A. INVESTMENT ADVISORY SERVICES Generally J. Derek Lewis & Associates, Inc. (“JDLA” or “ADVISER”) provides investment advisory services in the form of discretionary investment management and non-discretionary investment advice. Accounts are managed on either a discretionary or a non- discretionary, advisory fee basis for the benefit of the beneficial owner or representative/fiduciary for the benefit owner (jointly, for purposes of this Agreement, shall be referred to as the “Client”, unless the context warrants another more limited/specific definition). JDLA offers asset allocation, primarily using mutual funds and exchange traded funds (“ETF”). JDLA generally utilizes American Funds. While JDLA’s discretionary and non- discretionary advisory services primarily relate to mutual fund and ETF portfolios, JDLA provides investment advisory services for Section 529 College Savings Plans. Third Party Asset managers may invest in a broader array of securities, including in portfolios of stocks and other securities. See their ADV’s and refer to their Client contract for such parameters. Moreover, JDLA retains the authority to use other products as referenced above, which would be particularly more likely to be used upon the request of the Client to oversee an existing portfolio. Nevertheless, JDLA concentrates its services in the area of mutual fund selection, allocation of assets and periodic reallocation. The suggested minimum account size is $100,000, although it is not an absolute requirement. Description – Overview JDLA generally offers advice on investment company securities (“mutual funds”). Based on the individual needs of the Client, JDLA will evaluate the appropriate solutions and offer advice on a variety of mutual fund allocations designed to achieve Clients’ investment objectives. While JDLA reserves the authority to utilize securities other than mutual funds, as a practical matter, JDLA’s investment advisory program is currently focused on mutual fund investments. JDLA tries to use Adviser Share classes (when available), but otherwise A Shares may also be used in the absence of a more fee-efficient, Adviser-class share. Specialization Separately Managed Accounts involving Mutual Fund and ETF Allocation Assets Under Advisement / Management (“AUM”) As of September 30, 2023, JDLA’s Regulatory Asset Under Management (“RAUM” or Regulatory AUM”) were as follows: P a g e | 5 Discretionary Assets - $1,291,478,131 (7,349 Accounts) Non-Discretionary Assets - $173,019,268 (164 Accounts) Total AUM - $1,464,497,400 (7,513 Total RIA Accounts) Each Client’s financial situation is assessed independently. JDLA schedules a meeting with Clients to review their “financial picture” or make recommendations in consideration of the Client’s specific situation. If the consultation will result in the review the status of a specific portfolio, JDLA requires the Client to provide specific financial information so JDLA can prepare an analysis prior to the scheduled appointment. JDLA provides long-term track records during the consultation; discusses volatile market climates, risks and opportunities, among other factors. Thereafter, JDLA reviews market alternatives that appear to be both suitable and in the best interest of its Clients in light of Client-specific objectives and risk tolerance. This process is designed to help the Client(s) determine their investment objectives and risk tolerance, which are required to identify the appropriate products and investment strategies for the Client. Investment Adviser Representatives (“IAR”) of JDLA will also provide multiple investment alternatives. During this process, JDLA discloses fees and expenses of any recommended investment(s) and asset allocation. For non-discretionary accounts, Clients of JDLA will share with the Client its opinion on which investment(s) meet their risk tolerance and objectives, but the implementation of any such recommendation is at the volition of the Client. For discretionary accounts, JDLA determines the investments that meet the risk tolerance and objectives and makes such investments/allocations without obtain Client consent in advance. JDLA will not advise on legal proceedings, including class actions or bankruptcies involving securities purchased or held in Clients’ accounts. JDLA Investment Advisory Services Custody Arrangements JDLA Mutual Fund Direct ➢ Discretionary ➢ Non-Discretionary JDLA and/or 3rd Party Managers (held with Schwab and/or in Schwab Marketplace) Schwab ➢ Discretionary ➢ Non-Discretionary 3rd Party Asset Managers (“TPAMs”) ➢ Discretionary Schwab P a g e | 6 JDLA consults with industry professionals, mutual fund managers and has access to current research through Schwab. Furthermore, JDLA maintains ongoing subscriptions to assist with analyzing specific investments, their risks, fees and expenses and the longevity of each investment’s management team. Non-Discretionary Investment Advisory Services JDLA offers its advice to Clients for a fee. These services are asset-based pricing services where an IAR of JDLA offers advice about the respective Client’s portfolio, based upon suitability and also Client’s best interest with respect to transactions, pattern of transaction and the resulting allocation of investments and funds Although JDLA generally pre-clears investment choices with the Client prior to their purchase in accounts designated as discretionary accounts, it does retain discretion to select the particular securities purchased for certain clients. Client retains discretion to reject any mutual fund allocations made, thereby compelling JDLA to reallocate the portfolio according to the Client’s instruction. Even in discretionary accounts, JDLA will make changes in the Client’s portfolio upon any specific instruction that the Client may provide. While JDLA generally provides ongoing monitoring, since the nature of the products used by JDLA are primarily mutual funds and ETFs, the time horizon is longer terms. As such, ongoing monitoring does not occur as often as it would with other product types such as stocks and options. The value of investments may rise or fall dramatically at any point in time throughout the year, and it is the Client’s obligation, and not JDLA’s obligation, to monitor those investments throughout the year, unless Client and JDLA agree to other, specific arrangements for ongoing monitoring. Unless agreed otherwise, JDLA expects to conduct an ongoing monitoring in the form of an annual review of Client’s portfolio, and, depending upon the agreement with the client, may conduct more frequent reviews (not more frequently than quarterly). JDLA provides customized investment advisory services on a “fee-only” basis. As an investment adviser, JDLA’s goals include assisting the Client in making informed investment decisions to maximize total investment returns over a generally specified time horizon, subject to their tolerance to risk. Such accounts will be (i) carried with Schwab Advisor Services, a division of Charles Schwab & Co., Inc. (individually or jointly, “Schwab”) and/or (ii) held directly with the respective mutual fund companies or their transfer agents. If the securities are held at Schwab (which is a “Qualified Custodian”), depending upon the way the particular Client account is established, Schwab executes purchase and sales orders and reflects the securities positions on their account Statements. Otherwise, if the investments are submitted directly to the mutual funds, then the mutual funds or their transfer agents will assume the responsibility for processing purchase, sale and redemption requests, and such investments will be reflected on the account Statements (the official record of the account and its contents) issued by the mutual funds. The Qualified Custodians, including the respective mutual fund company or transfer agent, will prepare and mail transaction confirmations and summary periodic account Statements to Clients. P a g e | 7 For purposes of this Agreement, Qualified Custodians, as well as the mutual fund or its transfer agent that reflects the ownership of the investor directly on its books and records (due to the application-way nature of certain investments), shall be referred to as Custodians. General Terms and Conditions 1. Where accounts are advised for related entities or related Clients, values of the related accounts may be grouped for fee computation purposes. Requested “grouped status” is subject to approval of JDLA, at JDLA’s sole discretion, and accordingly such requests may be declined. 2. Fees are paid on a quarterly basis. 3. Fees will be paid by the Client for the present fiscal quarter prior to the 15th business day of the first month in the present fiscal quarter.1 4. Fees are generally charged directly to the Client’s Account, which shall be paid by the cash or money market portion of the Client’s Account, but may also be paid from other funds as directed by the Client. If there is an inadequate balance in Client’s money market or cash account, then Client hereby authorizes JDLA to reallocate assets sufficient to pay the fee.2 Any Clients who wish to terminate this Agreement must provide written notification of their request. Fees will be prorated to the date of termination and refunded promptly. Written disclosures of the Client shall take precedence over oral disclosures, and written disclosures occurring later in time shall take precedence over any earlier disclosures, to the extent that any conflicts exist. In the event of a conflict between a more recent oral disclosure and an earlier written disclosure, the particular written disclosure shall, if not current, be updated to reflect the current information. In all cases, such advice shall be rendered based upon the Client’s current objectives and risk tolerance. Discretionary Investment Management Services Unless the context otherwise requires or limits the applicability of any particular provision, the information otherwise contained above in the section entitled “non-discretionary investment advisory services” applies here. In addition to non-discretionary investment advisory services, JDLA may manage accounts with discretion. In order to do so, the Client will indicate that desire by completing and signing an Investment Management Agreement and a 3rd party trading authorization instrument/document. Ordinarily, such discretion is reserved for mutual fund and/or ETF portfolios where the Client has not wanted to be involved in pre-authorizing every trade and mutual fund/ETF allocation. 1 An exception to the foregoing is, in the case of American Funds, when they charge the fee other than immediately after the fiscal quarter. For example, they charge in arrears on their quarter system: December -February is paid on March 7th; March - May is paid on June 7th; June – August is paid on September 7th; and September – November is paid on December 7th. 2 The foregoing notwithstanding, fees charged by American Funds are typically paid on a pro-rata basis from each underlying fund (unless directed to be paid by 1 fund). P a g e | 8 JDLA will utilize its Client profile data gathered as part of the investor profiling process, resulting in an investor profile. Other areas of discretion include (i) determining what to sell to cover any systematic withdrawals from the account, (ii) determining what to sell when the Client needs an unusual withdrawal from the Account and (iii) determining what to buy when the Client adds money to the account in the form of IRA contributions or otherwise. Investment Advisory/Management Process In general, the investment advisory/management process will consider any or all of the following areas of concern:
• PERSONAL: Family records, budgeting, personal liability, estate information and financial goals.
• TAX & CASH FLOW: Income tax and spending analysis and planning for past current and future years. We will illustrate the impact of various investments on a Client’s current income tax and future tax liability.
• DEATH & DISABILITY: Cash needs at death, income needs of surviving dependents, estate planning and disability income analysis.
• RETIREMENT: Analysis of current strategies and investment plans to help the Client achieve his or her retirement goals.
• INVESTMENTS: Analysis of investment alternatives and their effect on the Client’s portfolio. JDLA generally offers advice on investment company securities. Based on the individual needs of the Client, JDLA may evaluate and offer advice on a variety of mutual fund allocations designed to achieve Clients’ investment objectives. JDLA does not review casualty insurance (e.g., homeowners, auto, liability, etc.). Clients are responsible for having such matters reviewed by an outside casualty firm. JDLA gathers the required information through in-depth personal interviews and a data gathering process. With respect to its investment management process, JDLA approaches its investment management process as follows: Step 1: Analyze Client Goals and Objectives This part of the process is considered the most important part of JDLA's investment management process due to the fact it is the basis upon which JDLA builds the clients' portfolios. This foundation is based upon how clients answer the following questions: P a g e | 9 1. At what stage of asset growth do you consider yourself: wealth accumulation or distribution? 2. How much risk of loss and volatility are you willing to assume for a given rate of return? 3. What is your time frame for reaching your various financial goals? 4. What are your current cash needs and liabilities? 5. What is your current tax situation? As part of the information gathering process, JDLA may utilize a more detailed document to develop an investor policy guideline referenced in Step 2 below. Step 2: Formalize Investment Policy Once JDLA has gained a significant understanding of your goals and objectives, JDLA will use this information to assign an investment policy guideline for you. This statement reflects the portfolio management strategy, guides future investment decisions and establishes a record for information regarding your investment time frames, objectives, tax-sensitivities, risk tolerance, etc. Step 3: Design Optimal Portfolio JDLA will use your investment policy guideline as a baseline for the design of your long- term investment portfolio. From the policy, JDLA will build an asset allocation model that will determine your portfolio performance sought. JDLA will select one of its proprietary risk models and produce asset allocation scenarios defining a number of different asset blends that is capable of meeting the expected rate of return while maintaining your acceptable level of portfolio risk. JDLA will then work through these scenarios to determine which one best fits your needs in light of existing resources and investment objectives. You may need a combination of these models in an effort to meet both your short-term and long-term goals. Step 4: Portfolio Implementation Once your asset allocation is selected, JDLA will begin to implement your portfolio design if the Client has also elected to receive either ongoing non-discretionary investment advisory services or investment management services. JDLA will carefully choose and evaluate the investment options available via JDLA and Schwab. JDLA has done its due diligence on the mutual fund and ETF options and independent money managers, analyzing characteristics such as management, past performance, future goals and strategies, qualifications (including their investment philosophies), sector allocations, and other factors. Portfolio rebalancing and other implementation activities may require that P a g e | 10 you sign a Limited Power of Attorney for Purchases and Sales of Securities, allowing JDLA limited trading discretion of your accounts. Step 5: Performance Reporting and Measurement JDLA provides customized reports at least annually and more frequently upon request. Your report allows you to monitor the performance of your investment portfolio compared to appropriate benchmarks. In addition, you will automatically receive quarterly statements from the respective custodians and you may have online access to view activity should you choose to take advantage of the service. Step 6: Portfolio Monitoring and Rebalancing Our asset allocation, mutual fund and money manager selection processes are carefully tailored to the Clients’ needs. Although our asset allocation models tend to remain consistent, we review them periodically and will occasionally modify them to reflect fundamental market conditions, or changes in your objectives or circumstances. In addition, we periodically monitor the performance of our selected investments and fund managers, making recommendations as deemed appropriate. Although you may grant us investment discretion, you may also revoke that discretion. Moreover, it is very important that you communicate with our firm regarding any life or financial changes which may affect your investment policy guideline and long-term financial goals. Throughout our relationship, JDLA will endeavor to maintain a high level of personal contact with you to help achieve your financial goals and recommends that you to take advantage of regular portfolio reviews. 3rd Party Investment Management Some of JDLA’s larger accounts prefer to own individual stocks in separately managed accounts and will use the services of a professional portfolio manager who can personalize the management of their account for tax purposes or other specific management styles. Typically, the portfolio managers manage only a portion of the overall household portfolio of the Client. For such 3rd party portfolio management services, the portfolio manager will be given discretion over the trading of the account; in those cases, JDLA will not have discretion, but will act in an advisory capacity. The Client receives official confirmations and monthly/quarterly statements from Schwab (as the official custodian, and receives quarterly portfolio summaries from the respective portfolio manager. The Client will also receive a portfolio valuation disclosure/statement from JDLA reflecting the whole portfolio (all household accounts, including the outside-managed assets) typically on a quarterly basis, but at least annually (depending on the account size and activity). JDLA directly oversees and reviews these managed accounts on a quarterly basis and will discuss and review the whole portfolio with the Client at least annually or as needed/requested by the Client for rebalancing. JDLA will consult with the Client and the portfolio manager and P a g e | 11 will make arrangements for the Client to meet or speak directly with the portfolio manager as requested. Stewardship Partners charges an annual management fee of 60 basis points and bills the Clients’ accounts pro rata on a quarterly basis. Lederer and Associates charges an annual management fee of between 75 and 100 basis points and bills the Clients’ accounts on a quarterly basis. JDLA charges an annual fee of 75 basis points for advisory services and bills the Clients’ accounts pro rata on a quarterly basis. Considering both the portfolio management fees and the JDLA investment advisory fee, these Clients are not billed more than 1.50% per annum for the combined services on these accounts. In these cases, the Client will sign a management agreement with both JDLA and the outside professional money manager (Stewardship Partners and Lederer and Associates). Stewardship Partners Stewardship Partners provides investment advisory services, on a discretionary and non- discretionary basis, for high-net-worth individuals and institutional clients. Each account is managed in accordance with the investment objectives and any restrictions set by the client. We interview the client or have the client complete a written Questionnaire, assessing the client's financial situation/needs and decides as to whether the investment styles and services offered by Stewardship Partners would be appropriate for the client before Stewardship Partners is retained to manage the client's account. We are also responsible for determining and notifying Stewardship Partners of any changes in the client's investment objectives or personal or financial circumstances that should be considered in managing the account. The Web Site and important disclosures regarding Stewardship Partners can be found at https://stewardshippartners.com/, including its its ADV and Form CRS located on that Site page under the “About” tab. Lederer and Associates Lederer & Associates manages equity, fixed-income, and balanced portfolios. All portfolios are managed separately. Based on your goals and objectives, we establish asset allocation targets, the type of equity strategy, and the appropriateness of taxable and/or tax-exempt bonds for each portfolio. You may impose restrictions on investing in certain securities or types of securities.

We interview the client or have the client complete a written questionnaire, assessing the client's financial situation/needs and decides as to whether the investment styles and services offered by Lederer & Associates would be appropriate for the client before Lederer & Associates is retained to manage the client's account. We are also responsible for determining and notifying Stewardship Partners of any changes in the client's investment objectives or personal or financial circumstances that should be considered in managing the account. P a g e | 12 The Web Site and important disclosures regarding Lederer and Associates can be found at https://lederer-associates.com/, with its ADV and Form CRS located on that Site page. Schwab Program Schwab provides various benefits for investment managers and their clients. Such benefits include products, product & account services, administrative services, and information and resource services. JDLA maintains primary responsibility to communicate with its Clients, except for Clients that Schwab may refer to JDLA through Schwab Advisor Network®. Schwab, however, has a responsibility to communicate with JDLA Clients via the issuance of account Statements and trade confirmations. Schwab will execute orders that JDLA or its Clients place, provided it receives securities or property in good deliverable form prior to settlement. Unless JDLA or the Client specifies that the order be executed in a specific exchange or market, and Schwab has agreed to such execution, Schwab will, at its sole discretion, execute any order to purchase or sell securities in any location or on any market or exchange where such security is traded. Schwab will assume that all orders, unless specified otherwise, are “long.” All transactions are subject to Schwab’s house trading rules and policies and applicable rules, regulations, customs and uses of any exchange, market, clearing house or self-regulatory organizations. Schwab will make available to JDLA price and other market data information upon reasonable request. Schwab obtains market data from industry sources that it deems to be reliable, but the accuracy, completeness, timeliness or correct sequencing of the market data cannot be guaranteed. As with the fee debiting procedures for JDLA clients in general, Schwab will directly debit the Clients’ accounts, subject to certain control procedures, including, but not limited to, receipt of Client’s written authorization to debit the account. JDLA will submit invoices to Schwab for the amount of fees to be charged. As with securities custodians generally, Schwab retains a security interest, lien on and right to set-off investment management fees payable by Clients to Schwab for the benefit of JDLA, and such rights pertain to all securities, money or other assets held in the Account, including proceeds from such assets. Schwab Managed Account Services Schwab’s Managed Account Services consist of the Managed Account Select® (“Select Program”) and the Managed Account Access® Program (“Access Program”). Both of these programs are jointly referred to as the “Sponsor Programs.” The other managed account services are referred to as the Managed Account Marketplace® (“Marketplace”). The Managed Account Services include brokerage, custody, and related services that that allow participating clients to engage money managers to provide discretionary P a g e | 13 investment portfolio advisory services to designated accounts opened and maintained at Schwab. In the Sponsored Programs, Schwab acts as a program sponsor. In the Select Program, Schwab provides research on a select group of managers. In the Access Program, by contrast, Schwab does not undertake to perform any screening or due diligence in the acceptance of managers participating in that Program, and managers participating in the Access Program may or may not be affiliated with Schwab. The fee for Schwab’s brokerage, custody, research and other services in the Sponsor Programs is bundled with the managers’ fees for their portfolio management services. Marketplace contains a relatively more extensive list of managers whose portfolio management services are available through Schwab. Schwab does not act as a sponsor in relation to the Marketplace, and its compensation for Marketplace services is separate from the manager’s fee. Marketplace includes managers providing separate account management, overlay managers (including for multi-strategy portfolios and unified managed accounts), Turnkey Asset Management Providers (“TAMP”) and sub-advisors to any of the foregoing that have trading authority over Client accounts. The TAMP may include separately managed accounts, multi-strategy portfolios and unified managed accounts. For purposes of this section, managers include overlay managers, sub- advisors with trading authority and TAMP (as well as any managers that are part of the TAMP’s Program). If JDLA’s Clients are interested in participating in the aforementioned programs, JDLA would be responsible for assisting interested Clients in selecting the appropriate manager. If so, the respective Clients would be obligated to sign a Client Account Agreement with Schwab, pursuant to which the respective Client would authorize managers to manage the Client’s account(s) and Schwab would render its brokerage, custody and related services to the respective Client’s account(s) and be authorized by the respective Clients to allow JDLA and the managers to share your Client account information and take such actions upon instructions of managers and JDLA. JDLA would assist Clients in completing and submitting Client Account Agreements to Schwab, including advising Clients about whether managers designated on Client Accounts will be sent certain issuer-related information (such as proxies, tender offers, proposed mergers, rights offerings, exchange offers, warrants, certain prospectuses and annual reports) that require managers to make voting decisions or take other actions regarding investments held in Clients’ Accounts managed by the managers. For Marketplace Accounts, JDLA will not submit to Schwab the Client Account Agreements until the appropriate manager has accepted its appointment. By contrast, JDLA will forward the Client Account Agreements for Sponsor Accounts promptly after being signed by the Client. The fee that Client Accounts in the Sponsor Programs (“Sponsor Accounts”) pay for Schwab’s and managers’ services is separate from the fee that the Sponsor Account will pay for JDLA’s services. Client Accounts in the Marketplace will pay a separate fee for Schwab’s services, JDLA’s services and the manager’s services. Marketplace Accounts may be designated either as transaction-based pricing or asset-based pricing. P a g e | 14 Advice to Clients, Generally JDLA, and not Schwab, will be responsible in providing advice to Clients regarding, among other things, the following: i. The appropriateness for a Client of managed accounts, asset-based pricing or bundled fees and other aspects of Schwab’s Managed Account Services; ii. The appropriateness for a Client of the fee structure of any Sponsor Program or TAMP’s service, and the fee applicable to any Marketplace Account; iii. The selection of any manager to manage a Client Account, including reviewing the manager’s strategy, performance or disciplinary record or other due diligence information; iv. Any investment style, strategy or technique, including those of any manager and the allocation of the Client’s assets; v. Any transaction in a Client Account effected upon JDLA’s instruction; and vi. The ongoing performance and suitability of any manager and its investment strategy(ies) or program. The appropriateness of working with the Client, upon paying either asset-based fee or transaction fees, may depend upon a number of factors, including, among others, the Client’s investment objectives and financial situation, JDLA’s and the respective manager’s investment strategies and trading patterns, as well as the frequency of trading and the number and size of the transactions. If the number of transactions in the account is low enough in any given billing period, Schwab’s portion of the bundled fees may exceed the commissions or other transaction charges that would otherwise have been charged for transactions effected in the respective billing period. Document Delivery Sponsor Accounts. JDLA shall deliver to each Client, no later than the time the Client completes a Client Account Agreement: i. A copy of Schwab’s Managed Account Services Disclosure Brochure ii. The disclosure brochure, including any supplements, (“Manager brochure”) and iii. Any privacy notice for manager. Schwab is responsible for delivering updates to its Managed Account Services Disclosure Brochure, and each manager is responsible for delivering or offering to deliver updates to its Manager brochure, privacy notice and other required documents. Marketplace Accounts. Each manager will be responsible for any required initial delivery of its brochure and privacy notice, and also will be responsible for any subsequent offer or delivery to Clients of required updates to these documents. P a g e | 15 Schwab’s Role and Limitations Thereof i. Schwab is not serving as an investment adviser in its Managed Account Services with respect to any transaction in Client Accounts. Furthermore, Schwab does not recommend or endorse any manager to JDLA or its Clients. ii. Schwab will not be responsible for determining any Client’s financial situation or investment objectives or determining the suitability for any Client or Client Account of separately managed accounts, any manager, asset-based pricing, bundled fees or any other aspect of Schwab’s Managed Account Services, investment style or strategy or that of any manager. iii. Schwab will carry out transactions only as directed by a manager, a Client or JDLA. Schwab will send Client’s confirmations and Account Statements. The name of the manager may appear on Schwab’s Statements of the Client Account. iv. Schwab is not obligated to monitor the trading of any manager, JDLA or Client’s trading in Client’s Account. v. Schwab cannot verify or guarantee the accuracy, adequacy or completeness of the historical performance or other information made available to JDLA. vi. The manager may have other business relationships with Schwab, separate from Schwab’s Managed Account Services, in connection with which the manager compensates Schwab for services (e.g., Schwab Advisor Network® and Mutual Fund OneSource®). vii. The investment strategy, techniques, portfolio securities and historical performance of a manager’s separately managed accounts may differ materially from that of mutual funds or other accounts managed with a similar strategy by the same manager. Authorizations JDLA’s will complete agreements prescribed by Schwab to authorize Schwab to: i. Provide JDLA and each manager with access to Client Account information; ii. Act upon JDLA’s instructions for Client Accounts with respect to payment of fees and, to the extent the Client elects, with respect to P a g e | 16 trading and disbursing assets; iii. Act upon JDLA’s instructions, to the extent authorized by the Client, with respect to the Client’s Additional, Funding or Optional Brokerage Accounts (as defined in Schwab’s Account Agreements); iv. Act upon the trading instructions of managers that have been designated to have trading authority; v. Furnish transaction information to each manager and send certain issuer information to any combination of the Client, JDLA and/or the manager, as the Client may specify; and vi. With respect to Marketplace Accounts, act on each designated manager’s instructions for payment of the manager’s fees. Termination of Manager Authorizations Schwab shall not be required to follow any instructions of any manager i. With respect to all Client Accounts managed by the respective manager, after the termination of the Manager Service Agreement between manager and Schwab; ii. With respect to a particular Client Account managed by the manager, after A. The Client notifies Schwab in writing that it has revoked Client’s selection of the manager, B. The Client notifies Schwab in writing that it has terminated its agreement with JDLA, C. The Client terminates the Client Account Agreement, or D. Either Schwab or JDLA terminates the governing contractual arrangements between them. If a manager is no longer available to manage the Sponsor Program Client Accounts, Schwab will notify JDLA and JDLA will discuss with any Client impacted by such change. JDLA and Client will discuss whether to select a new manager that is eligible to manage the Client’s Account, switch the Client’s Account to a different Sponsor Program or one of the Marketplace services for management by the manager, or take some other action. Schwab and the manager may agree to move a particular investment strategy from the Select Program to the Access Program, in which event JDLA may elect to continue to have the Client’s Select Program managed P a g e | 17 as an Access Program account subject to the same fees, but Schwab will not provide research or other information regarding a manager whose services are no longer being offered under the Select Program. It is also possible that Schwab and the Manager may move one or more of the managers in the Access program to the Select Program. This is the end of the description of the investment advisory/management programs specific to JDLA’s use of the Schwab program. The information below relates to JDLA’s investment advisory/management program in general. ______________________________________________ Mutual Fund and ETF Allocation Implementation; Discretionary and Non-Discretionary Investment Advisory Services Brokerage recommendations of JDLA personnel are provided by registered representatives (“RRs”) associated with JDLS. If Clients choose to implement the recommended mutual fund and ETF allocations through JDLA personnel, then JDLA would place such orders through Schwab or place brokerage orders through its affiliated broker/dealer, JDLS. The decision about which avenue to use for the purchase of mutual funds is based upon the products available and best interest considerations such as Share Class, internal expenses of the mutual fund, product availability, etc. JDLA performs due diligence on mutual funds and ETFs, and utilizes due diligence if provided by Schwab and 3rd party managers. The purpose of the due diligence process is to evaluate the quality of the mutual funds and ETFs. The role of JDLA is to determine which mutual funds and ETFs complement the Client-specific objectives. JDLA will not assist Clients with placing trades that it did not recommend. However, its personnel who are JDLS RRs may place those trades for non-discretionary investment advisory accounts as brokers in unsolicited transactions with JDLS. For assets purchased by Clients that were not recommended JDLA, JDLA will exclude those securities assets for investment advisory billing purposes, unless JDLA and the respective Client agree that JDLA will initiate advisory services on those securities going forward. JDLA reserves the right to execute agreements with other registered investment advisers in order to have them manage or sub-advise the Accounts of JDLA Clients. If it does so, JDLA will conduct due diligence on them as contemplated in JDLA’s Compliance Procedures. In such instances, JDLA may receive a portion of the account fee and JDLA would make available to the Client the disclosure brochure of the other registered investment adviser(s). Mutual Fund Fees JDLA’s investment advisory program primarily consists of providing investment advisory services relative to mutual funds and ETFs and their allocations. JDLA receives a fee for its advice. Also, several representatives of JDLA serve as RRs/brokers of JDLS, the registered broker/dealer that receives brokerage commissions from the mutual funds P a g e | 18 recommended by JDLA. In such capacities, JDLA will either charge a fee, JDLS will charge a commission but not both, unless in the case of 12b-1 distribution fees/commissions for mutual funds, the investment advisory fee is reduced by the amount of the 12b-1 commission received. Regarding commission-based products, JDLS retains a portion of those commissions and pays the majority of the commission amount to the RRs who sold those securities products. Having said that, JDLA strives to identify appropriate mutual funds with adviser-class shares, where there are no loads/commissions. In addition to the foregoing, all investment advisory fees paid to JDLA for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders. These fees and expenses are described in the respective mutual fund’s prospectus. These fees will generally include a management fee and other fund expenses. The distribution fee, referenced in the prospectus, is part of the commission referenced above, which is paid to the broker/dealer by the mutual fund companies. Certain mutual fund share classes (A shares), which is a share class that are, in limited case, used by JDLA (particularly in cases where adviser share classes are not available or adviser shares are not cheaper for a particular time horizon or investment amount) pay commissions directly to JDLS from the initial amount of money invested by the Client, whereas other mutual fund share classes that have back-end loads or no loads (in other words, no direct sales charge or sales charges taken from portfolio after crediting the account for the investment, but at prescribed periods of time/”deferred sales charge”) absorb and/or pay for distribution fees/commissions in different ways than A shares, which are in any case paid by the Client directly or indirectly. Such other share classes typically have higher fees or expenses over the intended life of the investment than A Shares (or adviser shares, if available), which typically reduces net returns over a long- term horizon. In other words, if the mutual fund imposes a commission (sales charge or “load”), a Client may pay an initial or deferred sales charge. Initial sales charges are generally deducted from the investor’s initial investment funds. Such sales charges would be paid to the broker/dealer and thereafter to the respective RR of the broker/dealer. On the other hand, deferred sales charges are initially absorbed by the mutual fund itself, but passed on to the investor in the form of higher annual fees and/or traditionally lower annual returns. Notwithstanding the foregoing, JDLA and JDLS do not sell back-end load share classes, and JDLA avoids selling A shares since it strives to place clients in adviser share classes. However, JDLA may sell A shares through JDLS if JDLA determines they are cheaper than adviser share classes. If it does sell an A share, it will not charge an investment advisory fee for at least the period of time where the commission equals the hypothetical advisory fee over the number of years. In other words, commission-based positions are not eligible to be assessed an investment advisory fee until the commission equals that total advisory fee had the position been subject to an investment advisory fee since it was purchased. That being said, such account transitions are subject to a determination that it would be in your best interest. A Client could invest in a mutual fund directly, without the services provided by JDLA. However, in that case, the Client would have to determine its investments without any P a g e | 19 advice of JDLA, which includes assessing which mutual fund or funds are most appropriate for the Client’s financial condition, goals, objectives, risk tolerance and investment time horizon. As with investment advisers generally, JDLA’s service is investment advice, and so such services are typically priced as a fee- based upon the value of the assets in the clients’ accounts. The Client should review both the fees charged by the mutual funds and the fees charged by JDLA to fully understand the total amount of fees. Thereafter, the Client is in a better position to evaluate the product being recommended and the advisory services being provided. Investing in certain securities, including mutual funds, has been the subject of significant regulatory consideration with respect to determining suitability in light of the fees, redemption rights and other factors. B. MUTUAL FUND RISKS, FEES & SUITABILITY DISCLOSURES, GENERALLY Regulators (regulators and self-regulatory organizations governing the brokerage industry) have developed documents that serve as advisory or educational pieces for the industry. An area of regulatory focus over the years has been mutual funds. In the ordinary course of business, JDLS will provide disclosures to JDLA Clients that open accounts with JDLS regarding mutual funds risks, expenses, breakpoints, rights of accumulation, etc.