Winthrop Capital Management LLC

Item 5 Fees and Compensation
Compensation for Advisory Services

Investment Advisory Fees

WCM separates its business between wealth management clients and institutional clients. WCM typically
charges investment advisory fees in advance ranging from 0.035% to 1.00% per annum on the value of
the assets on the last day of the previous quarter based on the size and nature of the account and type
of management strategy employed. Advisory fees are negotiated with each client. The services that WCM
provides to its wealth management clients may differ from the services it provides to its institutional
clients. At WCM’s sole discretion, WCM may provide account management services at discounted rates
for special situations which might include related accounts of significant clients, household related
accounts, friends and family accounts, and employees. WCM may split servicing fees with sub-advisors.

Non-Discretionary Accounts

Fees for non-discretionary accounts are negotiable depending upon the size of the portfolio and scope
of services to be provided but will not exceed the fee schedules disclosed below. Minimum account size
is $1,000,000 which may be waived at the discretion of WCM.

Discretionary Accounts

WCM manages client portfolios directly and through Advisors in a discretionary manner in several
strategies. The fees for wealth management and institutional discretionary accounts are negotiable
depending upon the strategy, the size of the portfolio, and the scope of services to be provided, but will
not exceed the fee schedules disclosed below. The investment strategies listed below may include sub-
strategies that are consistent with the objective and parameters of the main investment strategy but may
differ in composition of the asset allocation from the listed strategy. The fees and minimum account size
will vary depending on whether the client is a direct relationship with WCM or whether WCM is providing
investment management services through an Advisor.

Wealth Management Client Fee Schedule. The minimum account size for a discretionary wealth
management account is generally $500,000 which can be waived at the sole discretion of WCM. The fee
schedule for the wealth management strategies is as follows:

       Discretionary Accounts – Wealth Management

       First $3,000,000        1.00%
       Next $2,000,000         0.75%
       Next $5,000,000         0.60%
       Over $10,000,000        0.50%

       Large Cap Core (Formerly: Large Cap Blend)

       First $1,000,000       1.00%
       Next $2,000,000        0.90%
       Next $2,000,000        0.80%
       Next $10,000,000       0.75%
       Over $15,000,000       Negotiable

       Dividend Growth Equity

       First $1,000,000       1.00%
       Next $2,000,000        0.90%
       Next $2,000,000        0.80%
       Next $10,000,000       0.75%
       Over $15,000,000       Negotiable

       Focused Growth Equity

       First $1,000,000       1.00%
       Next $2,000,000        0.90%
       Next $2,000,000        0.80%
       Next $10,000,000       0.75%
       Over $15,000,000       Negotiable

Balanced Portfolio

First $3,000,000     1.00%
Next $2,000,000      0.75%
Next $5,000,000      0.60%
Over $10,000,000     Negotiable

Tactical Income

First $1,000,000     0.75%
Next $2,000,000      0.65%
Next $2,000,000      0.55%
Next $5,000,000      0.45%
Over $10,000,000     Negotiable
Core Fixed Income

First $1,000,000     0.50%
Next $2,000,000      0.45%
Next $2,000,000      0.40%
Next $5,000,000      0.35%
Over $10,000,000     Negotiable

Intermediate Fixed Income

First $1,000,000     0.50%
Next $2,000,000      0.45%
Next $2,000,000      0.40%
Next $5,000,000      0.35%
Over $10,000,000     Negotiable

Municipal Bond

First $1,000,000      0.50%
Next $2,000,000       0.45%
Next $2,000,000       0.40%
Next $5,000,000       0.35%
Over $10,000,000     Negotiable

Intermediate Municipal Bond

First $1,000,000     0.50%
Next $2,000,000      0.45%
Next $2,000,000      0.40%
Next $5,000,000      0.35%
Over $10,000,000     Negotiable

Ultra-Short Fixed Income

First $1,000,000     0.45%
Next $4,000,000      0.40%
Next $5,000,000      0.35%

       Next $10,000,000       0.30%
       Over $20,000,000       Negotiable

       Short Duration High Yield Fixed Income

       First $1,000,000       0.50%
       Next $2,000,000        0.45%
       Next $2,000,000        0.40%
       Next $5,000,000        0.35%
       Over $10,000,000       Negotiable

       Preferred Securities

       First $1,000,000       0.50%
       Next $2,000,000        0.45%
       Next $2,000,000        0.40%
       Next $5,000,000        0.35%
       Over $10,000,000       Negotiable

Institutional Client Fee Schedule. The minimum account size for an institutional client is generally
$1,000,000 which can be waived at the sole discretion of WCM. The fee schedule for institutional clients
is as follows:

       Ultra-Short Fixed Income
       First $25,000,000     0.20%
       Next $75,000,000      0.15%
       Over $100,000,000 0.12%

       Core Fixed Income
       First $25,000,000      0.25%
       Next $75,000,000       0.20%
       Over $100,000,000      0.15%

       Intermediate Fixed Income
       First $25,000,000     0.25%
       Next $75,000,000      0.20%
       Over $100,000,000 0.15%

       Focused Growth Equity
       First $25,000,000   0.60%
       Next $25,000,000    0.55%
       Over $50,000,000    0.50%

       Large Cap Core Equity
       First $25,000,000   0.50%
       Next $25,000,000    0.45%
       Over $50,000,000    0.40%

Investment Expenses

In addition to the investment advisory fees listed above, WCM may be entitled to seek reimbursement for

certain operating expenses from its Institutional Clients. These operating expenses are approved in
writing with the client and may include, but are not limited to, fees for CUSIP services, ratings services,
...

Item 7 Types of Clients
WCM implements relative-value-based investment strategies in both equity and fixed income portfolios
and serve both institutional and individual investors. WCM’s clients may include pension and profit-
sharing plans, corporations, insurance companies, Taft-Hartley plans, charitable organizations,
foundations, endowments, trusts, and high net worth individuals.

The minimum initial account size is $500,000 for discretionary management and is flexible in some
circumstances. Examples of these circumstances would include a previous client relationship, friends,
family, and employees, all of whom may have access to discretionary management services with an
account of less than $500,000. WCM may waive the minimum account size at its discretion.