Johnson Lyman Inc

Item 5. Fees and Compensation
   Description
       Johnson Lyman Wealth Advisors bases its fees either on a percentage of
       assets under management (for Wealth Management Services and Investment
       Management Services) or stated fixed fees (for Financial Planning Projects),
       as described in the following sections.
       Asset management fees incurred for Wealth Management or Investment
       Management services are billed quarterly, in advance. This means that we
       typically invoice clients during the first month of each three-month billing
       period. Asset management fees are based on the assets under management
       at the end of the previous quarter. Because these fees are based on a
       client’s assets under management, we carefully manage the conflict of
       interest which necessarily arises when we give advice on such matters as
       paying off a mortgage or purchasing a second home. Fees are usually
       deducted from one or more designated client accounts to facilitate billing.
       The client must consent in advance to direct fee debiting of their investment
       account.
       Johnson Lyman Wealth Advisors, in its sole discretion, may waive its
       minimum fee and/or charge a lesser asset management fee or other advisory
       fee based upon certain criteria (for example, historical relationship, type of
       assets, anticipated future earning capacity, anticipated future additional
       assets, dollar amounts of assets to be managed, related accounts, account
       composition, negotiations with clients, etc.).
       Fees for each our specific services are described below:

       Wealth Management Services
       Clients may engage Johnson Lyman Wealth Advisors to provide Wealth
       Management Services, defined as a combination of ongoing financial
       planning and investment management services. Prior to engaging us to
       provide Wealth Management Services, the client is required to enter into a
       formal Wealth Management Service Agreement which sets forth the terms
       and conditions under which we will provide these services.
       Johnson Lyman Wealth Advisors’ obligation to provide financial planning
       services is expressly limited to the scope of service defined in the Wealth
       Management Service Agreement.

                           Johnson Lyman Wealth Advisors

Our Wealth Management Service fee is calculated as a percentage of assets
under management as follows:
   Assets Under Management                           Annual Fee Rate
   First $1 million ($0 - $1,000,000)                @ 1.00%
   Next $1 million ($1,000,000 - $2,000,000)         @ 0.90%
   Next $1 million ($2,000,000 - $3,000,000)         @ 0.70%
   Next $1 million ($3,000,000 - $4,000,000)         @ 0.40%
   Next $1 million ($4,000,000 - $5,000,000)         @ 0.00%
   Over $5 million ($5,000,000 - no limit)           @ 0.60%

This annual fee rate schedule provides for a declining average (“all-in”)
annual fee fate on assets under management. By way of example, the
average Annual Fee Rate on $3 million ($3M) of Assets under Management
is ($1M x 1.00%) + ($1M x 0.90%) + ($1M x 0.70%) / $3M = 0.87%. For
further illustration, the average annual fee rate on $5M of assets under
management is ($1M x 1.00%) + ($1M x 0.90%) + ($1M x 0.70%) + ($1M x
0.40%) + ($1M x 0.00%) / $5M = 0.60%. Therefore, for clients that place $5M
with us, the average annual fee rate is 0.60% of assets under management.
We generally require that clients place a minimum of $3 million of assets
under management which corresponds to a minimum quarterly fee of $6,500
for our Wealth Management Services. This minimum quarterly fee serves to
cover, in part, the ongoing financial planning services that are included with
this service. We reserve the right to reduce or waive entirely such minimum
quarterly fee.
We may provide advice for held away assets such as defined contribution
plan participant accounts. These are primarily 401(k) accounts, HSA’s, and
other assets we do not custody. We regularly review the available investment
options in these accounts, monitor them, and will assist you in rebalancing
and implementing our strategies in the same way we do other accounts. We
do not directly debit the fees from these accounts, and these fees will be
assigned to client accounts where we can directly debit on a pro-rata basis.
If a client requires extraordinary planning and/or consultation services, we
may charge for such additional services. If it is necessary for us to do this,
we will specify in advance the dollar amount in a separate written notice.

Investment Management Services
Prior to engaging us to provide Investment Management Services, the client
is required to enter into a formal Investment Management Service Agreement
with us, setting forth the terms and conditions under which we will provide
these services.
Our Investment Management Service fee is calculated as a percentage of
assets under management and follows the same fee rate schedule as

                     Johnson Lyman Wealth Advisors

    outlined for Wealth Management Services in the prior section. If we accept a
    new client for Investment Manage Services, we reserve the right to reduce or
    waive entirely such minimum quarterly fee.

    Financial Planning Projects
    Fixed fees for specific Financial Planning Projects are priced according to the
    degree of complexity associated with the client’s situation. When we provide
    project-based financial planning services, fees are generally billed 50% in
    advance, with the balance due upon final delivery of the financial plan.
    Johnson Lyman Wealth Advisors generally limits such Financial Planning
    Projects to a specified time and scope and may not require the execution of a
    written service agreement to formally engage the client. If we offer a financial
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Item 7. Types of Clients
   Description
       Johnson Lyman Wealth Advisors generally provides investment advice to
       individuals, pension and profit-sharing plans, trusts, estates, charitable
       organizations, corporations, and other business entities.

   Account Minimums
       We generally require that clients place a minimum of $3 million of assets
       under management which corresponds to a minimum quarterly fee of $6,500
       for our Wealth Management and Investment Management Services. If assets
       under management fall below $3 million, we will generally continue to charge

                           Johnson Lyman Wealth Advisors

       this minimum quarterly fee; however, we reserve the right to reduce or waive
       entirely this minimum fee.