Page 5 of 20 investment managers (“Model Managers”) to design and manage model portfolios. MSW has access to the TAMP reporting systems, client relationship management systems and workflow systems to assist clients to establish an advisory account. Clients receive continuous investment advice based on investment objective, risk profile and time-horizon. While investment strategies and recommendations are tailored to the individual needs of each client, they consist of an asset allocation consistent with:  Income with Capital Preservation. Designed as a longer-term accumulation account, this investment objective is considered generally the most conservative. Emphasis is placed on generation of current income with minimal risk of capital loss. Lowering the risk generally means lowering the potential income and overall return.  Income with Moderate Growth. This investment objective emphasizes generation of current income with a secondary focus on moderate capital growth.  Growth with Income. This investment objective emphasizes modest capital growth with some focus on generation of current income.  Growth. This investment objective emphasizes achieving high long-term growth and capital appreciation. There is little focus on generation of current income.  Aggressive Growth. This investment objective emphasizes aggressive growth and maximum capital appreciation, with no focus on generation of current income. This objective has a very high level of risk and is for investors with a longer timer horizon. Financial Planning Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, all questions, information and analysis will be considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service will receive a written or an electronic report, providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. The client always has the right to decide whether or not to act upon our recommendations. If the client elects to act on any of the recommendations, the client always has the right to affect the transactions through anyone of their choosing. In general, the financial plan will address any or all of the following areas of concern. The client and advisor will work together to select the specific areas to cover. These areas can include, but are not limited to, the following:  College Savings: Includes projecting the amount that will be needed to achieve college or other post- secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate).  Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which can include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We can provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request.  Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal.  Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long- term care, liability, home and automobile.  Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we can make recommendations, including those that can impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice can be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years.  Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significantly adverse effect on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice can be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). Retirement Plan Consulting Services Investment advisor representatives assist clients that are trustees or other fiduciaries to retirement plans (“Plans”) by providing fee-based consulting and/or advisory services. Investment Advisor Representatives perform one or more of the following services, as selected by the client in the client agreement:
• Assistance in the preparation or review of an investment policy statement (“IPS”) for the Plan based upon consultation with client to ascertain Plan’s investment objectives and constraints.
• Acting as a liaison between the Plan and service providers, product sponsors or vendors.
• Ongoing monitoring of investment manager(s) or investments in relation to the criteria specified in the Plan’s IPS or other written guidelines provided by the client to the Investment Advisor Representative.
• Preparation of reports describing the performance of Plan investment manager(s) or investments, as well as comparing the performance to benchmarks.
• Ongoing recommendations for consideration and selection by client about specific investments to be held by the Plan or, in the case of a participant-directed defined contribution plan, to be made available as investment options under the Plan.
• Training for the members of the Plan Committee with regard to their service on the Committee, including education and consulting with respect to fiduciary responsibilities.
• Assistance in enrolling Plan participants in the Plan, including conductingan agreed upon number of enrollment meetings. As part of such meetings, Representatives can provide participants with information about the Plan, which includes information on the benefits of Plan participation, the benefits of increasing Plan contributions, the impact of pre-retirement withdrawals on retirement income, the terms of the Plan and the operation of the Plan.
• Assistance with investment education

seminars and meetings for Plan participants. Such meetings can be on a group or individual basis, and includes information about the investment options under the Plan (e.g., investment objectives, risk/return characteristics, and historical performance), investment concepts (e.g., diversification, asset classes, and risk and return), and how to determine investment time horizons and assess risk tolerance. Such meetings do not include specific investment advice about investment options under the Plan as being appropriate for a participant.
• Assistance at client’s direction in making changes to investment options under the Plan.
• Assistance with the preparation, distribution and evaluation of Request for Proposals, finalist interviews, and conversion support in connection with vendor analysis and service provider support.
• Preparation of comparisons of Plan data (e.g., regarding fees and services and participant enrollment and contributions) to data from the Plan’s prior years and/or a benchmark group of similar plans.
• Assistance in identifying the fees and other costs borne by the Plan for, as specified by client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan. If the Plan makes available publicly traded employer stock (“company stock”) as an investment option under the Plan, Investment Advisor Representatives do not provide investment advice regarding company stock and are not responsible for the decision to offer company stock as an investment option. In addition, if participants in the Plan invest the assets in their accounts through individual brokerage accounts, a mutual fund window, or other similar arrangement, or obtain participant loans, Investment Advisor Representatives do not provide any individualized advice or recommendations to the participants regarding these decisions. Furthermore, Investment Advisor Representatives do not provide individualized investment advice to Plan participants regarding their Plan assets. If a client elects to engage the firm and our Investment Advisor Representatives to perform ongoing investment monitoring and ongoing investment recommendation services in the client agreement, such services will constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, the firm and our Investment Advisor Representative will be deemed a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of ERISA in connection with those services. Clients should understand that to the extent the firm and our IARs are engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA, and therefore, the firm and our Investment Advisor Representatives will not be a “fiduciary” under ERISA with respect to those other services. Retirement Plan Rollovers When the firm provides investment advice regarding retirement plan accounts or individual retirement accounts, the firm is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (ERISA) and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way the firm makes money creates a conflict of interest; however, the firm is required to act in a client’s best interest. More specifically, the firm must meet a professional standard of care when making investment recommendations (give prudent advice); never put the firm’s financial interests ahead of a client’s interest (give loyal advice); and, avoid misleading statements. ERISA Fiduciary Such services provided as an Investment Advisor Representative are subject to the Investment Advisers Act of 1940 (“Advisers Act”), and the advisor is a fiduciary under the Advisers Act with respect to such services. In addition, if client elects to engage an Investment Advisor Representative to perform ongoing investment monitoring and ongoing investment recommendation services to a Plan subject to ERISA in the client agreement, such services will constitute “investment advice” under Section 3(21)(A)(ii) of ERISA. Therefore, the Investment Advisor Representative s will be deemed a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of ERISA in connection with those services. Clients should understand that to the extent the investment advisor representative is engaged to perform services other than ongoing investment monitoring and recommendations, those services are not “investment advice” under ERISA and therefore, the investment advisor representative will not be a “fiduciary” under ERISA with respect to those other services. From time to time the Investment Advisor Representative can make the Plan or Plan participants aware of and can offer services available from Investment Advisor Representative that are separate and apart from the services provided under Retirement Plan Consulting. Such other services can be services to the Plan, to a client with respect to client's responsibilities to the Plan and/or to one or more Plan participants. In offering any such services, the investment advisor representative is not acting as a fiduciary under ERISA with respect to such offering of services. If any such separate services are offered to a client, the client will make an independent assessment of such services without reliance on the advice or judgment of the Investment Advisor Representative. Client Tailored Services and Client Imposed Restrictions We offer the same suite of services to all our clients. However, specific client financial plans and their implementation are dependent upon a client Investment Policy Statement, which outlines each client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Clients can impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. MWS will, in some cases, also customize portfolios to fit the unique needs and situations for clients. However, a restriction request cannot be honored if it is fundamentally inconsistent with MWS’s investment philosophy, is counter to the client’s stated investment objectives, or would prevent the firm from properly servicing client accounts. Wrap Fee Programs MWS does not sponsor or act as the portfolio manager for a wrap fee program. Please note, unless a client has received the firm’s disclosure brochure at least 48 hours prior to signing the investment advisory contract, the investment advisory contract can be terminated by the client within five (5) business days of signing the contract without incurring any advisory fees and without penalty. How we are paid depends on the type of advisory service we are performing. Please review the fee and compensation information below. Investment Management Services Our standard advisory fee is based on the market value of the assets under management per account and are generally calculated as follows: Account Value Annual Advisory Fee $0 - $99,999 1.75% $100,000 - $499,999 1.50% $500,000 - $1,000,000 1.25% $1,000,000 and Above 0.90% The annual fees are negotiable based on the scope, complexity as well as the time and credentials required. These fees are pro-rated and paid in arrears on quarterly or monthly basis as indicated on the asset management