Charter Capital Management LLC

Item 5 – Fees and Compensation
Wealth Management Services
Fees are calculated based on a percentage of the account’s market value (asset-based fee).
The specific manner in which fees are charged by CCM is established in a client’s written
investment advisory agreement with CCM. CCM will generally bill its fees in advance on a
quarterly basis. Clients may elect to be billed directly for fees or to authorize CCM to
directly debit fees from client accounts. Any fee deducted from a client’s account is fully
disclosed on account statements. Management fees shall be prorated for each capital
contribution made during the applicable billing period (with the exception of de minimis
contributions). No refund of fees paid for a billing period will be made if capital

                          CHARTER CAPITAL MANAGEMENT, LLC

withdrawals are made during a billing period. Accounts initiated during a calendar quarter
will be charged a prorated fee. Upon termination of an account, any prepaid, unused
quarter will be refunded. Fees for existing clients may be based on prior fee schedules. In
select situations fees are negotiable.

                                       Annual Advisory Fee Schedule

                            Size of Account                    Yearly Fee

                          First    $    500,000                   1.00%

                          Next     $    500,000                   0.90%

                          Next     $ 2,000,000                    0.80%

                          Next     $ 2,000,000                    0.60%

                          Over     $ 5,000,000                    0.50%

CCM’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third party investment and other third parties such as fees
charged by managers, custodial fees, wire transfer and electronic fund fees, and other fees
and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-
traded funds also charge internal management fees, which are disclosed in a fund’s
prospectus. Such charges, fees, and commissions are exclusive of, and in addition to, CCM’s
fee.

Item 12 further describes the factors that CCM considers in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of their
compensation (e.g., commissions).

Transferring Accounts to CCM’s Management
As part of our investment advisory services, we will recommend that clients transfer their
accounts to the management of CCM. This may include transferring assets from an
employer’s retirement plan to an individual retirement account (“IRA”). If a client follows a
CCM recommendation and transfers assets to be managed by CCM, we will charge an asset
based fee as set forth in the client’s executed CCM advisory agreement. This practice
presents a conflict of interest because CCM has an incentive to recommend management of

                          CHARTER CAPITAL MANAGEMENT, LLC

assets for the purpose of generating fee based compensation. Importantly, there is no
obligation, contractually or otherwise, to execute a recommended transfer.

There are many issues that need to be considered when evaluating whether or not to
transfer accounts to the management of CCM including taxes, fees, services provided,
investment alternatives and risk level. Clients are encouraged to thoroughly evaluate all
the costs and benefits of all of their options before proceeding.

Retirement Plan Advisory Services
Fees are generally calculated based on a percentage of the plan’s market value
(asset-based fee). Advisory fees can be deducted from plan assets (from the plan
participant accounts), paid by the plan sponsor, or come from a combination of the
participant accounts and plan sponsor. The specific manner in which fees are calculated
and when and how fees are paid are typically determined by an agreement between the
plan sponsor and CCM and the custodian’s procedures. Management fees will not be
adjusted for capital contributions made during the applicable billing period. No refund of
fees paid for a billing period will be made if capital withdrawals are made during a billing
period. Upon termination of an agreement, any prepaid, unused quarter will be refunded.
The fee charged as a percentage of assets is negotiable and will vary depending on a
number of factors including size of plan, number of participants, geographic location(s) of
plan sponsor and participants, and specific services CCM is contracted to perform for the
plan.

CCM’s fees are exclusive of other service provider fees including third party administrators,
recordkeepers, and custodians. Fees may be assessed by each of these service providers
and paid by the plan sponsor and/or from plan assets. Mutual funds, exchange-traded
funds and collective investment trusts selected as investment options for the plan also
charge internal management fees, which are disclosed in a fund’s prospectus. Such charges
and fees are exclusive of, and in addition to, CCM’s fee.

Item 7 – Types of Clients
CCM provides advisory services to individuals, high net worth individuals, trusts, pension
and profit-sharing plans and foundations. Required account minimums vary based on
client circumstances and the scope of services provided.

CCM provides retirement plan advisory services to pension and profit sharing plans. CCM
has a minimum plan size of $1,000,000 for its retirement plan advisory services. CCM has
discretion to waive this minimum.