RS Asset Management LLC

Item 5 Fees and Compensation
   We are required to describe our brokerage, custody, fees and fund expenses so you will know
   how much you are charged and by whom for our advisory services provided to you. Our fees are
   generally not negotiable.

   A. Description of how we are compensated for our advisory services provided to you.

       (i) Comprehensive Portfolio Management:
       Our fees for Comprehensive Portfolio Management are negotiable depending on the
       scope and complexity of the portfolio. Our fees range from 1.00% to 2.00% of any assets
       under management. Our firm's fees are billed on a pro-rata annualized basis quarterly in
       advance based on the value of your account on the last day of the previous quarter.

       (ii) Asset Management:
       Our fees for Asset Management are negotiable depending on the scope and complexity of
       the portfolio. Our fees range from 1.00% to 2.00% of any assets under management. Our
       firm's fees are billed on a pro-rata annualized basis quarterly in advance based on the value
       of your account on the last day of the previous quarter.

                                                                            ©2017 National Compliance Services 800-800-3204

    (iii) Financial Planning and Consulting:
    We charge on an hourly or flat fee basis for financial planning and consulting services. The
    total estimated fee, as well as the ultimate fee that we charge you, is based on the scope and
    complexity of our engagement with you. Our hourly fees are $350. Flat fees generally range
    from $1,500 to $10,000.

    (iv) Pension Consulting Services:
    Our fees range from 1.00% to 2.00% of any assets under Management. Our firm's fees are
    billed on a pro-rata annualized basis quarterly in advance based on the value of your account
    on the last day of the previous quarter.

Our advisory fees for these customized services will be negotiated with the plan sponsor or named
fiduciary on a case-by-case basis.

B. Description of whether we deduct fees from clients' assets or bill clients for fees incurred.

    (i) Comprehensive Portfolio Management:
    Our firm's fees are billed on a pro-rata annualized basis quarterly in advance based on the
    value of your account on the last day of the previous quarter. Fees will generally
    be automatically deducted from your managed account*. As part of this process, you
    understand and acknowledge the following:

              a. Your independent custodian sends statements at least quarterly to you showing
                 all disbursements for your account, including the amount of the advisory fees
                 paid to us;
              b. You provide authorization permitting us to be directly paid by these terms;

    * In rare cases, we will agree to direct bill clients.

    (ii) Asset Management:
    Our firm's fees are billed on a pro-rata annualized basis quarterly in advance based on
    the value of your account on the last day of the previous quarter. Fees will generally
    be automatically deducted from your managed account*. As part of this process,
    you understand and acknowledge the following:

              a. Your independent custodian sends statements at least quarterly to you showing
                 all disbursements for your account, including the amount of the advisory fees
                 paid to us;
              b. You provide authorization permitting us to be directly paid by these terms;

    * In rare cases, we will agree to directly bill clients.

                                                                         ©2017 National Compliance Services 800-800-3204

    (iii) Financial Planning and Consulting:
    We require a retainer of fifty-percent (50%) of the ultimate financial planning or consulting fee
    with the remainder of the fee directly billed to you and due to us within thirty (30) days of your
    financial plan being delivered or consultation rendered to you. In all cases, we will not require
    a retainer exceeding $1,200 when services cannot be rendered within 6 (six) months.

    (iv) Pension Consulting:
    Our firm's fees are billed on a pro-rata annualized basis quarterly in advance based on the
    value of your account on the last day of the previous quarter. Fees will generally
    be automatically deducted from your managed account*. As part of this process, you
    understand and acknowledge the following:

               a. Your independent custodian sends statements at least quarterly to you showing
                  all disbursements for your account, including the amount of the advisory fees
                  paid to us;
               b. You provide authorization permitting us to be directly paid by these terms;

    * In rare cases, we will agree to direct bill clients.

C. Additional fees and expenses.
Non-Wrap fee Clients will incur transaction charges for trades executed in their accounts.
Clients may incur additional charges as a result of purchasing products through their investment
adviser representative, who are also registered representative of a broker-dealer or as licensed
insurance agents. These transaction fees are separate from our fees and will be disclosed by the
firm that the trades are executed through. Also, clients will pay the following separately incurred
expenses, which we do not receive any part of: charges imposed directly by a mutual fund, index
fund, or exchange traded fund which shall be disclosed in the fund's prospectus (i.e., fund
management fees and other fund expenses).

Wrap fee clients will receive our Form ADV, Part 2A, Appendix 1 (the "Wrap Fee
Program Brochure"). Wrap fee clients will not incur transaction costs for trades. More information
about this is disclosed in our separate Wrap Fee Program Brochure.

D. Termination and refunds.
We charge our advisory fees quarterly in advance. In the event that you wish to terminate
...

Item 7 Types of Clients and Account Requirements
   We have the following types of clients:

                  •   Individuals and High Net Worth Individuals
                  •   Trusts, Estates or Charitable Organizations
                  •   Pension Plans
                  •   Corporations, limited liability companies and/or other business types

   Our requirements for opening and maintaining accounts or otherwise engaging us:

                  • We require a minimum account balance of $100,000 for our Comprehensive
                    Portfolio Management and asset management service. Generally, this minimum
                    account balance requirement is not negotiable and would be required throughout
                    the course of the client's relationship with our firm.
                  • We generally charge a minimum fee of $1,500 for written financial plans.