Middleton Dickinson Capital Management LLC

Fees and Compensation

The computation of investment management fees is based upon the portfolio assets under management according to the
scale shown below. Management fees are calculated daily by this schedule and are based upon a 360-day count year. MD
Cap prepares and sends an invoice for fees to the client, who then submits payment to our account. Additionally, all
monthly accounting statements are delivered to the client and its agents on the first business day of the month. When
calculating its fee, MD Cap may aggregate all monies under management of a client’s parent company inclusive of their
subsidiaries. MD Cap then assigns fees on a prorated basis.

© MD Cap Mgmt LLC – All rights reserved                  4                                                   Form ADV Part 2

The fees set forth are only for financial analysis and investment advisory services and do not include any other professional
services the client may contract for. Clients will bear all transaction and service charges incurred by them that are payable
to third parties in connection with securities transactions, custodial and/or trust services.

                                          Portfolio Size                    Annual %
                                          Up to          $100,000,000.00        .19%
                                          Over           $100,000,000.00        .15%
                                          Over           $500,000,000.00       .125%

           Fee for Sub Advisory Work:                                             .09%

MD Cap reserves the right to modify advisory fees based upon the nature or complexity of the services we provide. While
we believe our rate schedule is extremely competitive, it may be higher or lower than what is charged by other financial
services providers. We encourage clients to discuss any questions that may arise regarding either their investments or fees
throughout the course of our engagement.

Payment of investment management fees can be made through a debit applied to the client’s account by the custodian
holding the client’s funds and securities, or by electronic or paper invoice. To avoid any conflict of interest in having
access to the client’s funds, MD Cap uses the following criteria when payment is made through the custodian: (1) The
client must provide written authorization permitting fees to be paid directly from the client’s account held by an
independent, qualified custodian; the authorization is strictly limited to withdrawing contractually agreed-upon
Investment Adviser fees; (2) The client will receive regular (at least quarterly) reports directly from the qualified custodian
that reflect MD Cap’s fee; (3) The frequency of fee withdrawal shall be specified in the written authorization/agreement;
(4) The custodian of the account shall be advised in writing of the limitation on MD Cap’s access to the account; (5) The
client can terminate the billing authorization or agreement at any time by written confirmation.

Since custodians do not verify the accuracy of the advisory fee calculation, clients are encouraged to review each
statement received from the custodian, compare it with statements provided by MD Cap, and contact MD Cap if they have
any questions. MD Cap does not accept, nor does it require, fees for services to be performed in advance. In the event the
client requests additional services outside the scope of the Investment Management Agreement, a mutually agreed upon
fee for such services can be discussed and contracted for. MD Cap would notify the client when additional fees would
apply before engaging in efforts outside the scope of the original agreement.

A client may terminate any advisory agreement for investment management services within 5 business days of signing the
Client Investment Management Agreement if MD Cap’s ADV Part 2 is not delivered before or at the time MD Cap enters
into an advisory contract with them. Alternatively, management services are ongoing until the client receives or conveys
notice of termination or renewal. Either party may terminate the agreement by providing written notice. MD Cap will
promptly issue a refund for any unearned fees, if applicable.

Types of Clients

MD Cap’s services are provided primarily to sophisticated investors: corporations, investment companies, commodity pool
operators, hedge funds, or other institutional entities. MD Cap only manages client’s accounts via separate account
management. Disclosure of MD Cap’s services, fees, and additional information is found in this ADV Part 2 in the section

© MD Cap Mgmt LLC – All rights reserved                   5                                                    Form ADV Part 2

titled, Fees and Compensation. Clients engaging in investment advisory services are expected to play an active role in
the formulation of investment directives.

Clients may call the office at any time during normal business hours, but MD Cap recommends that clients initiate a
meeting with them no less than annually. MD Cap prefers to meet monthly in order to remain updated on all aspects of
the client’s investment objectives and to inform them of new ideas that will help achieve those objectives. However,
clients are obligated to immediately inform MD Cap of any changes in their financial situation. This provides MD Cap the
opportunity to review the managed portfolio and ensure it is still structured to help meet the client’s stated needs.

The ongoing investment management services that are provided are based upon customized needs presented by the client.
MD Cap will allocate the client’s investable assets under management among various investments approved by the client.
All clients receive individualized advice and services tailored to their financial objectives.

Methods of Analysis, Investment Strategies & Risk of Loss

MD Cap’s security analysis methods are based on their independent research and the belief in “Tactical and Strategic Asset
Allocation”. MD Cap believes its client objectives are typically best achieved through an active approach to investing
assets. Although markets are generally efficient, sufficient inefficiencies remain to make active management worthwhile.
The nature of these inefficiencies varies from market to market and is constantly changing.

Portfolio holdings or recommendations are generally judged by MD Cap’s experience, track record and performance of
like-kind investments. MD Cap generally looks to long-term timeframes when developing advice and recommendations
based upon information provided by the client. However, MD Cap will consider short-term investments appropriate if that
strategy conforms to the client’s objectives. MD Cap uses numerous publicly available sources of economic, financial, and
investment research before making its recommendations.

MD Cap’s objective is to manage fixed income portfolios for the greatest relative value over the client’s investment horizon
and within well-defined credit considerations, rather than simply purchasing yield or making volatile shifts in the portfolio
to pursue short-term rate movements. In short, MD Cap manages fixed income portfolios to produce superior results over
the course of a business cycle.

Nevertheless, the client should understand that risks are inherent in any investment and that investment decisions result
in both profits and losses. The client should be prepared to bear such losses. The client should further understand there
is no guarantee that its investment objectives will be achieved. We cannot assure a net profit, but can only use our best
judgment to help achieve a client’s investment goals. MD Cap shall not be liable for any market-related loss incurred in a
client’s account, except where the loss directly results from our negligence or misconduct.

MD Cap provides very individualized investment management services. Client portfolios are managed separately, according
to individual objectives and risk parameters, to preserve wealth and generate income. MD Cap attempts to develop specific
investment guidelines with each client by focusing on security and sector exposure limits, risk tolerances and tax
considerations. We will design a portfolio that is best suited to the client’s individual needs only after they have defined
their goals and objectives, risk tolerance, and time horizons.

MD Cap attempts to measure an investor’s goals and objectives, risk tolerance, and time horizon through an interview and
data-gathering process before devising an investment plan and portfolio structure that best fits the client’s profile. Client
participation and delivery of accurate and complete information is, therefore, critical to this process. Investment
strategies may be based upon a number of concepts and are determined by the client’s objectives. Services are highly
customized for each client.

While MD Cap makes every effort to consider tax consequences, the sale of investments may cause taxable gains or losses
to the client. Clients are welcome to consult their independent personal tax adviser about tax consequences resulting
from transactions or any particular investment held in their account.

© MD Cap Mgmt LLC – All rights reserved                  6                                                   Form ADV Part 2