Perennial Investment Advisors LLC

Item 5: Fees & Compensation

    Compensation for Our Advisory Services

    Asset Management:

    LPL:

    The maximum annual fee to be charged to the client’s account(s) will not exceed 2.00%. The fee to be
    assessed to each account will be detailed in the client’s signed advisory agreement, LPL Account
    Application or LPL Tiered Fee Authorization form. Fees are billed on a pro-rata basis quarterly in
    advance based on the value of the account(s) on the last day of the previous quarter. Fees are
    negotiable and will be deducted from the account(s). Our firm bills on cash unless otherwise

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    indicated in writing. Please note that fees will be adjusted for deposits and withdrawals made during
    the quarter. If accounts are opened during the quarter, the pro-rata advisory fees will be deducted
    during the next regularly scheduled billing cycle. In rare cases, our firm will agree to direct bill clients.
    As part of this process, Clients understand the following:

         a) LPL as the client’s custodian sends statements at least quarterly, showing all disbursements
            for each account, including the amount of the advisory fees paid to our firm;
         b) Clients provide authorization permitting LPL to deduct these fees;
         c) LPL calculates the advisory fees for all fee schedules and deducts them from the client’s
            account.

    Fidelity and Schwab (Refer to Section 12):

    The maximum annual fee charged for this service will not exceed 2.00%. Fees to be assessed will be
    outlined in the advisory agreement to be signed by the Client. Annualized fees are billed on a pro-
    rata basis quarterly in advance based on the value of the account(s) on the last day of the previous
    quarter. Fees are negotiable and will be deducted from client account(s). Our firm bills on cash unless
    otherwise indicated in writing. Adjustments will be made for deposits and withdrawals during the
    quarter. In rare cases, our firm will agree to directly invoice. As part of this process, Clients
    understand the following:

         a) The client’s independent custodian sends statements at least quarterly showing the market
            values for each security included in the Assets and all account disbursements, including the
            amount of the advisory fees paid to our firm;
         b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our
            firm will send an invoice directly to the custodian; and
         c) If our firm sends a copy of our invoice to the client, a legend urging the comparison of
            information provided in our statement with those from the qualified custodian will be
            included.

    Financial Planning & Consulting:

    Our firm charges on an hourly or flat fee basis for financial planning and consulting services. Each
    Investment Adviser Representative (“IAR”) will negotiate a financial planning & consulting fee with
    the client and quote a fee before rendering services. The total estimated fee, and ultimate fee charged,
    is based on the scope and complexity of the engagement. The fee will be based on several factors,
    including, but not limited to: the specific services to be provided; the number of meetings required
    to complete the services; the number of parties and/or other professionals involved; the areas of
    review and analysis; the staff resources, travel, time and research needed. Fees may be different from
    one IAR to another.

    Hourly fees typically range up to $350 per hour while flat fees typically range up to $25,000 per
    engagement. In certain instances, however, IARs may be permitted to charge a higher fee. Our firm
    requires a retainer of 50% of the ultimate financial planning or consulting fee at the time of signing.
    The remainder of the fee will be directly billed to the client and due within 30 days of a financial plan
    being delivered or consultation rendered. Our firm will not require a retainer exceeding $1,200 when
    services cannot be rendered within 6 months.

    Retirement Plan Consulting:

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    Our Retirement Plan Consulting services are billed based on the percentage of Plan assets under
    management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and
    complexity of our engagement with the client. Fees based on a percentage of managed Plan assets
    will not exceed 1.00%. The fee-paying arrangements for Retirement Plan Consulting service will be
    determined on a case-by-case basis and will be detailed in the signed consulting agreement. Clients
    will be invoiced directly for the fees.

    Where you elect to offer Plan participants the option of using our Employee Advice Solution for
    discretionary investment management services, we will enter into a separate agreement with that
    participant, describing our services and fees for that service. We also ask that the participant provide
    information that will help us understand their investment objectives. In providing this service, we
    are deemed to be a fiduciary and an investment manager as defined in ERISA Section 3(38). The initial
    account fee is due at the beginning of the quarter following the execution of the separate agreement.
    Subsequent account fee payments are due and will be assessed at the beginning of each quarter for
    the previous quarter and are based on the value of the assets in client’s account as of the close of
    business on the last business day of the preceding quarter as valued by the plan recordkeeper.
...

Item 7: Types of Clients & Account Requirements

    Our firm has the following types of clients:
       • Individuals and High Net Worth Individuals;
       • Trusts, Estates or Charitable Organizations;
       • Pension and Profit-Sharing Plans;
       • Corporations, Limited Liability Companies and/or Other Business Types.

    Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging
    us. However, clients who opt into electronic delivery of statements or maintain at least $1 million in
    assets at Fidelity will not be charged transaction fees for U.S. listed equities and exchange traded
    funds. Additionally, the LPL-sponsored advisory programs we utilize may have their own account
    minimum requirements.