Johnson Sterling Inc

Fees and Compensation

 Fee rates and types vary based on the service category selected and the specific scope of duties required
 by each client engagement. Types of fees charged to any given client may include any one or a combination
 of the following: level retainer fees, flat fees for specific projects, hourly fees, and/or asset- based fees. Fees
 are negotiable, and fees applicable to specific service categories are described in greater detail below. JS
 reserves the right, in its sole discretion, to waive or lower fees in certain instances. None of the fees charged
 by JS, including Retirement Plan Participant Service fees, are incentive or performance-based.

 JS does not accept brokerage commissions on the sale of investment products, including mutual fund
 transactions; payments from other investment managers or mutual funds it recommends; or fees or
 payments resulting from any soft-dollar arrangements from any source.

 Clients using 55ip are not charged any additional fees. 55ip works with select Model Providers who may
 choose to subsidize all, or a portion of the fees typically charged to Clients who invest in such Models. 55ip
 partners with select Model Providers who may choose to subsidize all, or a portion of the fees typically
 charged to Clients who invest in such Models. In these instances, the Model Providers pays the fees outlined
 above to 55ip in lieu of the clients. If these Model Providers decide to no longer subsidize the fees in the
 future, 55ip will begin charging the Sub-Advisory Client accounts according to applicable agreements. Fees
 and arrangements are explicitly detailed in each Client’s agreement with 55ip.

 Asset-based fees are charged in advance, and hourly and flat fees are charged in arrears. Clients in the
 Discretionary Portfolio Service generally authorize JS to deduct advisory fees, when due, directly from
 their accounts and, at the discretion of JS, to redeem at the then current net asset value, a sufficient number
 of mutual fund shares held in the client’s account to pay fees when due. However, JS will invoice fees
 outside of a client’s account at the client’s request.

 Certain clients may hold certain securities or other property for which JS does not provide investment
 advisory services (“unsupervised assets”) in the same custody or brokerage account as the assets which
 constitute the portfolio managed or advised by JS. JS does not provide investment advisory services of any
 kind with regard to unsupervised assets, and no investment advisory fee will be charged on such assets. JS
 will have no duty, responsibility or liability with respect to the unsupervised assets, will not take the
 unsupervised assets into consideration when managing the portion of the account for which it provides
 discretionary or nondiscretionary investment advice, and will not include the unsupervised assets when
 calculating any asset-based JS advisory fee.

When a client agreement is terminated, any advance payment will be prorated for the remainder of the
management period, and any unused portion will be refunded to the client.

Fees – Individual Discretionary Portfolio Service

Representative asset-based fee schedule:

        Account Balance                                                     *Annual Fee

        First $           5,000,000                                          up to 0.50%
        Next $            5,000,000                                          up to 0.35%
        Next $           10,000,000                                          up to 0.25%
        Over $           20,000,000                                          up to 0.20%

                                *The minimum annual fee per client is $500

The maximum asset-based fee for the discretionary portfolio service shall not exceed an amount equal to
0.50% per year of total assets under management, subject to a minimum annual fee of $500. JS may stack
assets in related accounts of a single client to reach fee breakpoints, which are then applied pro rata across
all related accounts. Clients are billed quarterly in advance, with the first quarter’s fee prorated in arrears.
The calculation is based on the market value of the client’s account at the end of the prior quarter, multiplied
by the applicable Annual Fee percentage rate(s) shown above, divided by 4.

Fees for the individual nondiscretionary advisory service and the individual investment consultation service
are charged at hourly rates ranging from $85.00 to $500.00 per hour, depending on the scope ofthe
engagement, the tasks required, including the frequency of scheduled reviews, and the person or persons at
JS performing the required tasks. The per annum minimum fee for this service is typically $500.00.
Applicable hourly rates will be fully disclosed and agreed upon in writing in advance of an engagement.
Actual fees are invoiced in arrears at the end of each calendar quarter for nondiscretionary advisory services,
and are invoiced following the conclusion of the consultation for investment consultation services. Clients
may also be charged out-of-pocket expenses for administrative services associated with the engagement
such as the preparation of reports, printing, presentation media, paper,etc.

Fees for Retirement Plan Sponsor Services depend on the scope of an engagement with the Plan sponsor
and the actual services provided in an engagement. Fees are negotiable and may include any combination
of level retainer fees, flat fees for specific projects, hourly rate fees, and asset-based fees. The minimum
annual fee per plan is typically $500.00. In all cases, fees are agreed upon in writing an in advance of an
engagement and invoiced when due. Fees for advice provided to Plan Participants are separate and may be
charged directly to Plan Participants, rather than Plan Sponsors. In some cases, however, Plan Sponsors
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Types of Clients

JS generally provides investment advice to individuals, pension and profit-sharing plans, and trusts,
estates, or other charitable organizations.

Our clients include individuals, medical schools, colleges and universities, physician’s practices, law
firms, corporations, foundations, endowments, trusts and estates.

Accounts accepted for discretionary management generally must have at least $250,000 in investment
assets. For Participant Retirement Services, the minimum Participant discretionary account size is
$25,000. JS reserves the right to lower its account minimums under certain circumstances, at its
discretion.

        Methods of Analysis, Sources of Information, Investment Strategies and Risk of Loss

JS primarily gives investment advice on investing in mutual fund shares, and on unaffiliated money
managers who may be selected to manage Clients’ portfolios. When giving advice on an individual security,
JS uses both technical and fundamental analytical techniques.

In making investment recommendations with respect to Participant Retirement Services, JS constructs
model portfolios based on the funds offered through a plan, or funds available to a participant’s IRA. JS
builds long-term asset-level portfolios at a variety of risk or complexity levels for the Plan, then selects and
determines the appropriate weights for the investment options that best track each of the asset-level
portfolios. JS then continues to monitor the investment options selected, along with the asset-level
portfolios, over time to make sure they remain appropriate, and to make portfolio adjustments and re-
allocations if necessary. JS uses this information to make Participant portfolio or asset allocation
recommendations, taking into account information supplied by Participants in their account profiles.

JS subscribes to and uses databanks of both stock specific and general financial and economic information,
such as Ned Davis Research. Such information and research includes, but is not limited to, economic and
financial commentaries, investment manager selection, and other research material. JS also subscribes to
services offered by Fidelity Institutional Wealth Advisors. Fiduciary Analytics, Inc., Plan Tools Risk
Management System, and Morningstar Office, which includes Lipper data rating mutual funds, stocks,
variable annuities andclosed-end funds.

JS begins its Participant Retirement Services by building asset class portfolios at different risk levels,
ranging from conservative to aggressive. Generally speaking, JS designs up to 5 different risk levels for
each plan. After the asset-level portfolios are created for a plan, JS will select investment options from a
Plan’s fund menu to construct fund-specific portfolios for that plan. Fund specific portfolios provide
participants with a pre-determined solution to implement their asset allocation program. The objective of
investment options is to identify the most appropriate choices available to implement the asset allocation
policy. JS matches these fund-specific portfolios to the investment characteristics of specific plan
participants in order to provide discretionary or non-discretionary advice on the investment portfolios.

Please be aware that investing in securities involves risk of loss that clients should be prepared to bear.
Investment advice offered by JS relates primarily to investing in mutual funds and exchange traded funds.
A portfolio constructed at an aggressive level will obviously involve greater risk than one constructed at a
conservative level, and JSwill not recommend an aggressive portfolio strategy unless the clients’ financial
profile indicates that the client can tolerate such risk.

When using the 55ip service, there is proprietary technology guided by structured, mathematical, and rules-
based methods of analysis. This technology incorporates a tax management technique referred to as "tax
loss harvesting" and is primarily used in the following ways:

1. "Tax-Smart Transitioning" utilizes tax loss harvesting to offset realized gains and losses in order to
transition clients from legacy portfolio holdings to their target investment allocation strategy (including
Proxy Replacement Securities, as defined below). This process seeks to make moving to different
investment strategies more tax-efficient. 55ip's automated approach seeks to capture investment losses in a
client's portfolio which are then used to offset near-term tax liabilities, help increase after-tax returns, and
minimize the tax liability associated with moving to a different portfolio. Certain programs or Clients will
have access to a feature that enables additional customization of the Tax-Smart Transitioning service by
allowing certain securities in a Model to be substituted (the "Security Substitution Feature"). This feature
seeks to lower the estimated tax liability of transitioning an account's existing securities while maintaining
a similar tracking error to the target Model. The Security Substitution Feature will review an account's
existing holdings that have unrealized capital gains to determine if they are similar to securities in the target
Model, based on statistical and qualitative factors (e.g., asset class exposure and benchmark) or based on
criteria provided by the Model Provider or Client. If there's a substitution match, the existing security will
be kept in the account and used in lieu of the target Model position. Accounts utilizing the Security
Substitution Feature should expect that their positions will deviate from the target Model holdings and will
typically have increased tracking error and typically take longer for the existing holdings to invest in the
target Model positions, up to an indefinite period of time depending upon the Client provided tax bill.

2. "Ongoing Tax Management" incorporates a recurring tax loss harvesting cycle which attempts to create
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