Kellogg Asset Management LLC

Item 5 – Fees and Compensation

The fees for Kellogg’s investment management services are payable following each calendar
quarter or as agreed upon, based upon the market value of assets under management as of
the last day of such calendar quarter. In computing the market value of any investment in an
account, each security listed on any national securities exchange or quoted on NASDAQ shall

be valued at the last quoted sale price on the valuation date on the principal exchange on
which such security is traded or on NASDAQ, as the case may be. Any security or assets shall
be valued in a manner determined in good faith by the custodian of the assets to reflect its
fair market value.

A client may terminate its relationship with Kellogg with 30 days prior written notice or as
provided in the applicable investment management agreement.

The fee schedule for Kellogg’s fixed income management and equity services is provided
below. Aside from the published schedule, fees may be negotiable based on the amount of
assets managed and nature of the account.

                                                        Fixed Income         Equity
 First $5,000,000                                           .50%              1.00%
 Next $10,000,000 ($5,000,001 to $15,000,000)               .45%               .90%
 Next $10,000,000 ($15,000,001 to $25,000,000)              .40%               .80%
 Next $25,000,000 ($25,000,001 to $50,000,000)              .35%               .70%
 Next $50,000,000 ($50,000,001 to $100,000,000)             .25%               .60%
 Next $50,000,000 ($100,000,001 to $150,000,000)            .20%               .50%
 Next $100,000,000 ($150,000,001 to $250,000,000)           .15%               .40%
 Above $250,000,000                                         .10%               .30%

Kellogg also provides investment advisory services to ATC, an affiliated banking institution
with trust powers, for ATC’s clients pursuant to an agreement with ATC containing terms
and fee levels which may be different from those stated above.

ASAP Program and Asset Allocation and Portfolio/Model Management Services

The fee structure for the ASAP program, as well as asset allocation and portfolio/model
management services, is listed below. Aside from the published schedule, fees may be
negotiable based on the amount of assets managed and nature of the account.

ASAP and Asset Allocation and Portfolio/Model Management Services Fee Schedule

 First $5,000,000                                           .50%
 Next $10,000,000 ($5,000,001 to $15,000,000)               .45%
 Next $10,000,000 ($15,000,001 to $25,000,000)              .40%
 Next $25,000,000 ($25,000,001 to $50,000,000)              .35%
 Next $50,000,000 ($50,000,001 to $100,000,000)             .25%
 Next $50,000,000 ($100,000,001 to $150,000,000)            .20%
 Next $100,000,000 ($150,000,001 to $250,000,000)           .15%
 Above $250,000,000                                         .10%

Health Savings Accounts

Kellogg receives monthly fee revenue from AB based on the market value of the health
savings accounts on the billing date. Fees may be negotiable based on the amount of assets
managed and nature of the account.

Other Fee Information

Kellogg’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses that will be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third party investment advisers and other third parties such
as deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions.

Mutual funds and collective funds charge advisory and other fees, and some charge
marketing and distribution fees. Each of these mutual and collective funds incur other
administrative and trading expenses. Such fees and expenses of the funds are charged to
shareholders of the funds and are therefore borne by clients whose portfolios are invested in
such funds. Such fees and expenses are separate from and are not included in the fee
schedules described in this brochure.

Such charges, fees and commissions are exclusive of and in addition to Kellogg’s fees, and
Kellogg does not receive any portion of these commissions, fees and costs. See Item 12 for
additional information related to Brokerage Practices.

Item 7 – Types of Clients

Kellogg provides investment management services to ATC for ATC’s clients and also
manages the ASAP program, which is available to Third Party Advisors’ clients. Kellogg also
provides services to institutional investors, including banks, thrift institutions, insurance
companies, municipalities, collective funds, pension accounts, trusts, and charitable
organizations, as well as individual investors. Associated LifeStage collective funds are
available solely to clients of ATC.

The required minimum for opening an investment management account is $5,000,000. This
required minimum is subject to waiver at Kellogg’s sole discretion.

The ASAP model is available to clients of Third-Party Advisors through Envestnet’s Third
Party Models Program and may in the future be available through other Third-Party
Platforms. The clients of these Third-Party Advisors are not clients of Kellogg. The account
minimums for clients of Third-Party Advisors to participate in the ASAP program are
determined by the applicable Third-Party Advisor.

To the extent Kellogg provides advice to municipal entities, it will be consistent with the
exclusion from definition of municipal advisor set forth in Rule 15Ba1-1(d)(2)(ii) under the
Securities Exchange Act of 1934 (Exchange Act).