A. Investment Advisory Services TimeScale offers to its clients (generally, individuals, high net worth individuals, trusts, estates, charitable organizations, businesses, and their retirement plans) wealth management services, including investment management and financial planning services to the extent specifically requested by a client. TimeScale Wrap Program TimeScale is the sponsor and investment manager of the TimeScale Wrap Fee Program (the “Program”). Under the Program, clients will pay a single investment advisory fee that compensates for investment management services, trade execution, custody, and reporting (the “Wrap Fee”). The services included under the Program are tailored to each client’s particular need. TimeScale provides customized investment advisory solutions for its clients through continuous personal client contact and interaction. The process begins by coordinating with each client to develop their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. TimeScale will then construct a portfolio, consisting of diversified mutual funds and/or exchange-traded funds (“ETFs”) designed to achieve the client’s investment goals. To a lesser extent, TimeScale may also invest client assets among individual equities, individual bonds, and other types of investments, as it deems appropriate. Finally, TimeScale may also invest client assets according to one or more model portfolios, as more fully described below. These models are designed for investors with varying degrees of risk tolerance. Once the client’s individual portfolio is constructed or assets are invested in one or more model portfolios, TimeScale provides ongoing monitoring and review of account performance, asset allocation and client investment objectives, and may execute transactions based on such monitoring and review. Under this service offering, TimeScale’s Wrap Fee also compensates for financial planning and consulting services that the client specifically requests, and TimeScale agrees to provide. These services typically focus on the following:
• Spending & Saving: Budget development and monitoring of retirement funding, education funding, and debt management.
• Risk Management: Evaluate and provide advice about insurance needs to protect and conserve assets, including health, life, disability, and long-term care insurance needs.
• Employer Benefits: Evaluate stock plans, 401(k) account, and employer benefits such as health care, disability insurance, etc. and provide related advice.
• Tax Planning: Develop a tax strategy to minimize taxes paid.
• Estate Planning: Educate and communicate estate planning strategies such as the use of trusts to minimize estate tax, probate costs as well as passing assets effectively to client’s heirs. If the client seeks extraordinary financial planning and consulting services (to be determined in the sole discretion of TimeScale), then TimeScale would offer to charge for those additional services under the terms and conditions of a stand-alone Financial Planning Agreement (see “Financial Planning Services” below). TimeScale’s model portfolios are comprised of mutual funds and ETFs, which will all be monitored and periodically adjusted to maintain target asset allocation and risk levels based on internal research. Investments in model portfolios are not guaranteed and are subject to risk, which could result in a complete loss of principal. The majority of the model portfolios require a minimum investment of $200,000. Clients seeking model portfolio management for assets under $200,000 will be allocated to a passive ETF model, comprised of passive ETFs only. Please refer to the risk disclosures for passive ETFs in Item 6.C. below. TimeScale’s investment programs may involve above-average portfolio turnover which could negatively impact the net after-tax gain experienced by an individual client in a taxable account. The Wrap Fee is paid quarterly, in advance of each calendar quarter, under the terms and conditions of the Wealth Management Agreement. The fee is generally non-negotiable except as indicated below based on the following schedule, which applies to the aggregate market value of all client assets under management on the last business day of the prior calendar quarter as follows: Assets Under Management Annual Rate Under $250,000 $250 month flat fee* $250,000 to $999,999 1.20% $1,000,000 to $2,999,999 1.00% $3,000,000 to $4,999,999 0.85% $5,000,000 to $7,499,999 0.75% $7,500,000 to $9,999,999 0.65% $10,000,000 and Over Negotiable * Clients who engage TimeScale to provide wealth management services under the Program and maintain less than $250,000 under TimeScale’s management will receive the same applicable asset management, financial planning, and consulting services as described in Item 4. However, those clients will be charged a flat fee of $250 per month (or $3,000 per year) as opposed to a fee based upon the percentage of assets under management. The Wrap Fee in the first quarter of service is prorated from the inception date of the accounts to the end of the first quarter. Fee adjustments will be made for inflows to or outflows from the account. These adjustments are made in the first calendar quarter billing cycle following the quarter in which the inflows/outflows occurred. All securities held in accounts managed by TimeScale will be independently valued by the account custodian. TimeScale will not have the authority or responsibility to value portfolio securities. Certain legacy clients may have accepted different pre-existing service offerings from TimeScale and may therefore receive services under different fee schedules than as set forth above. TimeScale may agree to reduce or waive its fees on certain assets placed under its management, including but not limited to, cash positions, concentrated positions or holdings, or the holding of employer stock. In addition and in limited circumstances, TimeScale’s fees are negotiable at its sole discretion depending upon applicable objective and subjective factors including but not limited to: the amount of assets to be managed; portfolio composition; the scope and complexity of the engagement; the anticipated number of meetings and servicing needs; related accounts; future earning capacity; anticipated future additional

assets; the professional rendering the service; prior relationships with TimeScale and/or its representatives, and negotiations with the client. TimeScale may decide to reduce or waive fees in its sole discretion. As a result of these factors, similarly situated clients could pay different fees which correspondingly impact a client’s net account performance. The services to be provided by TimeScale to any particular client could be available from other advisers for lower fees. The fee charged is calculated as described above, which is not based upon capital gains or upon capital appreciation of advisory clients’ assets, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940. Clients may elect to have TimeScale’s investment advisory fees under the Program deducted from their custodial account. The Wealth Management Agreement and the custodial/clearing agreement may authorize the account custodian to debit the client’s account for the amount of TimeScale’s investment advisory fee and to directly remit that advisory fee to TimeScale in compliance with regulatory procedures. In the limited event that TimeScale bills the client directly, payment is due upon receipt of TimeScale’s invoice. The amount due for investment advisory fees under the Program is calculated by applying the quarterly rate (annual rate divided by 4) to the total assets under management with TimeScale on the last business day of the previous quarter as well as any inflows or outflows for the previous billing period. Either party may terminate the Wealth Management Agreement at any time by providing advance written notice to the other party. The client shall be responsible for advisory fees up to and including the effective date of termination. Upon termination, TimeScale will refund any unearned, prepaid advisory fees from the effective date of termination to the end of the quarter. Charles Schwab & Co. (“Schwab”) serves as the custodian for Program accounts. B. Program Fees and Costs Participation in the Program may cost more or less than purchasing such services separately. Also, the Program fee charged by TimeScale for participation in the Program may be higher or lower than those charged by other sponsors of comparable wrap fee programs. Depending upon the percentage Wrap Fee charged by TimeScale, the amount of portfolio activity in the client’s account, and the value of custodial and other services provided, the Wrap Fee may or may not exceed the aggregate cost of such services if they were to be provided separately and/or if TimeScale were to negotiate transaction fees and seek best price and execution of transactions for the client’s account. Wrap Program Conflict of Interest. Participation in a wrap program may cost the client more or less than purchasing those services separately. When managing a client’s account on a wrap fee basis, TimeScale will receive the balance of the wrap fee as payment for its advisory services after all other costs incorporated into the wrap fee (including transaction fees) have been deducted. Because TimeScale pays wrap program transaction fees and/or commissions to the account broker-dealer/custodian, TimeScale could have an economic incentive to minimize the number of trades in the client’s account or purchase funds that do not incur transaction fees to maximize its own compensation, which presents conflicts of interest. To help mitigate these conflicts of interest, TimeScale’s trading activity and fund class selection on behalf of its clients is dictated by its clients’ needs and anticipated market conditions, as opposed to transaction fee costs absorbed by TimeScale. Accordingly, when purchasing mutual funds on clients’ behalf, TimeScale generally endeavors to select the share classes with the lowest internal expense ratios and would only purchase mutual funds that do not incur transaction fees if they are the only available share class at the time, if they are the share class with the lowest available internal expense ratio at the time, or if there are other circumstances that would justify incurring a higher expense ratio. For example, TimeScale may determine to purchase a share class with a higher expense ratio for a client if it were engaged in an active or tactical strategy, based on a client’s specific direction, or if liquidity is needed in a short time-period. Further, a reduction in transaction costs incurred would cause TimeScale to retain a greater portion of the total wrap fee paid by the client. These transaction fee practices are established and maintained at the sole discretion of the broker-dealer/custodian. TimeScale encourages clients to review the wrap fee program broker-dealer/custodian’s commission and transaction fee pricing guide, as well as the volume of trading activity and asset types traded in their wrap fee program accounts, to evaluate the value of the wrap fee services provided by TimeScale. TimeScale does not maintain an asset based pricing arrangement with the Wrap Fee Program custodian. In an asset based pricing arrangement, the amount charged for transactions executed for a client’s account is a fixed percentage based upon the market value of such client’s account. Nor does TimeScale maintain an internal budget anticipating transaction costs. Rather, TimeScale’s trading activity is dictated by its clients’ needs and anticipated market conditions, as opposed to transaction fee costs absorbed by TimeScale. C. Additional Fees The Program’s Wrap Fee does not include certain charges and administrative fees, including, but not limited to, transaction charges (including mark-ups and mark-downs) resulting from trades executed through or with a broker-dealer other than Schwab, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, SEC fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Such fees and expenses are in addition to the Program’s Wrap Fee. In addition, clients will also incur, relative to all mutual fund and exchange traded fund (“ETF”) purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). D. Wrap Program Recommendations TimeScale’s related persons who recommend the Program to clients do not receive compensation as a result of a client’s participation in the wrap fee program.