Spring Capital Management LLC

Item 5 – Fees and Compensation

Wrap Fee Program
We manage assets on a discretionary basis through The Spring Capital ADEPT wrap fee program. Please
see the Spring Capital Management, L.L.C. Form ADV Part 2A Appendix 1 Wrap Fee Brochure for a
description of those fees.

Third Party Money Managers
Those clients referred to third party money managers will pay a fee of .35-.7% to the money manager,
depending on the strategy, and a fee of .3%- 1.1% to Mr. Rathbun, which is negotiable at Mr. Rathbun’s
discretion. Mr. Rathbun’s fee is charged to cover reporting and monitoring. The total fee to those clients
being managed by third party money managers will not exceed 1.8%. You should read the ADV Part 2
disclosure document of the third-party money manager(s) to whom you are being referred for complete
details on the charges and fees associated with the services provided.

Mr. Rathbun’s fees are charged quarterly, in advance, based on the average daily balance of the Assets in
the Account during the calendar quarter. Payments are due and will be assessed promptly after the last
day of each calendar quarter. Spring Capital uses outside software service providers for calculating the
average daily balance on accounts for billing purposes. In the event that the provider would discontinue
service to Spring Capital that did not allow for a timely replacement vendor, Spring Capital would employ
using the end of quarter values for fee calculation until a replacement vendor was established.

The Client agrees to authorize the Custodian to pay directly to Spring Capital upon receipt of notice, the
Account's investment advisory services fee. Fee withdrawals will occur no more frequently than quarterly
from the Client's Account, unless specifically instructed otherwise by the Client.

Spring Capital               ADV Part 2A                    February 26                                 Page 5 of 19
                                                                          © 2010 – 2014 Red Oak Compliance Solutions LLC

The fee described above is an annual fee and may be negotiable based upon certain circumstances. No
increase in the annual fee shall be effective without prior written notification to you.

Spring Capital believes that its annual fee is reasonable in relation to the investment advisory services
provided under this Agreement and the fees charged by other investment advisers offering similar
services/programs.

Other Compensation
Our IARs may recommend and sell life, disability, health, and long-term care insurance and will receive
the usual and customary commissions in addition to any agreed upon advisory fee.

Mr. Rathbun is registered to sell insurance products. He will receive customary commissions for the sale
of insurance products to clients of SCM. He may also be eligible to receive incentive awards (including
prizes such as trips or bonuses) for recommending certain types of insurance policies. This creates a
conflict of interest as it is in his best interest to recommend clients buy insurance products through them
as a licensed insurance agent. As a fiduciary to our clients, we require that all IARs disclose this conflict of
interest when such recommendations are made. Also, we require IARs to disclose that clients may
purchase recommended insurance products from other insurance agents not affiliated with us.

Bob Rathbun is a registered representative of Purshe, Kaplan, Sterling Investments CRD # 35747 (“PKS”).
As a registered representative of PKS he may recommend securities products that will pay him a
commission through their broker-dealer relationship. When such recommendations or sales are made, a
conflict of interest exists as registered representatives may receive more commissions from the sale of
these products than from providing you with advisory services. Mr. Rathbun spends approximately 60%
of his time in this role. We require that all IARs disclose this conflict of interest when such
recommendations are made. We also require IARs to disclose to clients that they may purchase
recommended products from other representatives not affiliated with us. Our Code of Ethics requires our
IARs do what is in the client’s best interests at all times. Our CCO monitors all transactions to ensure that
representatives put their clients first, not the commission they may receive. The broker-dealer also
monitors all transaction to make certain they are suitable for the client.

Our IAR’s endeavor at all times to put the interest of our clients first as part of our fiduciary duty, the
possibility of receiving incentive awards creates a conflict of interest, and may affect his judgment when
making recommendations. We require that all IARs disclose this conflict of interest when such
recommendations are made. Also, we require IARs to disclose that Clients may purchase recommended
insurance products from other insurance agents not affiliated with us.

Mr. McElreath is a participating member of the Arvest Asset Management Investment Management
Group Committee. Mr. McElreath receives nominal compensation for his activities with Arvest.

Finally, Mr. McElreath is a Managing Member of RJAE, LLC, a holding company for personal Real Estate.
He receives compensation from the leases or may engage in passive partnerships from time to time on
the agricultural land held by this entity.

Spring Capital                 ADV Part 2A                     February 26                                  Page 6 of 19
                                                                              © 2010 – 2014 Red Oak Compliance Solutions LLC

Item 6 – Performance Based Fee and Side by Side Management

We do not charge any performance-based fees. These are fees based on a share of capital gains on or
capital appreciation of the assets of a client.

Item 7 – Types of Client(s)

We currently provide investment advisory services to individuals, high net worth individuals, businesses,
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