Middleton & Company

Item 5: Fees and Compensation
Please note, the Client Agreement may be terminated by the client within five (5) business days of
signing the contract without incurring any fees and without penalty. How we are paid depends on the
type of services we perform. Fees for all services may be reduced at advisors discretion. Please see
fee and compensation information below.

Types of Sabbatical Services

ReadyCheck This engagement has a flat fee of $750, paid upfront. Fees for this service may be paid
by electronic funds transfer or check. This service may be terminated with 30 days’ notice. Upon
termination of any agreement, the fee will be prorated and any unearned fee will be refunded to the
Client.

Odyssey The Odyssey Program has an ongoing flat fee pricing structure. Our fee for this service is
$2,500 per quarter, paid in advance.

Clients can select to add Investment Management Services to the Odyssey Program. Additional AUM
fees apply (see investment management services below).

Fees for this service may be paid by electronic funds transfer or check. This service may be terminated
with 30 days’ notice. Upon termination of any agreement, the fee will be prorated and any unearned fee
will be refunded to the Client.

Investment Management Services
The annual fee is based on the market value of the Assets Under Management (AUM) as of the end of
the previous quarter, and is calculated as follows:
                    Account Value                                  Annual Fee
                                                             (divided quarterly by 4)
                  First $1,000,000                                    1.00%
            Next $1,000,000 - $3,000,000                              0.75%
            Next $3,000,000 - $5,000,000                              0.65%
            Next $5,000,000 and above                                 0.50%

The annual fee is a blended fee and calculated as follows:
   1.​ Determining the percentage rates, using the levels of assets shown in the above chart resulting
       in a combined weighted fee.
   2.​ Multiplying current assets under management by the corresponding percentage(s), and
   3.​ Dividing by four.
For example, an account valued at $2,000,000 would pay an effective annual fee of 0.87% with the
annual fee of $17,500. The quarterly fee is determined by the following calculation: (($1,000,000 x
1.00%) + ($1,000,000 x 0.75%)) ÷ 4/12 = $4,375.

They are prorated on a daily basis for deposits and withdrawals and are paid in advance on a quarterly
basis.

In computing the market value of any investment contained in a client account, securities listed on any
national securities exchange shall be valued at the last quoted sale price on the valuation date on the
principal exchange on which such security is traded. Any other security or asset shall be valued in a
manner determined in good faith by TOWYN to reflect its fair market value. Any disagreement in
valuation of investments may be brought to TOWYN’s attention in writing. TOWYN’s assigned
valuations will be consistent with its fiduciary duty to act in the best interest of the client.

No increase in the annual fee shall be effective without agreement from the client by signing a new
agreement or amendment to their current agreement.

Our fees are directly debited from client accounts, with client permission. Accounts initiated or
terminated during a calendar quarter will be charged a prorated fee based on the amount of time
remaining in the billing period. An account may be terminated with written notice at least 1 calendar day
in advance. Upon termination of the account, any unearned fee will be refunded to the client.

Other Types of Fees and Expenses
Our fees are exclusive of third-party commissions, transaction fees, and other related costs and
expenses which may 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, odd-lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Our recommended custodian does not impose annual
account maintenance fees; however, termination fees may apply to account closures.

The custodian may also charge reporting fees for non-traded, unregistered, or non-priced securities
held in the client’s account. In addition, mutual funds and exchange traded funds charge internal
management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions
are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions,
fees, and costs.

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

We do not accept compensation for the sale of securities or other investment products, including
asset-based sales charges or service fees from the sale of mutual funds.

Item 7: Types of Clients

We provide sabbatical planning and portfolio management services to individuals and high net-worth
individuals.

We have a minimum account size requirement of $500,000, unless waived by the advisor.