registering only with the Securities and

Exchange Commission); or

requires prepayment of more than $500 in fees per client and 6 or more months in advance Yes No Has applicant provided a Schedule G balance sheet? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


Schedule F of Applicant: SEC File Number: Date: Form ADV RiverFront Investment Group,

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Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)

1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV: IRS Empl. Ident. No.: RiverFront Investment Group, LLC

Item of Form (identify) Answer

Item 1

ADVISORY SERVICE AND FEES RiverFront Investment Group, LLC (“RiverFront” or “We”) offers investment supervisory services on a discretionary basis as agreed to with the client. We primarily manage portfolios for individuals, trusts, retirement accounts (IRAs, pensions and profit sharing plans), corporations and other institutions. RiverFront maintains model portfolios based on certain established guidelines. The portfolios can be modified to meet the client’s investment objectives and individual needs, as established in investment portfolio and strategy criteria. RiverFront also provides monitoring and reporting of portfolio performance to clients on a periodic basis. Client investment objectives are identified by assessing the client's risk tolerance based upon the client’s age, income, education, need for cash flows, investment goals, and emotional tolerance for volatility. The information provided by the client will be collected during client meetings, interviews, and/or questionnaires. After analyzing a client’s financial situation we implement the investment strategy through what we view as an optimal combination of investments. Market conditions and client circumstances are monitored and portfolio adjustments are made as appropriate to reflect significant changes in any or all of the above variables. Asset-based management fees will be charged quarterly in advance based on a percentage of the market value of a client's assets under management at the beginning of the calendar quarter. The compensation for our services, which include developing and implementing an investment policy and objectives, monitoring a client’s investment results, and reporting to the client on a quarterly basis, is as follows:

Asset Allocation Assets Under Management Fee

First $2,000,000 1.00% Next $3,000,000 0.75% Over $5,000,000 Negotiable

Minimum Account Size: $1,000,000 Minimum Quarterly Fee: $2,500

Foundation Strategies – Large Cap Core and SMID Core Assets Under Management Fee


Minimum Account Size: $1,000,000 Minimum Quarterly Fee: $2,500


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ETF Strategies Assets Under Management Fee


Minimum Account Size: $1,000,000 Minimum Quarterly Fee: $1,875 Investment advisory services begin with the effective date of the Investment Advisory Agreement, which is the date the client signs the agreement. For that calendar quarter, fees will be adjusted pro rata based upon the number of calendar days in the calendar quarter that the agreement was effective. Fees will generally be deducted directly from the client's brokerage account pursuant to a written agreement. RiverFront reserves the right to adjust the fee schedule for accounts depending on the size and type of account and the services required. In some cases, negotiation of fees may result in different fees being charged for similar services and may be less than the stated fee schedule. RiverFront will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client. RiverFront’s advisory fees are separate and distinct from fees and expenses charged by open-end investment companies (i.e. mutual funds), closed-end funds and exchange-traded funds, which may be recommended to clients. A description of these fees and expenses are available in each fund's prospectus. Additionally, the fees charged by RiverFront are exclusive of all custodial and transaction costs paid to custodians, brokers or any other third parties. Clients should review all fees charged by RiverFront, custodians and brokers and others to fully understand the total amount of fees incurred. Clients should be aware of their responsibility to verify the accuracy of the fee calculation submitted to the custodian by RiverFront, as the custodian will not determine whether the fee has been properly calculated. Either RiverFront or the client may terminate the advisory agreement at any time. Notice of termination must be given to the other party in writing. Upon termination, the fees charged for advisory services will be pro-rated and a refund for any unearned fees will be issued. The client is responsible to pay for services rendered until the termination of the agreement. The client can cancel the advisory agreement without penalty within the first five days after the signing of the agreement.


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WRAP FEE PROGRAMS RiverFront has been retained as an investment manager under a number of wrap fee program arrangements sponsored by affiliated and unaffiliated broker-dealers (“Program Sponsors”). The list of Program Sponsors includes (in no particular order), but is not limited to: Robert W. Baird & Co. Incorporated (an affiliate of RiverFront), Merrill Lynch, Inc., LPL Financial Corporation, UBS Financial Services Inc., Pershing, Inc., Raymond James & Associates, Inc., Janney Montgomery Scott, Smith Barney and Morgan Stanley & Co., Inc. Under such wrap fee arrangements, Program Sponsors may assist clients with the selection of RiverFront (or may have the discretion to select RiverFront) to manage the assets in accounts maintained at the Program Sponsor, collect RiverFront’s investment advisory fee on behalf of the clients, monitor and evaluate RiverFront’s performance, execute the client’s portfolio transaction without commission charge, and provide custodial services for the client’s assets. Additionally, RiverFront may provide advice and consulting services in connection with asset allocation strategies and solutions to be offered by Program Sponsors to their clients. If selected to manage the assets in a client account maintained by the Program Sponsor, RiverFront will provide investment supervisory services on a discretionary basis to that client. Each client account will be managed generally in accordance with one or more model portfolios selected by the client, which may be modified to meet the client’s investment objectives, strategies and needs. RiverFront will generally place orders for the purchase or sale of securities through the Program Sponsor, acting as broker-dealer, and the Program Sponsor will execute such orders. Clients are not charged a commission on trades executed through the Program Sponsor. To the extent deemed appropriate by RiverFront pursuant to its duty to seek best execution, RiverFront may place orders with brokers or dealers other than the Program Sponsor; in such instances, brokers or dealers may impose commissions or mark-ups on those orders, which are charged to the client’s account. Clients who select RiverFront to manage their assets will often pay RiverFront an investment advisory fee in addition to the asset-based fee they pay to the Program Sponsor for investment advice, custody, execution and reporting. This is commonly referred to as a “dual contract” arrangement, since the client has one contract with the Program Sponsor and another contract with RiverFront. The fees charged to clients that select RiverFront in a “dual contract” arrangement are similar to those stated on pages 1 and 2 of this Schedule F, although the fees are negotiable and may vary from client to client and from Program Sponsor to Program Sponsor. RiverFront will charge such fees quarterly in advance, based on a percentage of the market value of a client’s assets under its management at the beginning of the calendar quarter.


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In some wrap fee programs, clients pay a single asset-based fee to the Program Sponsor and, out of that fee, the Program Sponsor is responsible for paying an investment advisory fee to RiverFront. In these programs, the Program Sponsor and RiverFront may enter into a sub-advisory or other agreement under which RiverFront agrees to manage the assets of client accounts in these programs. As part of that agreement, RiverFront and the Program Sponsor agree on the investment advisory fees to be charged by RiverFront on those assets. As a result, the fees charged by RiverFront on assets of a client who selects RiverFront to provide investment supervisory services through such a wrap fee program offered by a Program Sponsor are negotiable and will vary from program to program but typically do not exceed 0.50% per year on the value of the client assets in the wrap fee program. The fees are typically charged quarterly in advance, based on the market value of the client assets as of the beginning of the quarter. While wrap fees will vary by Program Sponsor, the total fee for services provided through a wrap fee program may be higher than fees charged by RiverFront if engaged to manage assets directly. Specific information on the investment advisory fees payable to RiverFront under a wrap fee program will be provided by the applicable Program Sponsor. For information on the asset-based fees charged by the Program Sponsor, clients should consult with the Program Sponsor or refer to the Program Sponsors’ Schedule H brochure. RESEARCH SUBSCRIPTION SERVICES RiverFront provides impersonal investment advice in the form of research publications covering specific securities, securities markets and the economy to institutions and individuals for a subscription fee: Fees are generally paid in quarterly installments and are based on two levels of services – one at $2575/month ($30,900) and one at $5150/month ($61,800). Fees for the services are negotiable. Generally, but in not all instances, RiverFront provides its research publications at no additional fee to wrap fee Program Sponsors with which RiverFront maintains a relationship. The subscription for the research service may be cancelled by written notice to the Registrant.

Although the research subscription services are generally provided by the same professionals responsible for managing client portfolios, the investment advice provided in RiverFront’s research publications should not be considered personalized investment advice as it is not tailored for any specific person or situation.

The specific securities discussed in the research publications may or may not be included in, or considered for investment in RiverFront’s discretionary client portfolios. In addition, RiverFront may publish research about securities that are not included in client’s discretionary portfolios at the time of the publication but


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that may be subsequently considered for investment by RiverFront. It is possible that discretionary client portfolios could be placed at a disadvantage with respect to the timing of trading decisions and/or the price of securities if the publication of RiverFront’s investment ideas precedes RiverFront’s execution of such investment ideas for client portfolios. Moreover, it may be perceived that RiverFront could have a potential conflict of interest between its portfolio management and its publication of research.

OTHER SERVICES PROVIDED BY RIVERFRONT RiverFront may be engaged from time to time on a fixed fee basis to provide consulting and other advisory services to the Program Sponsors, and/or their affiliates, to clients in connection with asset allocation and tactical strategies and solutions. The fees are separately negotiated and will vary based on the nature and scope of the requested services.

Item 4 A, B & C METHODS OF ANALYSIS, SOURCES OF INFORMATION AND INVESTMENT STRATEGIES Our portfolios generally rely on fundamental securities analysis with some emphasis on utilizing charting or cyclical analysis as well. Each RiverFront portfolio manager follows a specific investment philosophy that will detail the mix of these analysis methods. Portfolio quality and concentration requirements are established to provide an overall discipline and structure to the portfolio. Such strategies ordinarily include long- and short-term purchase of equity and fixed income securities, exchange traded funds (“ETFs”), and closed-end funds (“CEFs”). However, in special circumstances the strategies may also include short-term trading. Short-term trading is generally defined as selling a position within 30 days of purchase. INSTITUTIONAL STRATEGIES The Large Cap Core Portfolio is designed for investors seeking long term capital growth that aim to outpace the S&P 500 while investing in a diversified portfolio of equity securities that would be associated with the label “Blue Chip”. The Large Cap Core portfolio managers primarily employ a “bottom up” or fundamental style of investing, and maintain an investment approach that blends growth and value depending on market conditions. Additionally, the portfolio managers may employ technical analysis, the study of historical price movements and trend patterns. (There is no assurance that these movements or trends can or will be duplicated in the future.) If the company pays a dividend, consistency of payment and ability to grow the dividend will be important. “Blue Chip” companies are typically thought


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of as pace setter companies that establish the standards by which others in their fields are measured. Typically, these will be companies that have the advantage of size and can hold their own even in a recession. When fully invested, each client’s portfolio typically will have 30 to 40 equity positions with an average holding period of two years. From time to time, the Large Cap Core Portfolio may purchase ETFs and CEFs. The Small Mid Cap Portfolio is designed for long-term investors seeking total return from capital appreciation and dividend income. The portfolio managers utilize a “bottom up” fundamental style of investing to identify securities that may have been overlooked or under-appreciated by market participants, and selling at discounts to their intrinsic value or at reasonable valuations relative to their individual industry groups. Additionally, the portfolio manager may take into consideration technical analysis, the study of historical price movements and trend patterns. (There is no assurance that these movements or trends can or will be duplicated in the future). The portfolio concentrates on the universe of small and midsize U.S. traded common stocks with market capitalization between $200 million and $10 billion at the time of initial purchase. Given its small/midcapitalization holdings, the Small Mid Cap Portfolio may experience higher than average market volatility and risk, which should be offset somewhat by the equity industry and sector diversification within the portfolio. When fully invested, each client’s portfolio typically will have 30 to 50 equity positions with an average holding period of two years. From time to time, the Small Mid Cap Portfolio may purchase ETFs and CEFs. ALLOCATION STRATEGIES Growth and Income Strategies The Asset Allocation – Growth & Income Portfolios are designed for investors seeking a higher level of current income than is generally available from growth-oriented equity strategies. Although these investors need current income, they are willing to accept a lower level of income in exchange for the possibility that their level of income could increase over time. As a result, income and the potential for growth and income are the primary objectives of these portfolios; capital appreciation is the secondary objective. To achieve these objectives, the portfolios may invest in dividend paying stocks, preferred stocks, convertible securities, investment grade and high yield obligations, and other income vehicles. Additionally, the portfolio may purchase ETFs, CEFs, commodities, and emerging market debt or equity. Investors in commodity ETFs are likely to be subject to K-1 filings. The income and certain expenses of commodity ETFs are passed through to the owners, who report and pay tax on the income. The K-1 is the form used to report each owner’s share of income and certain expense items. Three Portfolios are currently offered -- Conservative, Moderate and Long-Term. The Portfolios are built around a targeted strategic asset allocation between income paying equities and fixed income securities. The strategic asset allocation target is based upon RiverFront’s recommended long-term strategy guidelines for


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growth and income investors, and may change from time to time in light of new research and analysis. The strategic allocation target for each portfolio serves as a guideline against which the portfolio will be managed. However, allocations within the portfolio models will vary from the strategic targets when, in the opinion of the strategy teams within RiverFront, a somewhat modified asset allocation offers better potential returns. These tactical asset allocation “tilts” will generally be limited to a maximum of 20% variance from each of the strategic target levels. The portfolio managers may depart from the 20% targeted allocation range during periods of significant over or under valuation in the financial markets. The primary investment performance drivers for the Asset Allocation -- Growth & Income portfolios are the asset allocation strategy and the security selection investment decisions. We expect that these two critical components of investment strategy will be substantially similar across these portfolios. Growth Strategies The Asset Allocation – Growth Portfolios are designed to meet investor needs for diversified portfolio solutions meeting defined risk objectives. Three Asset Allocation – Growth portfolio models are offered – Conservative Growth, Moderate Growth and Long Term Growth. Each model is built around a targeted strategic asset allocation among the following major asset classes: cash, fixed income, and both domestic and international equity securities. These strategic asset allocation targets are based upon RiverFront’s recommended long-term strategy guidelines, and may change from time to time in light of new research and analysis. The strategic asset allocation targets are selected such that the Conservative Growth model could be expected to have the lowest investment risk of the three portfolios, based upon historical average risk levels for these asset classes. Similarly, historical average return figures would suggest that this model also offers the lowest potential return. As the investor moves to the Moderate and Long term models, the equity allocations increase. Historical averages suggest that expected investment risk and potential return typically increase as more of the asset allocation shifts from bonds into equities. The strategic allocation targets for the Asset Allocation – Growth portfolios serve as a guideline against which these portfolios will be managed. However, sector allocations within the portfolios will vary from the strategic targets when, in the opinion of the strategy teams within RiverFront, a somewhat modified asset allocation offers better potential returns. These tactical asset allocation “tilts” will generally be limited to a maximum of 20% variance from each of the strategic target levels. For example, Conservative Growth may have a strategic allocation target for Fixed Income of 38%. As a result, in most instances this portfolio model’s allocation to a Fixed Income will range between 18% and 58%. Similarly, investment in sectors not within the strategic allocation (for example, real estate


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investment trusts [“REITs”], high yield bonds, etc.) will also generally be limited to no more than 20% of the portfolio model. Domestic equity investments for Asset Allocation – Growth portfolios will follow RiverFront’s equity models, Large Cap Core and Small Mid Cap Core. In addition, ETFs may be used to manage sector allocations for the Large Cap and Small/MidCap equity portions of the portfolios. Diversification and liquidity are paramount concerns in the management of Asset Allocation – Growth’s fixed income allocations. Achieving suitable levels of diversification and liquidity for fixed income investments may entail investments in ETFs and CEFs. Similarly, the specialized knowledge and transaction costs associated with international equity investing may make ETFs and CEFs a desirable strategy for this sector of the portfolio. For these two asset classes -- fixed income and international equity -- investment in ETFs and CEFs may form a core portfolio strategy. Additionally, the portfolio may purchase commodities, and emerging market debt or equity. Investors in commodity ETFs are likely to be subject to K-1 filings. The income and certain expenses of commodity ETFs are passed through to the owners, who report and pay tax on the income. The K-1 is the form used to report each owner’s share of income and certain expense items. RiverFront ETF STRATEGIES The RiverFront ETF Portfolio strategies are designed to meet investor needs for diversified portfolio solutions meeting defined risk objectives. Three ETF portfolio models are currently offered – Conservative Growth, Moderate Growth and Long Term Growth. Each model is built around a targeted strategic asset allocation among the following major asset classes: cash, fixed income, alternative income and both domestic and international equity securities. These strategic asset allocation targets are based upon Riverfonts recommended long-term strategy guidelines, and may change from time to time in light of new research and analysis. The strategic asset allocation targets are selected such that the Conservative model could be expected to have the lowest investment risk of the three portfolios, based upon historical average risk levels for these asset classes. Similarly, historical average return figures would suggest that this model also offers the lowest potential return. As the investor moves to the Moderate and Long term models, the equity allocations increase, Historical averages suggest that expected investment risk and potential return increase as more of the asset allocation shifts from bonds into equities. The portfolio may purchase commodities, and emerging market debt or equity. Investors in commodity ETFs are likely to be subject to K-1 filings. The income and certain expenses of commodity ETFs are passed through to the owners, who report and pay tax on the income. The K-1 is the form used to report each owner’s share of income and certain expense items.


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Item 5 EDUCATION AND BUSINESS STANDARDS Persons employed to provide advisory services will have a college degree or experience in the financial services industry. Appropriate professional designations and certifications are encouraged.

Item 6 EDUCATION AND BUSINESS BACKGROUND Michael Jones, CFA, Chief Investment Officer Born in 1963, Michael began his career in 1985 as a credit analyst for Central Fidelity Bank, and ultimately rose to become Mortgage Backed Securities Portfolio Manager for the bank. Michael moved to New York in 1991, serving as MBS Portfolio Manager for Alliance Capital Management. Michael returned to Richmond to join Ryland Capital Management, a start-up money manager that was soon acquired by Wheat First Butcher & Singer. Before and after the acquisition, Michael served as Director of Fixed Income Research and in that capacity he managed portfolios and developed proprietary analytical software. Michael became Chief Fixed Income Officer for Mentor in 1996, and was made Co-Head of Fixed Income when Mentor was merged into Evergreen Investment Management. Michael was named Chief Investment Officer for Wachovia Securities in 2002. As Chief Investment Officer, Michael led all aspects of advice at the firm, including asset allocation, tactical strategy, and portfolio implementation, and was responsible for the management of more than $75 billion in discretionary portfolio assets. Michael has a BA in Economics from the College of William & Mary and an MBA from the Wharton School at the University of Pennsylvania. He received his CFA designation in 1990. Rod Smyth, Chief Investment Strategist Born in 1961, Rod is an Irishman with more than 20 years of Global Investment experience. He has lived and worked in the securities industry in Asia, Europe and North America. Trained in Japan by Nomura Securities in 1983, he worked as an Asian specialist for Citicorp on Wall Street from 1985-1988. In 1988 Rod went home to Ireland where he worked for six years as a portfolio manager investing in the US, Asian and Latin American markets. In 1993, Rod returned to Japan as the Investment Strategist for Baring Securities in Tokyo. Since 1996, Rod has been in Richmond, Virginia, with Wachovia and its predecessor firms in various key investment roles. Rod was appointed Wachovia Securities, LLC, Chief Investment Strategist in 2000. He is widely quoted in the media and appears frequently on CNBC, PBS and Bloomberg. Rod has an MA in Economics from Dundee University in Scotland.


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Doug Sandler, CFA, Chief Equity Strategist Born in 1970, Doug was formally a Managing Director and Chief Equity Strategist of Wachovia Securities. In that role, Doug was responsible for the equity advice portion of the Advisory Services Group. He led a team of talented and experienced portfolio mangers and strategists, whose goal was to provide independent and unambiguous equity advice. The work of his team included actively managed portfolios, weekly investment pieces, and the regular monitoring of widely held positions of the firm’s clients. Doug’s career at Wachovia Securities, which began in 1992, has included positions in fixed income trading, portfolio management, and marketing. He completed the CFA designation in 1997 and has a BS in accounting and an MBA from the University of Richmond, graduating with honors. Doug is also a regular guest on the financial news channels (CNBC, Bloomberg) and is frequently quoted in the financial press. Additionally, Doug sat on the Investment Policy, Leadership, and Deal Committees at Wachovia Securities. Peter J. Quinn, Jr., Chief Operating Officer Born in 1960, Pete has 25 years of industry experience and spent much of his career at Wachovia Securities and its predecessor firms. He worked in all areas of the firm including capital markets, asset management and retail brokerage. While serving as president of the asset management unit’s distribution company (Mentor Distributors), AUM grew from $500 million to over $16 billion before the unit was merged into the Evergreen Funds following First Union’s acquisition of Wachovia. After the merger, Pete served as President of Wachovia Securities Private Client Group where he was responsible for more than 5,000 associates located in 320 offices in 48 states. Pete obtained a BA in Accounting from the College of William & Mary in 1982 and completed his MBA at the University of Richmond in 1995. Tim Anderson, CFA, Chief Fixed Income Officer Born in 1963, Tim’s investment career spans more than 20 years and has been focused on the active management of core, core plus, and high yield bond portfolios. Since 2004, Tim served as Wachovia Securities’ Chief Fixed Income Strategist. In this role he was responsible for managing the traditional and alternative fixed income holdings in discretionary, actively managed portfolios and for developing, implementing, and communicating fixed income strategies. Tim has been a frequent guest on CNBC. He earned a BS in Finance from DePaul University and an MBA from the University of Chicago. He received his CFA designation in 1993. Sam Turner, CMT, Director Large Cap Portfolio Management Born in 1973, Sam was formerly a Senior Vice President and Portfolio Manager at Wachovia Securities, where he was responsible for the management of large cap equity funds within the Advisory Services Group since 2000. He was also actively involved with Wachovia Securities' advice team, publishing weekly reports and


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contributing to the firm's tactical asset allocation decisions. Sam received his Chartered Market Technician designation in 2007 and earned his Bachelor of Business Administration degree from James Madison University. Paul Louie, Director Small/Mid Cap Portfolio Management Before joining RiverFront, Paul spent more than 13 years as a research analyst and senior portfolio manager with Wachovia Securities and its predecessor companies in Richmond. In 2000, Paul maintained a small/mid cap buy list, which became an active separately managed account in 2002 and was offered as part of Wachovia’s Compass Advisory program. He earned his BS in Management from Virginia Polytechnic Institute and State University. Paul was born in 1967. Chris Konstantinos, Portfolio Risk Manager Born in 1977, Chris is the firm’s Portfolio Risk Manager. Chris began his career at Wachovia in 2000 and worked in various capacities with the Advice Group including Portfolio Manager, Portfolio Risk Manager and Sector Specialist covering technology. Additionally, he oversaw the firm’s Priority List for four years. Chris graduated with a Bachelor of Science in Business Administration from the Kenan-Flagler School of Business, University of North Carolina at Chapel Hill. Wendy Smailes, Chief Compliance Officer Wendy, who was born in 1963, is the Chief Compliance Officer for RiverFront Investment Group. For the past five years, she served as the Compliance Liaison for the Advisory Services Group at Wachovia Securities. In this capacity, she has worked with Management, Compliance & Legal personnel and several Regulators to ensure that the Group was consistently operating within all applicable regulations and guidelines. Wendy joined a predecessor of Wachovia Securities in 1993. She graduated from Muhlenberg College in Allentown, PA, with a Bachelor of Arts degree.

Item 8 C (1) & (3) OTHER FINANCIAL INDUSTRY ACTIVITIES OR AFFILIATIONS RiverFront is affiliated with Baird Financial Corporation (“BFC”) as a result of BFC’s indirect greater than 25% ownership of RiverFront. BFC is the parent of Robert W. Baird & Co. Incorporated (“Baird”), a registered broker-dealer and investment adviser. RiverFront provides various investment advisory and consulting services to Baird and clients of Baird, including providing discretionary asset management services to Baird clients through the Baird Advisory Choice Program.


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Item 9 E PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS RiverFront permits its employees to engage, on a limited basis, in personal securities transactions. To avoid any potential conflicts of interest involving personal trades, RiverFront has adopted a Code of Ethics (“Code”), which includes formal insider trading and personal security transactions policies and procedures. RiverFront’s Code requires, among other things, that its employees:

Place the integrity of the investment profession, the interests of clients, and the interests of RiverFront above one’s own personal interests;

Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets;

Adhere to the fundamental standard that he or she should not take inappropriate advantage of his or her position;

Avoid any actual or potential conflict of interest; Conduct all personal securities transactions in a manner consistent with the

Code; Use reasonable care when conducting investment analysis, making

investment recommendations, taking investment actions, and engaging in other professional activities;

Promote the integrity of, and uphold the rules governing, capital markets; and

Comply with applicable provisions of the federal securities laws. RiverFront’s Code also requires employees to: (1) pre-clear certain personal securities transactions, (2) report personal securities transactions on at least a quarterly basis, and (3) provide RiverFront with a detailed summary of holdings (both initially upon commencement of employment and on a regular basis thereafter) over which the employee has a direct or indirect beneficial interest. A copy of RiverFront’s Code shall be provided to any client or prospective client upon request.

Item 10

MINIMUM CONDITIONS RiverFront manages a variety of model portfolios each with prescribed investment minimum requirements ranging up to $1,000,000. RiverFront will also assess a minimum quarterly fee not to exceed $2,500 to accounts receiving ongoing investment advisory services depending on the model portfolio. However, RiverFront has the discretion to waive both minimum investment criteria. Accounts with a small balance may pay a higher annual fee than those normally charged by other investment advisers.


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Wrap fee client minimums are generally $100,000 for the Foundation and ETF strategies and $200,000 for the Asset Allocation strategies. Fees are typically negotiated between the client and Program Sponsor.

Item 12 A INVESTMENT DISCRETION When a client agrees to discretionary management, RiverFront will be responsible for selecting the amount of securities to be bought and sold. The only limitations on the investment authority will be those limitations imposed in writing by the client. Any client-imposed investment restrictions involving a security held in RiverFront’s model portfolio will remain invested in cash. Therefore, in certain market conditions, clients could obtain higher or lower performance than RiverFront’s similarly managed accounts. In the course of providing our services, we will execute trades for our clients through broker-dealers. When a client has given us broker discretion, there is no restriction on the brokers we may select to execute client transactions. Our general guiding principle is to trade through broker-dealers who offer the best overall execution under the particular circumstances. With respect to execution, we consider a number of factors, including if the broker has custody of client assets, the actual handling of the order, the ability of the broker-dealer to settle the trade promptly and accurately, the financial standing of the broker-dealer, the ability of the broker-dealer to position stock to facilitate execution, our past experience with similar trades, and other factors which may be unique to a particular order. Based on these judgmental factors, we may trade through broker-dealers that charge fees that are higher than the lowest available fees. In addition, broker-dealer fees may vary and be greater than those typical for similar investments if we determine that the research, execution and other services rendered by a particular broker merit greater than typical fees. Also, in certain instances we may execute over the counter securities transactions on an agency basis, which may result in advisory clients incurring two transaction costs for a single trade: a commission paid to the executing broker-dealer plus the market makers mark-up or mark-down. Orders for the same security entered on behalf of more than one client will generally be aggregated (bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders; filled orders shall be allocated separately from subsequent orders. All clients participating in each aggregated order shall receive the average price and if applicable, pay a pro-rata portion of commissions. Transactions are usually aggregated to seek a lower commission, lower costs, or a more advantageous net price. However, tax-loss-sell orders in the same security as a bunched trade will generally not be included in the aggregated order placed by RiverFront.


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RiverFront is not obligated to acquire for any account any security that we or our officers, partners, members or employees may acquire for their own accounts or for the account of any other client, if in RiverFront’s absolute discretion it is not practical or desirable to acquire a position in such security. Clients may direct RiverFront in writing to use a particular broker-dealer to execute all transactions for that client’s account. In that case, each directed client will negotiate terms and arrangements for their own account with that broker-dealer. For clients who direct RiverFront to use a particular broker-dealer, generally the placing of orders for these clients occurs independently (“directed clients”). Due to the direction to use a specific broker-dealer, RiverFront is unable to include these client transactions with other non-directed clients in a “batched” or combined order and directed clients may not receive the same overall execution or commission rates (typically an average rate) that clients who do not direct RiverFront receive otherwise. Accordingly, directed clients may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. When possible, RiverFront may attempt to request that the executing broker-dealer for non-directed client transactions “step out” the portion of the transaction to the broker-dealer specified by a directed client. In cases when a step out is possible, the directed client may pay an additional amount of transaction-based compensation to the broker-dealer willing to step out a portion of the transaction. This may increase the total transaction costs incurred by directed clients than might otherwise be the case for non-directed clients. Further, by directing RiverFront to use specific broker-dealers, directed clients may not be able to participate in initial public offerings or secondary offerings placed by underwriters unless the directed broker-dealer is the underwriter of the offerings. In addition, RiverFront may not be able to place all orders for both directed and non-directed clients at the same time. Orders for non-directed clients typically are placed first before orders for directed clients and when the transaction involves thinly-traded securities, trades placed after other trades may be filled at inferior prices if prices have moved adversely. Orders for directed clients thereafter are placed on a rotational basis. In this way, RiverFront uses its best efforts to provide fair and equitable treatment to its directed clients over time. We use research and trading services furnished by brokers with respect to the securities markets, the economy, particular industries, individual issues, and similar topics having broad applications to client accounts. We use research and trading services for the benefit of all of RiverFront’s clients, including clients whose securities transactions are not effected by the broker providing such services. WRAP FEE PROGRAMS Generally, the client under a wrap fee arrangement enters into an investment advisory agreement with the Program Sponsor. RiverFront maintains exclusive investment discretion as to which securities shall be purchased or sold in a client’s


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account in a manner consistent with the client’s selected management style, investment objectives, policies and restrictions and the capabilities of the client’s selected custodian. In some wrap fee arrangements, the client enters into a single agreement with the Program Sponsor under which the client pays a single fee to the Program Sponsor. The Program Sponsor is then responsible for paying RiverFront’s fees. Often the Program Sponsor has the discretion to select and terminate the services of RiverFront; in some situations, the client is responsible for those decisions. In other wrap fee arrangements, often known as “dual contract” arrangements, the client enters into an agreement with the Program Sponsor and a separate agreement with RiverFront. In these arrangements, the client may pay two fees, one to the Program Sponsor and another to RiverFront. In determining the suitability of RiverFront’s investment management style selected by the wrap fee program client to the individual needs and financial situation of such client, RiverFront relies on the Program Sponsor’s extensive information on the prospective client. This information may come from, among other things, a personal interview of the client or a written questionnaire completed by the client who provided certain financial and other relevant date, including investment objectives, risk tolerance and investment restrictions, if any. In evaluating the wrap fee arrangement, a client should recognize that brokerage commissions for the execution of transactions in the client’s account are generally not negotiated with RiverFront. Transactions are generally effected without commissions. A portion of the wrap fee is generally considered as being in lieu of brokerage commissions. It is customary that all brokerage transactions will be executed through the Program Sponsor because the wrap fee covers only brokerage commissions effected through the Program Sponsor. Brokerage transaction charges associated with transactions placed through broker-dealers other than the Program Sponsor are not inclusive in the wrap fee arrangement and will be the responsibility of the client. Trade Order Rotation As indicated above, if a client retains RiverFront through a wrap fee arrangement, RiverFront will generally execute transactions for the client’s account through the client’s Program Sponsor, in order to enjoy the greatest cost benefits of the wrap fee program. Given the multiple wrap fee Program Sponsors through which our clients participate, when RiverFront trades a security, RiverFront will execute the transaction through more than one broker/dealer. When placing such trades, RiverFront will attempt to follow a methodology for contacting wrap fee Program Sponsors in a pre-determined order that is fair and equitable to all clients so that no group of clients is favored or disfavored over any other clients. However, consistent with its duty to seek the best execution of transactions, RiverFront may not choose to execute trades through a Program Sponsor when RiverFront reasonably believes in good faith that another broker dealer will provide


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a more favorable transaction for the client’s account taking into consideration the price, including any commission or dealer markup or markdown, execution capabilities, speed, efficiency, confidentiality, familiarity, with potential purchasers or seller, or other relevant matters. If RiverFront uses a broker dealer other than the sponsoring broker dealer, the client’s account may be charged a commission or other fees that are not included in the wrap fee paid by the client to the Program Sponsor.

Item 12 B RECOMMENDING BROKERS Absent an existing brokerage relationship RiverFront will assist the client in developing a relationship with a broker-dealer with which RiverFront has a relationship with which may include its affiliate, Robert W. Baird & Co., Incorporated (“Baird”). RiverFront will make recommendations based on the needs of the client and the services provided by the broker/custodian such as ability to execute trades, margin rates, on-line access to accounts, transaction charges, consolidated reporting, duplicate monthly statements, access to mutual funds, including lower sales charges than for direct purchases and lower minimum purchase amounts.

13.A ADDITIONAL COMPENSATION As previously noted, RiverFront provides advice as part of wrap fee programs sponsored by various broker-dealers, including its affiliate, Baird. Certain economic benefits are received as a result of these broker-dealer relationships. These benefits may include: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk serving program participants exclusively; the ability to have investment advisory fees deducted directly from client accounts; access to an electronic communication network for client order entry and account information; receipt of various publications; proprietary research; and participation in broker/custodian-sponsored conferences.

Miscellaneous Proxy Voting RiverFront may vote proxies on behalf of its clients. Our Proxy Administrator is charged with identifying the proxies upon which we will vote, voting the proxies in the best interest of clients, and submitting the proxies promptly and properly. We have engaged our Proxy Administrator to vote your proxies in the interest of maximizing shareholder value. To that end, the Proxy Administrator will vote in a way that it believes, consistent with our fiduciary duty, will cause the issue to increase the most or decline the least in value. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.


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We have currently identified no conflicts of interest between our client interests and our own within our proxy voting process. Nevertheless, if faced with a material conflict of interest in voting a client’s proxy, the Proxy Administrator will use pre-determined guidelines and research to determine the appropriate vote. Our complete proxy voting policy and procedures are memorialized in writing and are available for review upon request. In addition, our complete proxy voting record is available to our clients, and only to our clients. Please contact us if you have any questions or if you would like to review either of these documents.

Privacy Policy

Our Commitment to You

Riverfront Investment Group is committed to protecting the privacy and security of our clients'

information. Financial Advisors and their clients trust us with personal and financial information, and

we honor that trust by handling all information carefully and sensibly. This notice outlines the

Standards we use for protecting information

Security Standards

Riverfront Investment Group, LLC ("Riverfront") continually reviews, updates and improves our

security standards and procedures to help us protect your confidential information. We also take the

following measures:

Extraneous copies of documents, notes and working papers, and other material that may

contain confidential information about you are carefully and securely destroyed to help protect

your privacy.

Only those individuals who need to do so as a part of their job responsibilities are authorized

to have access to your information.

We regularly train our employees on privacy and information security, and on their obligations

to protect your information.

The Information We Gather to Better Serve You

When you hire Riverfront to manage investment portfolios, we may ask for information such as where

you work, your income and other investments, your financial goals, and other related information. We

use this information to help us evaluate your current and long-term income needs and your risk

tolerance, all of which is critical in helping us manage investment portfolios to help you achieve your

financial goals.

The Information We Share

Riverfront may at times be required to share information about you with Federal and State regulatory

or legal authorities. Only the appropriate information which we are obligated to provide according to

State and Federal laws and regulations will be made available to these authorities. We do not sell

customer lists or individual client information. We do not disclose client names and information to

nonaffiliated parties except where we are required to make that information available to legal and

regulatory authorities, or as permitted by law to assist us in providing services to you. For example,

Riverfront may disclose information about you to certain non-affiliated third parties such as attorneys,

accountants, auditors and persons or consulting firms who are evaluating our business or are

assessing our compliance with industry standards. We enter into contractual agreements with all

nonaffiliated third parties that prohibit such third parties from disclosing or using the information other

than to carry out the purposes for which we disclose the information.

No personal information, including that regarding your investment portfolio or the terms of your

management agreement with Riverfront will be disclosed, except with your express permission, as

permitted or required by law, or as necessary to provide services to you. Many financial institutions

outsource some of their processing and clerical work to specialists in order to improve their efficiency.

Riverfront anticipates that it too will outsource some of this work performed on your behalf, including

for example, the independent reconciliation and verification of clients' assets and portfolio accounting

information. We will be highly selective in choosing those companies, and we will restrict the

information we provide them to only what they need to do their job. We will require them to comply

with strict standards of security and confidentiality. They will not be permitted to release, to use, or to

transfer any client information to any other party for their own purposes.

We will at times select other companies, at our discretion, to provide products and services that we or

affiliated companies also provide, such as securities brokerage services. Only the information about

you and your portfolios managed by Riverfront that is required by legal and regulatory authorities, if

any, will be released to those firms. In all cases we will require those firms to adhere to strict

standards of security and confidentiality. They will not be permitted to release, to use, or to transfer

any of your information to any other party for their own purposes. In all cases we recognize the great

responsibility we have on behalf of our clients to maintain the security and the confidentiality of your

personal information.

Offering You Choices

Riverfront offers a variety of financial products and services to meet your financial goals, and we want

to let you know about them when they could be of interest to you. We recognize, however, that you

might have preferences about how we contact you to let you know about them. You may also have

questions about how we will handle specific circumstances regarding your personal information, or

would like to tell us how you prefer we handle the security and availability of your personal

information. To discuss these or any other questions, express your preferences, or give us feedback,

contact us at [email protected].

Riverfront Investment Group, LLC.

9011 Arboretum Parkway

Suite 110

Richmond, Va. 23236

Revised March 1, 2008

Riverfront Investment Group, LLC (Riverfront) is an investment advisor providing discretionary equity

and fixed-income portfolio management services to corporations, retirement plans, endowment funds

and foundations, individuals with substantial net worth, and financial institutions such as trust

companies and bank trust departments (collectively, "Clients"). Unless a Client specifically directs

otherwise in writing, the investment management agreements generally authorize Riverfront to vote

proxies on behalf of Clients pursuant to Riverfront's fiduciary obligations. Riverfront will vote proxies in

the interest of maximizing value for Riverfront's clients. Riverfront understands that proxies are an

asset of a client, which should be treated with the same care, diligence, and loyalty as any asset

belonging to a client. To that end, Riverfront will vote or withhold a decision to vote in a way that we

believe will cause the value of the issue to increase the most or decline the least. In light of our

fiduciary duties, and given the complexity of the issues that may be raised in connection with proxy

votes, Riverfront has retained Broadridge Financial Solutions, Inc. (“Broadridge”) to assist us voting

client proxies. ISS specializes in providing a variety of fiduciary-level proxy-related services to

investment managers. Riverfront's proxy voting policy is available upon request. A Client may obtain a

record of Riverfront's proxy voting for such client or a copy of Riverfront's proxy voting policy by

contacting us at [email protected].

Documents

Riverfront Investment Group, LLC ADV Part II, Privacy and ...F O R M A D V Applicant SEC File Number Date Part II - Page 5 RiverFront Investment Group, LLC 801-68810 03/31/2009 9