Red Spruce Capital LLC

Item 5 – Fees and Compensation

                                               Red Spruce Capital, LLC
                                   1055 Westlakes Drive, Suite 300 Berwyn, PA 19312
                                       Phone: (610) 727-4270 * Fax: (610)727-4001
                                              www.redsprucecapital.com

The following paragraphs detail the fee structure and compensation methodology for investment
management. Each Client shall sign an Investment Advisory Agreement that details the responsibilities of
Red Spruce and the Client.

A. Fees for Advisory Services
Portfolio Management Services
Investment Advisory Fees are paid quarterly in advance pursuant to the terms of the Investment Advisory
Agreement. Investment Advisory Fees are based on the market value of assets under management at the
end of each calendar quarter. The Investment Advisory Fee for Portfolio Management Services is 1.00%
per annum. Fees may be negotiable at the sole discretion of the Advisor based on the relationship of the
client with the investment adviser representative.

Investment Advisory Fees in the first quarter of service are prorated to the inception date of the account to
the end of the first quarter. All securities held in accounts managed by Red Spruce will be independently
valued by the designated Custodian. Red Spruce will not have the authority or responsibility to value
portfolio securities.

The Advisor’s fee is exclusive of, and in addition to brokerage fees, transaction fees, and other related
costs and expenses, which may be incurred by the Client. However, the Advisor shall not receive any
portion of these commissions, fees, and costs. Expenses related to the ordinary servicing of the Account,
including custody fees, security transaction commission fees, and/or program fees shall be paid by the
Advisor. Regulatory SEC transaction fees, other non-ordinary fees or fees incurred at the direction of the
Client shall be paid by the Client.

It should be noted that lower fees for comparable services are available from other sources.
B. Fee Billing
Portfolio Management Services
Investment Advisory Fees will be automatically deducted from the Client Account by the Custodian. The
Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the
Client Account at the respective quarter end date. The amount due is calculated by applying the quarterly
rate (annual rate divided by 4 to the total assets under management with Red Spruce at the end of each
quarter). Clients will be provided with a statement, at least quarterly, from the Custodian reflecting
deduction of the Investment Advisory Fee. In addition, the Advisor will provide the Client a report
itemizing the fee, including the calculation period covered by the fee, the account value and the
methodology used to calculate the fee. It is the responsibility of the Client to verify the accuracy of these
fees as listed on the custodian’s brokerage statement as the Custodian does not assume this responsibility.
Clients provide written authorization permitting Red Spruce to be paid directly from their accounts held
by the Custodian as part of the Investment Advisory Agreement and separate account forms provided by
the Custodian.

C. Other Fees and Expenses
Certain fees or charges imposed by third-parties, other than Red Spruce, in connection with investment
made on behalf of the Client’s account[s] may be incurred. Red Spruce is responsible for all custodial and
securities execution fees charged by the custodian and executing broker-dealer. The Investment Advisory

                                               Red Spruce Capital, LLC
                                   1055 Westlakes Drive, Suite 300 Berwyn, PA 19312
                                       Phone: (610) 727-4270 * Fax: (610)727-4001
                                              www.redsprucecapital.com

Fee charged by Red Spruce is separate and distinct from these custodian and execution fees. Please refer
to Item 12 Brokerage Practices for more information.

In addition, you may incur certain charges imposed by third parties other than Red Spruce in connection
with investments made through your account including, but not limited to, mutual fund sales loads, 12(b)-
1 fees and surrender charges, variable annuity fees and surrender charges, IRA and qualified retirement
plan fees, and charges imposed by the qualified custodian(s) of your account. Management fees charged
by Red Spruce are separate and distinct from the fees and expenses charged by investment company
securities that may be recommended to you. A description of these fees and expenses are available in
each investment company security’s prospectus. A Client could invest in these products directly, without
the services of Red Spruce, but would not receive the services provided by Red Spruce which are
designed, among other things, to assist the Client in determining which products or services are most
appropriate to each Client’s financial situation and objectives. Accordingly, the Client should review both
the fees charged by the fund[s] and the fees charged by Red Spruce to fully understand the total fees to be
paid.

D. Advance Payment of Fees and Termination
Portfolio Management Services
Red Spruce is compensated for its services in advance for the quarter in which investment advisory
services are rendered. Clients may request to terminate their Investment Advisory Agreement with Red
Spruce, in whole or in part, by providing advance written notice. The Client shall be responsible for
Investment Advisory Fees up to and including the effective date of termination. Upon termination, the
Advisor will refund any unearned, prepaid Investment Advisory Fees from the effective date of
termination to the end of the quarter. The Advisor will process each refund by sending the Client a check
...

Item 7 – Types of Clients

Red Spruce provides investment advisory services to:
                                               Red Spruce Capital, LLC
                                   1055 Westlakes Drive, Suite 300 Berwyn, PA 19312
                                       Phone: (610) 727-4270 * Fax: (610)727-4001
                                              www.redsprucecapital.com

           o Individuals, personal trusts, estates (i.e. private investors that are investing their personal
             assets)
           o Corporations – Taxable entities organized for a specific business purpose or investing
             cash reserves

The relative percentage each type of Client is available on Red Spruce’s Form ADV Part 1. These
percentages will change over time. Red Spruce generally does not impose a minimum account size for
establishing a relationship.