Pointe Capital Management LLC

ITEM 5: FEES, COMPENSATION
                              AND TERMINATION OF SERVICES

A.​ FEE SCHEDULES
Pointe Capital Management is only compensated for advisory services as follows: A
percentage of assets under management and hourly or project fees (which are dependent
upon the nature and scope of the engagement and based on PCM’s hourly rates).

Fees for Investment Management Services are agreed upon at the time of engagement,
based on a number of factors and are thus negotiable based on the nature and scope of the
engagement, complexities, pre-existing or family relationships, the total number of managed
accounts, anticipated future earning capacity, anticipated future additional assets, portfolio size,
institutional clients, related accounts, account composition, pre-existing client, account
retention, pro bono activities, etc.). Each client may bring a unique set of issues to the
relationship and thus not all cases are treated equally. The Adviser may aggregate multiple
accounts or the portfolios of family members to take advantage of a lower billing rate based on
reaching the next breakpoint. and other factors impacting services at the Adviser’s discretion.
Throughout the engagement, fee reductions may occur at PCM’s sole discretion, based on
each client’s unique set of facts and circumstances). Any accommodation or modification is
solely PCM’s right to apply or not apply. Clients should fully expect the agreed upon fee stated
in Exhibit A in the executed PCM client agreement will be applied each and every quarter
regardless of any accommodation, reduction, modification by PCM in any prior quarter.

Unless otherwise agreed in writing, the Adviser’s annual Investment Management fees are
payable quarterly in advance and based upon the market value of the portfolio, as determined
by the client’s custodian, on the last market day of each of the preceding quarter. The Adviser
calculates its quarterly fee by multiplying the portfolio balance by ¼ of the Adviser’s annual fee.
If assets are deposited into or withdrawn from an account after the inception of a quarter, the
fee payable with respect to such assets may be adjusted or prorated based on the number of
days remaining in the quarter as set forth in the Client Agreement.

Where services are initiated at any time other than the beginning of a calendar quarter, the
advisory fee for that quarter will be pro-rated.

Pointe Capital Management’s annual fee will vary (between 0.75% and 1.00%) depending
upon the market value of the assets under management and the type of investment
management services to be rendered, as outlined below:

PORTFOLIO VALUE​                                          ANNUAL FEE
Up to $5,000,000​                                             1.00%
$5,000,001 - $10,000,000​                                     0.80%
$10,000,001 - $20,000,000​                                    0.75%
above $20,000,001​                                   Determined at Engagement

The fee scale above also applies to PCM’s 401(k) management services, but fees are
negotiable, based on the nature and scope of services provided. Pursuant to §408(b)(2) of
ERISA, PCM, (as with other firms providing services to the plan) must disclose all direct and
indirect compensation they will receive in exchange for the services they provide to a
retirement plan. PCM discloses the fee-only investment advisory services it will provide and the
fee it will charge for those services in its written client agreement with the retirement plan’s
sponsor.

The annual management fee for PCM’s Large Cap Value Strategy as it applies to institutional
clients is .65% on the first $10 million under management and .50% on assets over the initial
$10 million.

PCM’s primary fee schedule on the previous page applies to cash, cash equivalents, and the
long market value of margin accounts. The long market value is the value of the securities that
have been purchased in a margin account.

If PCM agrees to manage (as identified in the PCM client agreement) alternative investments
or annuities (subaccounts), PCM’s primary fee schedule applies. In the event the Adviser
agrees in writing to manage securities that do not have a readily available market value, the
Adviser and Client agree to seek at least two independent resources for valuation services.

Post Engagement Modifications
During the engagement, Investment Management fees may be modified in certain
circumstances due to significant changes in the scope of the engagement, nature and/or
complexity of services. The Adviser reserves the right to modify the management fee with a
30-day prior written notice such as when the scope of the engagement or complexity of
services has changed. Should the client decide not to accept a higher fee adjustment, the client
is welcome to terminate services at any time.

Termination of Management Services
Either party may immediately terminate the investment management client agreement by
written notice to the other. PCM will promptly return a pro-rated refund of unearned fees to the
client. If termination occurs within five business days of entering into an agreement for such
services and the client has not received the Adviser’s ADV Part 2 Brochure at least 48 hours
prior to engagement, no fees shall be due, or the client shall be entitled to a full refund of
prepaid fees.

B.​ PAYMENT OF FEES

Unless otherwise agreed in writing, Investment Management fees are payable quarterly in
advance. Payment of Investment Management fees may be made directly to the Adviser (via a
mailed invoice) or through a debit directly to the client’s account by the qualified custodian
holding the client’s funds and securities. The Adviser follows the criteria required by the SEC’s
Investment Advisers Act of 1940, when payment is made via a qualified custodian: 1) The
client provides written authorization permitting the fees to be paid directly from the client’s
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ITEM 7: TYPES OF CLIENTS
                                 AND MINIMUM CONDITIONS

Pointe Capital Management is available to provide investment management services to
individuals, pension and profit-sharing plans, 401(k) plans, trusts, estates, charitable
organizations, institutional clients, state or municipal government entities, corporations and
business entities.

Pointe Capital Management desires a minimum relationship size of $1 million for clients
seeking Investment Management Services. At the Adviser’s discretion, the minimum
relationship size may be waived where special circumstances exist. Examples of special
circumstances may include but are not limited to: Prospective clients who have the ability to
meet the minimum within a reasonable time period; where future portfolio assets may be
transferred to meet the minimum; pre-existing relationships and family members of advisory
personnel.

PCM is a fiduciary to each of its clients. If an account is subject to the Employee Retirement
Income Security Act of 1974, as amended, (“ERISA”), PCM acknowledges that it is a fiduciary
within the meaning of the Act and the ERISA Client is a named fiduciary with respect to the
control or management of the assets in the Account. The Client will agree to obtain and
maintain a bond satisfying the requirements of Section 412 of ERISA and to include the
Adviser and the Adviser’s principals, agents, and employees under those insured under that
bond and will deliver to the Adviser a copy of the governing plan documents. Alternatively,
PCM will maintain an ERISA bond. If the Account assets for which the Adviser provides
services represent only a portion of the assets of an employee benefit plan, Client will remain
responsible for determining an appropriate overall diversification policy for the assets of such
plan.

Investment management services are not appropriate for every type of investor. PCM reserves
the right to decline to provide investment advisory services to any person or entity in its sole
discretion and for any reason.

                       ITEM 8: METHOD OF ANALYSIS, INVESTMENT
                               STRATEGIES AND RISK OF LOSS

A.​ METHODS OF ANALYSIS AND INVESTMENT STRATEGIES

PCM believes each client presents a unique set of goals, values, interests, objectives, time
horizons and challenges. The Adviser seeks to provide individualized attention and services to
each investor. PCM can offer advisory services for portfolios ranging from conservative to
aggressive; each designed to help meet the varying needs of and within the direction
established by our clients.

Based upon information provided by the client, the Adviser attempts to evaluate an investor’s
risk tolerance, time horizon, goals and objectives through an interview and data-gathering
process in an effort to determine the advice, investment strategy and/ or portfolio to best fit the
investor’s profile. Client participation and the client’s delivery of accurate and complete
information are critical to the Adviser’s process. During the data-gathering process and in
performing its services, the Adviser shall not be required to verify any information received from
the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is
expressly authorized to rely on such information. During the engagement, clients must promptly
notify PCM of any changes in their financial situation or investment objectives in order to
provide PCM with the opportunity to review the new information to determine if a strategy
change is warranted. Clients must also promptly communicate with the Adviser if any
modifications in the scope of the Adviser’s limited discretionary trading authority are desired.

While the methods of analysis help the Adviser in evaluating a potential investment, it does not
guarantee that the investment will increase in value. Assets meeting the investment criteria
utilized in these methods of analysis may lose value and may have negative investment
performance. The Adviser monitors these economic indicators to determine if adjustments to
strategic allocations are appropriate.

Frequent trading is generally not a strategy deployed by PCM as it can affect investment
performance, particularly through increased brokerage and other transaction costs and taxes.
Short sales, margin transactions and options writing generally hold greater risk.

For ERISA qualified plans in which participants direct the investments in their accounts,
PCM’s first concern is to ensure the plan complies with ERISA §404(c)’s requirement for a
“broad array” of investment options to enable participants to develop a diversified portfolio. If
the plan already has an investment policy statement (“IPS”), the Adviser analyzes the
investment options offered through the plan’s platform provider to help ensure there is
adequate representation of investment categories for the plan’s participants. If the plan does
not have an IPS, the Adviser can work with the plan to draft one to guide the plan fiduciaries’
oversight of its investment options.

Once the investment categories are identified, the Adviser further refines them into the
investment styles offered within each category. The Adviser then analyzes the choices
available within each classification based upon investment style (including style consistency),
risk and return characteristics, and performance versus the peer group median. Qualitative
factors, such as the investment’s operating expenses, and tenure of its manager are also
considered. Based upon this analysis, the Adviser will recommend investment options to be
made available to plan participants. Thereafter, the Adviser assesses the various investment
options each quarter. Those options that underperform are placed on a “watch list” and, if the
underperformance continues, the Adviser will recommend they be replaced. Pointe Capital
Management also monitors the participants’ demographics and utilization of the selected
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