FEE SCHEDULE FOR SEPARATELY MANAGED PORTFOLIOS

Adviser bases its fees on a percentage of assets under management. The annual fee as stated in the Investment Management Agreement is based on a percentage of the investable assets according to the following schedule:

For any account over $10,000,000, the first 2 tiers of fees, 1.00% and 0.75%, are waived, with the result that the fee on the first $10,000,000 is 0.50% of assets. Fixed Income Only portfolios are managed at a 30% discount to the standard fee schedule. New accounts are subject to a one million dollar ($1,000,000) minimum market value at inception. Current client relationships may exist where the fees are higher or lower than the fee schedule above. Fees may be negotiable in certain instances (i.e., size of account, current client or relative, etc.)

Investment management fees are billed quarterly in advance (meaning that they are invoiced at the beginning of the three-month billing period), or as otherwise agreed. Unless otherwise agreed, fees shall be prorated for periods of less than three months in the case of new accounts and terminated accounts. Prorated fees will not be billed on mid-quarter additions to existing accounts nor refunded on non- terminating withdrawals by the Client.

At Adviser’s discretion, Adviser may aggregate asset amounts across several accounts belonging to a household (or group of households) to determine the advisory fee for those Client accounts. Adviser may do this, for example, when it services accounts on behalf of the client’s minor children, individual and joint accounts for a spouse, and/or other types of related accounts. This consolidation practice is designed to allow the benefit of an increased asset total, which could potentially qualify the Clients’ account(s) for a reduced advisory fee based on the asset level thresholds available in our fee schedule.

Payment in full is expected upon invoice presentation. Fees are usually deducted from a designated Client account to facilitate billing. Clients must consent in advance to direct debiting of their investment accounts. They must provide written authorization permitting the fees to be paid directly from their account held by the qualified custodian. Once authorized to debit the account, fees are debited quarterly directly by the custodian and paid to the Adviser.

Further, the qualified custodian will deliver an account statement at least quarterly directly to the Client indicating all the amounts deducted from the account including the Adviser’s advisory fees. Clients are encouraged to review their account statements for accuracy. The Adviser receives duplicate copies of the custodian statements that were delivered to Clients.
Adviser also earns fees from unaffiliated third-parties to whom it provides sub-advisory services.

Clients may terminate their agreements with Adviser at any time effective immediately upon giving written notice. Adviser may terminate an Agreement with a Client after providing at least thirty (30) days’ written notice from Adviser to Client. Unless otherwise agreed, fees shall be prorated for periods of less than three months in the case of new accounts and terminated accounts. Prorated fees will not be billed on mid-quarter additions to existing accounts nor refunded on non- terminating withdrawals. The date to prorate terminated accounts shall be the date that the Adviser’s investment responsibilities cease. Upon termination, the Client is responsible for monitoring the securities in their accounts, and the Adviser will have no further obligation to act or to advise the Client with respect to those assets.