Sterling Investment Counsel LLC

Item 5: Fees and Compensation

A. Fee Schedule

Asset-Based Fees for Portfolio Management

        Total Assets Under Management                               Annual Fee

        $0 - $500,000                                               1.50%

        $500,001 – And Up                                           1.25%
       * Relationships are subject to a minimum annual fee of $1,500.

The fees above are the maximum fee that SIC will charge. Fees vary by client dependent
upon the complexity and the size of the investment portfolio. These fees are generally
negotiable and the final fee schedule is attached as Exhibit I of the Investment Advisory
Contract. Clients may terminate the agreement without penalty for a full refund of SIC's
unearned fees immediately upon written notice.

SIC uses the value of the account as of the last business day of the prior billing period,
after taking into account deposits and withdrawals, for purposes of determining the
market value of the assets upon which the advisory fee is based for the current billing
period.

In addition to the fee charged by SIC, clients will pay a platform fee to AssetMark, Inc. if
they are accessing the AssetMark platform. This fee varies depending on the investment
strategy selected for the client. The total fee (SIC fee plus platform fee) paid by the client
on the account will be specified in the Client Service Agreement contained in the separate
AssetMark Application Form signed by the client. The platform fees are also described in
the AssetMark Platform Disclosure Brochure that is provided to the client. The platform
fee is charged as a percentage of the client’s assets on the platform and is a wrap fee which
includes transaction costs.

B. Payment of Fees

Payment of Asset-Based Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis, or on occasion, may be invoiced
and billed directly to the client on a quarterly basis. Fees are paid in advance (See D
below).

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by SIC. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

SIC collects fees in advance. Refunds for fees paid in advance will be returned within
fourteen days to the client via check, or return deposit back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
the fees collected in advance minus the daily rate* times the number of days elapsed in
the billing period up to and including the day of termination. (*The daily rate is calculated
by dividing the annual asset-based fee rate by 365.)

E. Outside Compensation For the Sale of Securities to Clients

SIC or its supervised persons may accept compensation for the sale of securities or other
investment products, including asset-based sales charges or services fees from the sale of
mutual funds.

Supervised persons of SIC are registered representatives of a broker-dealer. Supervised
persons of SIC are also insurance agents. In these roles, they accept compensation for the
sale of securities and other products to SIC clients.

1. This is a Conflict of Interest

   Supervised persons may accept compensation for the sale of securities or other
   investment products, including asset based sales charges or service fees from the sale
   of mutual funds to SIC's clients. This presents a conflict of interest and gives the
   supervised person an incentive to recommend products based on the compensation
   received rather than on the client’s needs. When recommending the sale of securities
   or investment products for which the supervised persons receives compensation, SIC
   will document the conflict of interest in the client file and inform the client of the
   conflict of interest.

2. Clients Have the Option to Purchase Recommended Products From Other
   Brokers

   Clients always have the option to purchase SIC recommended products through other
   brokers or agents that are not affiliated with SIC.

       3. Commissions are not SIC's primary source of compensation for advisory
          services

           Commissions are not SIC’s primary source of compensation for advisory services.

       4. Advisory Fees in Addition to Commissions or Markups

           Advisory fees that are charged to clients are not reduced to offset the commissions or
           markups on securities or investment products recommended to clients, apart for the
           services provided by SIC.

Item 7: Types of Clients

SIC generally provides advisory services to the following types of clients:

           ❖   Individuals
           ❖   High-Net-Worth Individuals
           ❖   Corporations or Business Entities
           ❖   Trusts
           ❖   Estates
           ❖   Charitable Organizations
           ❖   Pension and Profit Sharing Plans

Minimum Account Size

There is no minimum account size requirement for any of SIC’s services. Client relationships will
be subject to a minimum annual fee of $1,500.