The Brown, Lisle/Cummings, Inc. (“BLC”) Wrap Program (the "Program") is a wrap fee program sponsored by BLC. BLC is an investment adviser registered with the SEC. BLC is also a FINRA-member broker-dealer registered with the SEC and over thirty states. BLC’s principal place of business is located in Providence, Rhode Island. BLC was founded in 1912 and has been registered as an investment adviser since 2006 and with the SEC as a broker-dealer since 1966. BLC offers the following advisory services to our clients: Individual Portfolio Management, Financial Planning, and Financial Consulting. Our Individual Portfolio Management services are provided under the Program, wherein we are able to offer participants discretionary or non-discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution (excluding mark-ups and mark-downs), custody, reporting, platform fees, and investment management fees. All prospective Program participants should read both our Disclosure Brochure and this Wrap Fee Program Brochure, and ask any corresponding questions that they may have, prior to participation in the Program. INDIVIDUAL PORTFOLIO MANAGEMENT Our firm offers portfolio management services on a fee basis to its advisory clients. We will provide continuous advice to a client regarding the investment of client funds based on the client’s individual needs. Through personal discussions in which a client’s goals and objectives are established, we develop a client's personal investment strategy and create and manage a portfolio based on that strategy. During this data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary and non-discretionary basis. Account supervision is guided by the client's stated objectives (e.g., growth, income, and a balance between growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Before engaging us to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with us setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: individual stocks, bonds, options, mutual funds, and exchange-traded funds (“ETFs”). Because some types of investments, such as options, involve certain additional degrees of risk, they will only be implemented when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. Our portfolio management services are provided exclusively on a wrap fee basis. Under our wrap fee program, the client receives our portfolio management services, the execution of securities brokerage transactions, custody, investment platform fees, and reporting services for a single specified fee. Participation in a wrap program may cost the client more or less than purchasing such services separately. When managing a client’s account on a wrap fee basis, we receive as payment for our services, the balance of the wrap fee after all other costs incorporated into the wrap fee program have been deducted. Participation in a wrap program may cost the client more or less than purchasing such services separately. The terms and conditions of a wrap program engagement are more fully discussed in our separate Wrap Fee Program Brochure. Conflict of Interest: Because we pay wrap program transaction fees and/or commissions to the account custodian/broker-dealer, we have an economic incentive to minimize the number of trades in client accounts. Clients who wish to engage us for portfolio management services must be willing to accept that these services are only provided on a wrap fee basis. We do not provide portfolio management on a non-wrap fee basis. For clients who do not desire a wrap fee arrangement, or for those who do not believe the amount of trading in their account(s) justifies such a wrap fee, we can be separately engaged in our capacity as a broker-dealer. If requested, we can assist the client in determining the appropriate type of engagement by reviewing the actual and expected amount of account trading activity, at the outset of the client engagement and/or at any point thereafter. As a result of these reviews, we can recommend the form of engagement that we believe is in the client’s best interest, but the ultimate decision will always be left to the client. PROGRAM FEES The annual Program fee is based on the amount of assets under our management as follows: Assets Under Management Annual Fee (%) The first $1,000,000 1.50% The next $1,000,000 1.25% Over $2,000,000 1.00% For example, if a client’s account is valued at $3,000,000, the annual fee would be calculated as follows: ($1,000,000 x 1.50%) + ($1,000,000 x 1.25%) + ($1,000,000 x 1.00%). Our fees are assessed quarterly,

in advance, at the beginning of each quarter. Therefore, clients are charged ¼ of their annual advisory fee every three months. The fee is based upon the market value of the client's account at the end of the previous three month period. Fees and/or credits, as applicable, are applied on a prorated basis for account deposits and withdrawals during the following fee period. Clients will be invoiced or have their fees debited from the account in accordance with client authorization. GENERAL INFORMATION Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. The fee is not charged on the basis of a share of capital gains upon or capital appreciation of any portion of the funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (hereinafter the “Act”). Negotiability of Fees: In certain circumstances, our fees may be negotiable based on a variety of subjective and objective factors, including but not limited to: the amount of assets to be managed; account 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; negotiations with the client; and other factors. In addition, certain legacy clients may be subject to fee arrangements no longer offered to new clients and not described in this Disclosure Brochure. All clients are advised to consult their services agreement with BLC for details on their specific fee arrangement. As a result of these factors, similarly-situated clients could pay different fees, and the services to be provided by BLC to any particular client could be available from other advisers at lower fees. Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. As disclosed above, certain fees may be paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded and any unpaid fees will be due and payable. In calculating a client’s reimbursement of fees for Program accounts, we will pro rate the reimbursement according to the number of days remaining in the billing period. Fund Fees: All fees paid to BLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee (known as a 12b-1 fee). Although BLC collects 12b-1 fees in connection with investments made advisory accounts, BLC does receive any compensation on such fees where they are credited back to the managed account client. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to BLC's advisory fees, IRA clients are also responsible for custodial maintenance fees that are assessed by the clearing broker. Under wrap fee engagements, BLC shall pay all other expenses, such as brokerage commissions, custody fees, and platform fees. Please refer to Item 12 of this Brochure for additional information about our brokerage practices. Participation in the Program may cost more or less than purchasing such services separately. Also, the Program fee charged by BLC 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, 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 we were to negotiate transaction fees and seek best price and execution of transactions for the client's account. However, our Individual Portfolio Management services are only offered on a wrap fee basis. The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to, tradeaway fees, transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing 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. Our related persons who recommend the Program to clients do not receive special compensation as a result of a client’s participation in the Program.