Asset Strategy Consultants LLC

Fees and Compensation
   Fee Schedule
   The client can determine to engage ASC to provide non-discretionary or discretionary
   institutional and private wealth investment advisory services on a fee-only basis. ASC’s
   annual investment advisory fee is generally based upon a percentage (%) of the market
   value of the assets placed under ASC’s management as follows:

   Traditional Consulting              OCIO                                 Private Wealth
   First 50 MM 20 bps                  First 100 MM 40 bps                  First $1 MM & below 125 bps
   Next $50 MM (to $100) 15 bps        Next $150 MM (to $250) 35 bps        Next $2MM (to $3) 100 bps
   Over $100 MM 12 bps                 Over $250 MM (to $500) 30 bps        Next $2 MM (to $5) 90 bps
                                                                            Next $5MM (to $10) 80 bps
                                                                            Over $10 MM - negotiable

   For all three client types fees are negotiable based on size, complexity and the firm’s
   resources required to service the client.

   Asset Strategy Consultants cannot receive any economic benefit from broker-dealers,
   money managers or other providers of investment services. This includes finders’ fees,
   12b-1 fees, commissions, soft-dollar payments, equipment or non-research services.
   The only source of remuneration is from services provided to ASCs’ clients, thus operating
   on a basis of total objectivity and avoiding any conflicts of interest.

   Asset Strategy Consultants will also provide project-based services. This will include
   one-time consulting projects, under which ASC has not necessarily been retained on a
   traditional asset-based agreement. The client will be charged an agreed upon project
   fee. These projects could include portfolio structure analysis, performance analysis,
   development of Investment Policy Statement, Third Party Administration search and
   Portfolio/Plan expense analysis. The fee range for project assignments is $2,500 to
   $25,000, and the standard hourly charge where applicable is $150 to $300, based on the
   extent and complexity of the required services. The client will receive a written verification
   of the scope of the project and estimated cost, prior to the initiation of the work.

   Fee Payment
   Clients may elect to have ASC’s advisory fees deducted from their custodial account. Both
   ASC's Client Advisory Agreement and the custodial agreement may authorize the
   custodian to debit the account for the amount of ASC's investment advisory fee and to

ASC’s Chief Compliance Officer, John Meehan, is available to address any questions that a client or prospective
client may have regarding this Brochure and any corresponding perceived conflict of interest any information or
arrangements described herein may create.

   directly remit that advisory fee to ASC in compliance with regulatory procedures. In the
   event that ASC invoices the client directly, payment is due upon receipt of ASC’s
   invoice. ASC shall deduct fees and/or bill clients quarterly in arrears, based upon the
   market value of the assets or, on a flat fee basis, the last business day of the previous
   quarter.

   ASC does not generally require an annual minimum fee for investment advisory services.
   ASC generally requires a minimum asset level of $10,000,000.00 for Institutional
   investment advisory clients and $1,000,000 for Private Wealth clients ASC, in its sole
   discretion, may charge a lesser investment management fee and/or waive or reduce its
   minimum asset requirement based upon certain criteria (i.e. anticipated future earning
   capacity, anticipated future additional assets, dollar amount of assets to be managed,
   related accounts, account composition, negotiations with client, etc.).

   The Client Advisory Agreement between ASC and the client will continue in effect until
   terminated by either party by written notice in accordance with the terms of the Client
   Advisory Agreement. Upon termination, ASC shall debit the account for the pro-rated
   portion of the unpaid advanced advisory fee based upon the number of days that services
   were provided during the billing quarter.

   Custodian and Other Fees
   As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, ASC shall generally recommend that various custodians,
   depending upon the clients’ needs and objectives, serve as the custodian for client
   investment management assets. Clients may also incur fees imposed by third parties,
   such as custodial, third party administration, and brokerage fees, as well as fees imposed
   directly at the money manager level. In the case of limited partnership investments, there
   may be a performance fee imposed by the partnership.

ASC’s Chief Compliance Officer, John Meehan, is available to address any questions that a client or prospective
client may have regarding this Brochure and any corresponding perceived conflict of interest any information or
arrangements described herein may create.

Types of Clients
   Asset Strategy Consultants provides independent investment advisory services to
   institutional investors - including sponsors of qualified retirement plans (defined benefit
   and defined contribution plans), endowments, foundations, corporate insurance reserves,
   trusts and private wealth.

    Methods of Analysis, Investment Strategies and
    Risk of Loss
   As an investment consulting firm, ASC is not registered to buy or sell individual securities.
   The firm’s investment consulting focus is on unaffiliated Independent Manager(s). The
   Independent Manager(s) have day-to-day responsibility for the active discretionary
   management of the allocated assets. Therefore, our methods of analysis, sources of
   information and investment strategies are:

   Asset Allocation
   Asset Strategy Consultants will provide asset allocation modeling for endowments,
   foundations, and defined benefit plan clients. Its software program has the ability to utilize
   an optimization approach based on the Markowitz mean, variance and co- variance
   methodology as well as also utilize Monte Carlo simulation. We believe this gives our
   clients the best of both worlds. The process includes an explanation and discussion of
   the fundamental characteristics of each asset class and sub-class, the basis for expected
   returns, volatility and correlations with other classes, and modeling to illustrate the impact
   based on those assumptions.

   Asset Strategy Consultants utilizes an asset optimization and analysis model designed
   to provide an understanding of the trade-offs between investment risk and return and to
   assist the client in determining a set of optimal asset allocation strategies. Model inputs
   include a set of capital market assumptions, characterizing the expected future market
   performance of the major asset classes. These performance expectations are based on

ASC’s Chief Compliance Officer, John Meehan, is available to address any questions that a client or prospective
client may have regarding this Brochure and any corresponding perceived conflict of interest any information or
arrangements described herein may create.

   a five-year outlook for the US and global economies as well as historical asset class
   performance and include the expected returns and risks for the asset classes and
   expected correlations between asset classes. Asset mix variables specific to each
   portfolio are incorporated in the asset allocation model.

   These variables include:

       •   Risk Tolerance
       •   Asset Class Preference
       •   Time Horizon
       •   Expected Return

   Manager Research
   Asset Strategy Consultants performs research on a broad range of traditional asset
   classes as well as research on alternative investment strategies including private real
   estate, real assets and natural resources, private equity, venture capital, hedge funds and
   distressed debt and loans. The following summarizes our research process for the
   strategies we cover.

   Client and Manager Profiles
   The first step in our investment manager search process is to develop an accurate
   description of an “ideal” manager candidate for the client. Finding replacement managers
   or introducing new asset classes/managers to a portfolio is both an art and a science. We
   are not simply looking for managers with excellent quantitative results; we are looking for
   managers that are the right “fit” for the total portfolio.

   Quantitative Screening
   Once the Investment Manager Candidate Profile has been created, our analytical team
   conducts a quantitative evaluation of our independent money manager database to
   identify candidates that are most compatible with the subject client’s existing or proposed
   manager structure.

   Qualitative Screening
   Qualitative screening further reduces the initial list of candidates that pass the quantitative
   screens. There are any number of managers with outstanding track records, but when
   we get to this stage of the search process, we need to really understand how results are
   achieved. Two managers may have similar records, but one manager may have
   achieved their returns utilizing more risk/volatility, while the other manager may have
   achieved the same results with less volatility but better downside protection. This is where
   we spend the bulk of our time, and further highlights the need to have a true understanding
   of the profile of the manager candidate as well as the characteristics of the total portfolio.

ASC’s Chief Compliance Officer, John Meehan, is available to address any questions that a client or prospective
client may have regarding this Brochure and any corresponding perceived conflict of interest any information or
arrangements described herein may create.

   Manager Placement on Finalists List
   Once investment management firms are identified as potential candidates, ASC interviews
   them personally to ascertain the manager’s interest, and negotiates favorable account
   size minimums and fee terms on behalf of our client. The finalist candidates are then
   presented to the client by Asset Strategy Consultants.

   Our investment analyst team oversees the manager search process. The team conducts
   the quantitative performance screening necessary to identify managers that have
   performed well on a risk adjusted basis. The team then conducts qualitative reviews of
   the managers consisting of meetings and phone conferences to document their processes
   and determine if the quality of their performance is sustainable.

   Currently, ASC allocates client investment assets among various Independent Manager(s)
   and/or private investment funds in accordance with the client’s designated investment
   objective(s).

   Independent Managers
   Asset Strategy Consultants may allocate (and/or recommend that the client allocate) a
...