Services Cutter & Company (“C&C”) has entered into an agreement with Wells Fargo Advisors (“WFA”) pursuant to which WFA provides the brokerage and custodial services, including trading and execution, with respect to the programs. Clients of the advisory program, which include Asset Advisor, Private Investment Management (“PIM”) and Custom Choice programs described herein, are clients of C&C. C&C is not related or affiliated with WFA or First Clearing, LLC1, the Clearing Agent (“FCC”). Unless otherwise specified, FCC will maintain custody of client assets. FCC qualifies as a “qualified custodian” as described by Rule 206(4)-2 of the Investment Advisers Act. C&C, WFA and FCC each reserve the right to reject and not provide services to any client or with respect to any client account for any reason.  Private Investment Management (“PIM”) With PIM, C&C Financial Advisors (also referred to as “Portfolio Managers”) provide investment advisory and brokerage services to your account on a discretionary basis (meaning investment decisions are made without prior contact with the client). As a minimum criterion for providing advisory services, C&C requires our Portfolio Managers to possess satisfactory past business experience, plus any required industry examinations and registrations. Based on your investment objectives and individual needs, your Portfolio Manager will have discretion to manage assets to an appropriate investment strategy. Most types of securities are eligible for purchase in a PIM account including, but not limited to, common and preferred stocks, exchange-traded funds, closed end funds, fee-based unit investment trusts, corporate government and municipal bonds, certificates of deposit, options (limited availability), and certain mutual funds whose shares can be purchased at net asset value. Collectively, these are referred to as “Program Assets”. Certain assets, such as commodity futures contracts, annuities, and limited partnership interests are not eligible as Program Assets and are referred to collectively as “Excluded Assets”. Some Excluded Assets may be purchased or sold in your account. These transactions will incur separate commissions or charges. There is no management fee charged on Excluded Assets. PIM is based on both fundamental and quantitative research and other independent research. Individual PIM Portfolio Managers may develop specific investment strategies using a mix of these analytic methods. Such strategies may include long and short-term securities purchases and, depending on your objectives and the Portfolio Manager’s investment philosophy, may include option strategies such as “covered call writing”. In special circumstances, the strategies may also include margin transactions, other option strategies, active trading and/or short sale transactions. Certain strategies and investment products are not suitable for all investors. 1 First Clearing is a trade name used by Wells Fargo Clearing Services, LLC, Member SIPC, a registered broker- dealer and non-bank affiliate of Wells Fargo & Company. Portfolio Managers may use third-party research to assist in developing security selection models for PIM. When seeking to anticipate trends and identify undervalued securities with sound fundamentals, Portfolio Managers may also use a security selection and portfolio modeling process that incorporates fundamental, technical and/or statistical analyses of historical data. Due to any number of factors, including timing of deposits, tax considerations, investment selection process or investment needs, clients may receive different execution prices and investment results.  Asset Advisor Asset Advisor is a non-discretionary, client directed investment program in which your Financial Advisor may provide a broad range of investment recommendations based on your investment objectives, financial circumstances and risk tolerance. Clients make the ultimate determination to accept or reject these recommendations or select different investments for the account. Most types of securities are eligible for purchase in an Asset Advisor account including, but not limited to, common and preferred stocks, exchange-traded funds, closed end funds, fee-based unit investment trusts, corporate and government bonds, certificates of deposit, options, structured products, certain mutual funds whose shares can be purchased at net asset value, and certain wrap class alternative investments, such as hedge funds and managed futures funds. Collectively, these are referred to as “Program Assets”. Certain strategies and investment products are not suitable for all investors (i.e., hedge funds are complex investment vehicles that often use leverage and other speculative investment practices, such as short sales, options, derivatives, futures and illiquid investments that may increase the risk of investment loss.) Certain assets, such as commodity futures contracts, annuities, and limited partnership interests are not eligible as Program Assets and are referred to collectively as “Excluded Assets”. Some Excluded Assets may be purchased or sold in your account. These transactions will incur commissions or charges. There is no management fee charged on Excluded Assets. New-issue CDs are an eligible Program Asset for both PIM and Asset Advisor. The yield of a new-issue CD takes into account a sales concession in order to compensate the brokerage firms that sell the CD. For certain advisory accounts, the underwriter retains this sales concession. Although C&C does not receive the sales concession, it has an impact on the overall yield paid to you. Since we charge an advisory fee on the eligible assets within an advisory account, you are effectively charged both the sales concession (retained by the underwriter) and the advisory fee on the CD. These charges reduce the overall yield on the CD and, in some cases, may result in a negative yield. You should be aware that you could obtain the same CDs without being subject to the advisory fee if you purchase it in a non-advisory brokerage account.  Custom Choice CustomChoice is a non-discretionary investment advisory Program designed to help you allocate your assets among open-end mutual funds in accordance with your individual investment goals, objectives, and expectations. Based on your investment objectives and risk tolerance, your Financial Advisor will recommend an appropriate mix of various open-end mutual funds and money market funds. Program eligible mutual funds may include asset allocation funds, alternative strategy mutual funds or other select funds that may utilize derivatives, short-selling, leverage and other strategies to meet stated investment objectives, enhance diversification, hedge risks, accentuate returns or facilitate certain market exposures or more dynamic allocation changes. You have the option of accepting any of our recommendations or selecting an alternative combination of funds. We will implement your investment decisions, but will not have investment discretion over your Account, except for the limited discretion to rebalance your target asset allocation if you authorize us to do so. Over time, as changes occur in the financial markets and/or your investment objectives and circumstances, we may recommend changes in your portfolio. In making these recommendations, we will take the updated information into consideration. You are advised that your decisions relating to investments in mutual funds may have tax consequences that should be discussed with your tax advisor. In order to maintain your portfolio in conformance with your target asset allocation, you may authorize us to rebalance your Account using our automated Rebalance Trading System. You may select a quarterly, semi-annual or annual rebalance option. Fees and Compensation All of the programs described in the brochure are charged a fee on eligible assets that covers advisory, execution, custodial and reporting services. The Fee Schedules for each program are set forth below. PIM, Asset Advisor and Custom Choice accounts are charged an all-inclusive fee that covers advisory, execution, custodial and reporting services. Billed quarterly in advance, the standard PIM and Asset Advisor fee schedule is based on program eligible assets as follows: Total Account Value Annualized Fee First $250,000 3.00% Next $750,000 2.50% Over $1,000,000 2.00% The standard Custom Choice fee schedule is based on program eligible assets as follows: Total Account Value Annualized Fee First $250,000 1.75% Next $750,000 1.50% Over $1,000,000 1.15% If an account exceeds 120 transactions in any one year, the Financial Advisor will be subject to additional transaction fees. This additional fee creates a conflict in that the Financial Advisor may minimize transactions to avoid the additional fee. Option transactions incur a separate transaction fee that will be charged directly to the client’s managed account. You should be aware that any of the above program fees charged may be higher or lower than those otherwise available if you were to select a separate brokerage service and negotiate commissions in absence of the extra advisory service provided. Our fee schedules may be negotiated depending on a range of factors including, but not limited to account size and overall range of services provided. You should consider the value of these advisory services when making such comparisons. The combination of custodial, advisory and brokerage services may not be available separately or may require multiple accounts, documentation and fees. You should also consider the amount of anticipated trading activity when selecting among the programs and assessing the overall cost. Advisory programs typically assume a normal amount of trading activity and, therefore, under certain circumstances, prolonged periods of inactivity or asset allocations with significant fixed income or cash weightings may result in higher fees than if commissions were paid separately for each transaction. Client should be aware that the fee charged will encompass all money market funds and funds held in the account, even those transferred into client's account for which client may have previously paid sales charges or borne other costs in acquiring these money market fund or fund shares. A portion of the fees or commissions charged for the programs described here will be paid to C&C and the Financial Advisor in connection with the introduction of accounts, as well as for providing client-related services within the programs. This compensation may be more or less than a Financial Advisor would receive if you paid separately for investment advice, brokerage, and other services, and may vary, depending on the program or services offered. Unless agreed upon otherwise, you authorize us to deduct a quarterly fee from the account, charged in advance of the quarter, calculated at the rate indicated in the Fee Schedule. For the purposes of calculating program fees, “total account value” shall mean the sum of the long and short market value of all securities and mutual funds, if applicable. In valuing the account, we will use the closing prices or, if not available, the lowest published “bid-price” and if none exist, the last reported transaction if occurring within the last 45 days. For mutual funds, we use the fund’s most current net asset value, as computed by the fund company. In so doing, we will use information provided by quotation services believed to be reliable. The initial fee is calculated as of the date that the account is accepted into the program and covers the remainder of the calendar quarter. This fee shall be paid from the account within 5 business days of acceptance of the Advisory Agreement. Subsequent quarterly fees generally shall be debited within ten business days of each succeeding calendar quarter based on the value of the account on the last business day of the prior calendar quarter. No fee adjustment will be made during any fee period for appreciation or depreciation in value of the assets in your account during that period. Your account will be charged or refunded a prorated quarterly fee on any net additions or net withdrawals in the account during a month if the net addition or net withdrawal would generate a fee or refund of at least $40 for that quarter. Fees will be assessed or refunded in the month following the net addition or net withdrawal. Whenever there are changes to the fee schedule, the schedule charges previously in effect shall continue until the next billing cycle. We have the ability

to amend your Client Agreement at any time. Any changes we make to your fee schedule will be effective after 30 days written notice to you. Your continued use of the services indicates your agreement to the modified terms. Risk in the Use of Margin To the extent margin is used in your account, you should be aware that the margin debit balance will not reduce the market value of eligible assets and will therefore increase the asset-based fee you are charged. The increased asset-based fee provides an incentive for your Financial Advisor to recommend the use of margin strategies. The use of margin is not suitable for all investors, as it increases leverage in your account and therefore risk. It is important for you to fully understand the costs and risks associated with pledging your assets for a margin loan. The costs associated with having a margin loan are in addition to the advisory fee charged. Other Account Fees The advisory fee does not include certain dealer markups or markdowns (if applicable), odd lot differentials, transfer taxes, exchange fees, execution fees (foreign and/or domestic) when applicable, and any other fees required by law. Cash balances in an Account may be invested in money market mutual funds including, as permitted by law, those with which we have agreements to provide advisory, administrative, distribution, and other services and for which we receive additional compensation for the services rendered beyond the C&C advisory fee charged to your account. In a low interest rate environment, the yield that you earn on cash and cash alternatives, including cash sweep funds, CDs and money market funds may not offset advisory fees. In some instances, the effective yield of the investment may in fact be negative. Non-brokerage-related fees, such as IRA fees, are not included in the wrap fee and may be charged to your account separately. As more fully described in the fee schedules, the fees you are charged may be different, depending on the type of asset invested in the account. Your Financial Advisor may suggest that you use other products and services that C&C offers, but that are not available through the program you select (“Excluded Assets”). Excluded Assets are not charged a program fee and are not considered a part of the program or program services. We generally recommend that you hold these Excluded Assets in a separate brokerage account. If an excluded fund purchased for or transferred into your account later becomes eligible for the program, program fees will apply to that fund and it may become subject to the rebalance trading system. You will incur any usual and customary brokerage charges and fees imposed on transactions in Excluded Assets which may include (i) any dealer markups and odd lot differentials and transfer taxes; (ii) charges imposed by broker-dealers and custodians other than WFA and its affiliates and fees for other products and services that we and our affiliates may offer; (iii) offering discounts, commissions and related fees in connection with underwritten public offerings of securities; (iv) margin interest and operational fees and charges (i.e., including, but not limited to postage and handling); (v) IRA fees; and (vi) any redemption fees, SEC and exchange fees and/ or similar fees imposed in connection with mutual fund transactions whereby C&C or your Financial Advisor may receive additional compensation on these Excluded Assets. Cost of Investing in Mutual Funds In addition to program fees, as a shareholder of a money market, mutual fund or closed-end fund, you will bear a proportionate share of the fund’s expenses, including investment management fees that are paid to the fund’s investment advisor. C&C may receive 12b-1 distribution servicing fees from these mutual funds or closed-end funds. For more complete information about these funds, please refer to the respective fund prospectus. You should be aware that you may invest in Money Market Funds or Mutual Funds directly without incurring the fee charged for participation in a program. In addition, certain institutional investors may directly purchase a class of shares of certain money market funds or funds that do not charge shareholder services, sub-accounting or other related fees. If you do, however, you will not receive the various program services provided under the advisory program, and some mutual funds may impose a sales load on direct investments. You will receive a prospectus for each money market and mutual fund purchased, as required by securities regulations. C&C or our service providers may collect such fees directly or indirectly from some or all of the mutual funds in which you invest, and we may pay any such fees received to C&C’s Financial Advisors. The amount of the fees we or your Financial Advisor receive will vary, depending on the percentage paid pursuant to a fund’s Rule 12b-1 plan. Certain Funds make multiple no-load, institutional, advisory or load-waived share classes available for purchase through investment advisory programs. Specific share classes may be available only through certain C&C investment advisory programs and may have different shareholder servicing, sub-accounting, investment management and 12b-1 fees and charges from other shares classes offered by those Funds. As a result, some clients may have purchased lower-cost institutional share classes, while others may have purchased a non-institutional share class. C&C does not seek to offer mutual funds or share classes through our advisory programs that are necessarily the least expensive. Trade Error Policy (applicable to Asset Advisor and PIM programs only) Any person discovering an error shall immediately notify C&C trade desk. Error corrections will be made as soon as possible after the error is discovered. Often this means no later than the next business day. Sometimes an error correction needs to take place after an investigation to determine whether the client, the advisory firm, the broker/dealer or the custodian made the error. Error correction may need to be delayed until after the Company consults with the client. The Company will use its best efforts to resolve errors in a timely manner. The Company will maintain a file documenting the correction of all trading errors. If a trading error results in a loss, the party that is responsible for the error shall pay for the loss (i.e., client errors are paid for by client, financial advisor errors paid by the financial advisor, firm errors are paid by the firm). In the event the error results in a gain, if the client made the error and is able to retain the trade (i.e., by adding additional funds to pay for too many shares purchased), the client is allowed to retain any such gain and the additional shares once the trade has been fully paid. If client makes an error that results in a gain, either because the stock being bought or sold was incorrect, or they sell more shares than they own, the firm will retain any gains attributable to correcting the trade. If the financial advisor is responsible for the error that results in a gain, the firm will retain the gain and will not provide the credit to the financial advisor. Allocation of Block Trades (applicable to PIM program only) Trade Allocation. The Company will allocate publicly traded securities, as well as IPOs and Private Placements, without preferential treatment to any specific clients. This allocation formula shall provide a fair and equitable basis for allocations and be consistently applied to all clients. Prior to the allocation of illiquid securities (i.e., limited partnership units, REIT’s, Private Placements, etc.) by the Company, the CCO will determine if a Client’s investment objectives and suitability requirements qualify the Client for participation in purchasing a specific security, IPO or Private Placement. If the Client qualifies for participation in the purchase of a specific security, IPO or Private Placement the Company will allocate a certain percentage of the total allocation to each qualified Client based upon the following formula: 1. Allocation Formula for Illiquid Securities. The formula is based upon dividing the total shares allocated to the Company by the total number of qualified Client’s and their assets under management. For example, if the total allocation to the Company is 1,000,000 shares and the Company has ten (10) Clients that qualify for a percentage of the allocation and each Client has a total of $1,000,000 under management with the Company, each Client will receive an allocation of 100,000 shares. 2. Allocation Formula for Publicly Traded Securities – Publicly traded securities that are purchased or sold as part of a block trade may not always result in a completed order (i.e., particularly when using limit orders). In the event of a partial fill of publicly traded securities, the shares may be allocated on a prorated basis amongst all clients originally intended to purchase or sell such securities as part of the block transaction. Alternatively, shares may be allocated by starting with the client that has the lowest numeric account number and providing full quantity allocations until the shares have been fully allocated. Investment advisor representatives that have multiple representative codes will execute the lowest account number to highest account number methodology by representative code. For example, if the original order intended to purchase 20,000 shares and 10,000 shares fill - if there were 10 clients involved, the investment advisor representative may allocate 1,000 shares to each client, or, if the original intent was to purchase 2,000 for each client, the IAR may choose to allot 2,000 to the first five client accounts, beginning with the lowest numerical account number, limiting the client selection to include clients in their primary representative code. (i.e., Rep. code XQ01 lowest accounts to highest accounts will have orders allocated and completed prior to giving allocations to secondary rep. code XQ02, and so on) Using the alternative allocation method may, over time, favor or advantage clients with lower account numbers and those clients listed within a primary representative code. Account Termination Your account agreements may be terminated by either party at any time upon notice. If you terminate your Agreement, a pro rata refund will be made, less reasonable start-up costs. You have the right, within five (5) days of execution, to terminate the Client Agreement without penalty. In the event of cancellation of Client Agreements, fees previously paid pursuant to the fee schedule will be refunded on a pro rata basis, as of the date notice of such cancellation is received by the non-cancelling party, less reasonable start-up costs. If you choose to terminate your agreement with any of our investment advisory programs, we can liquidate your account if you instruct us to do so. If so instructed, we will liquidate your account in an orderly and efficient manner. We do not charge for such redemption; however, you should be aware that certain mutual funds impose redemption fees as stated in their fund prospectus. You should also keep in mind that the decision to liquidate security issues or mutual funds may result in tax consequences that should be discussed with your tax advisor. We will not be responsible for market fluctuations in your account from the time of notice until complete liquidation. All efforts will be made to process the termination in an efficient and timely manner. Factors that may affect the orderly and efficient liquidation of an account might be size and types of issues, liquidity of the markets, and market makers’ abilities. Should the necessary securities’ markets be unavailable, and trading suspended, efforts to trade will be made as soon as possible following their reopening. Due to the administrative processing time needed to terminate an advisory account, termination orders cannot be considered market orders. It may take several business days under normal market conditions to process your request. If an advisory program account is terminated, but you maintain a brokerage account with us, the money market fund used in a “sweep” arrangement may be changed and/or your shares may be exchanged for shares of another money market fund (as not all of the money market funds used in our advisory accounts are available in brokerage accounts). You will bear a proportionate share of the money market fund’s fees and expenses. You are subject to the customary brokerage charges for any securities positions sold in your account after the termination of program services.