Leelyn Smith LLC

Item 5           Fees and Compensation

A.
                                            WRAP FEE PROGRAM
         If a client determines to engage Registrant to provide investment management services on a wrap
fee basis in accordance with Registrant’s Program, the services offered under, and the corresponding terms
and conditions pertaining to, the Program are discussed in the Wrap Fee Program Brochure, a copy of which
is presented to all prospective Program participants. Under the Program, Registrant is able to offer
participants discretionary or non-discretionary investment management services, for a single specified
annual Program fee, inclusive of trade execution, custody, reporting, and investment management fees. The
Registrant shall receive as payment for its investment advisory services, the balance of the wrap fee after
all other costs incorporated into the wrap fee have been deducted. Participation in a wrap program may cost
the client more or less than purchasing such services separately. The terms and conditions of a wrap program
engagement are more fully discussed in the Registrant’s Wrap Fee Program Brochure. Conflict of Interest.
Because wrap program transaction fees and/or commissions are being paid by Leelyn Smith to the account
custodian/broker-dealer, Leelyn Smith could have an economic incentive to maximize its compensation by
seeking to minimize the number of trades in the client's account. See separate Wrap Fee Program
Brochure. The current annual Program fee range is negotiable to a maximum annual management fee of
1.25%, depending upon the amount and type of the Program assets. Certain costs, such as IRA and check
writing fees may be charged separately. Registrant shall deduct fees and/or bill clients quarterly in advance,
based upon the market value of the assets on the last business day of the previous quarter. Accounts
maintained at Schwab may be billed, in advance, on a monthly basis. Registrant may also charge a flat
annual advisory fee, which is negotiated with the client based upon the complexity of the advisory
engagement.

        Please note that this is a tiered schedule. For example, an account with a market value of $900,000
would be charged at an effective rate of 1.086% (as opposed to a general 1% fee). Please also note that the
Registrant does not combine or “household” fees within the tiered schedule; all fees are assessed at the
account level.

                                          RIA - LEELYN SMITH

        If the client determines to engage Leelyn Smith to provide investment advisory services,
Registrant’s annual investment advisory fee shall vary (generally, up to 1.25%) based upon various factors,
including the total amount of assets placed under management/advisement. Please Note: Fee Dispersion.
Because we shall generally price our advisory services based upon various objective and subjective factors,
our clients could pay diverse fees based upon a combination of factors , including but not limited to the
market value of their assets, the complexity of the engagement, the level and scope of the overall investment
advisory services to be rendered, and negotiations, similarly situated clients could pay diverse fees, and the
services to be provided by Registrant to any particular client could be available from other advisers at lower
fees (Also See Item 7 below). All clients and prospective clients should be guided accordingly.
ANY QUESTIONS: Registrant’s Chief Compliance Officer, Christopher McManama, remains
available to address any questions regarding Fee Differentials.

        Billing: Clients have the option of having fees automatically deducted from their accounts, billed to
them directly, or a combination of the two options. Clients may change their method of payment at any time.
Advisory fees are also adjusted based upon accrued interest and dividends. Thus, the advisory fee may be
based on a value other than the custodial valuation reflected in the client statement.

         Expenses / Other Fees: Fees in the Leelyn Smith Wrap Program are inclusive of brokerage
commissions, transaction fees, and other related costs and expenses that shall not be incurred by the client.
Clients may incur certain charges imposed by custodians, brokers and other third parties, such as custodial
fees, deferred sales charges, or wire transfer or electronic transfer fees. Custodians may charge transaction
fees on purchases or sales of certain no-load mutual funds and exchange-traded funds. These transaction
charges are usually small and incidental to the purchase or sale of a security. Mutual funds generally charge
an internal management fee (expense ratio), which is disclosed in the fund’s prospectus. Leelyn Smith does
not receive any portion of these commissions, fees and costs. Clients may also incur additional fees while
working with their other professional advisors (e.g., attorneys, accountants, etc.).

         Asset-Based Fees versus Transaction-Based Fee in the Wrap Programs: Custodians such as
LPL are compensated for their services which include, but are not limited to execution, custody and
reporting. LPL can charge a fixed percentage fee for its services based upon the dollar amount of the assets
placed in its custody and/or on their platform (for example: if LPL were to charge an annual percentage of
the market value of the client assets in its custody, the fee would include the execution of all account
transactions). This is referred to as an “Asset-Based Fee.” In the alternative, rather than a fixed percentage
fee based upon the market value of the assets in its custody, LPL could charge a separate fee for the
execution of each transaction. This is referred to as a “Transaction-Based Fee.” Under a Transaction Based
fee, the amount of total fees charged to the client account for trade execution will vary depending upon the
number of transactions that are placed for the account. Because Leelyn Smith cannot predict the markets
...

Item 7           Types of Clients

        Registrant’s clients shall generally include individuals, pension and profit sharing plans,
corporations, business entities and trusts.

        Minimum account size requirements: The minimum investment required for AssetMark Platform
is $100,000. Exceptions may be granted to the minimums at the discretion of ATC and Leelyn Smith.

          Leelyn Smith requires a $250,000 minimum account size unless waived or modified by registrant
in its sole discretion.

          Registrant, in its sole discretion, may charge a lesser investment management fee 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.). As a result, similarly

situated clients could pay different fees. In addition, similar advisory services may be available from other
investment advisers for similar or lower fees.