1. Cook, Inc SESSION THREE WORKBOOK Decisions and Notes for Modules 1 – 6 BSMARTer Business Simulation Management and Relationship Training

2. Summary Introduction 2 It’s been a fantastic year for Cook, Inc., yet there is always room to improve to take the firm to the next level. With Natalie’s decision to retire in eight years as well as the growth of the firm, we addressed critical issues such as updating our partnership agreement and clearly outlining the criteria for adding new partners. All details are outlined in the following pages, but we wanted to provide a high level summary of the key changes. We have grown at a rate of 12% in new assets in 2015, and revenue has increased 18% in 2015. And although the new compensation plan resulted in an increase in compensation payout, operating profit margin increased year over year from 36.7 to 38.2 percent. As a result of realigning the reporting structure, service model, and role compensation, team morale is at the highest point it’s ever been. We leveraged Fidelity practice management resources in determining the best way to show our employees their value. We were recognized as Employer of the Year in 2015, and continue to strive to provide our employees with opportunities to show their leadership and excel with the firm. With one more year until we are completely independent from the bank, we addressed the changes in equity that will take place in the coming years, and are pleased to share them with you in the enclosed Executive Summary. Some highlights that you will find in the following pages are: Reviewed our team and to ensure we are keeping our talent have identified three individuals who will want to obtain equity in the near future, John, Kelly and Madison. Given we anticipate this situation to continue as we bring in talented individuals we decided to clearly outlined the criteria for new partners and ensure it was communicated to all staff. The results have been fantastic and the feedback from John, Kelly and Madison has been positive. We have never seen such great work from them. We understand the firm’s growing client base makes it difficult for employees to purchase equity. Therefore, we have worked out the method for valuation but also have outlined a way that the employees can buy in without too much of a financial hardship. At the same time we determined we needed a fresh look at our partnership agreement, and so we engaged MarketCounsel to help us make modifications that met our firm’s needs. The entire agreement is attached for your review. We have completed and documented our succession plan for the firm with the help of Fidelity’s Succession Evaluator. We also have an emergency continuity plan in place, recognizing we need to still find Natalie’s replacement. There are always other projects going on at our firm, and some are outlined on the last page of this brief. We hope you enjoy learning about the enhancements to our firm!

3. Fundamentals of Equity MODULE ONE

4. Changes in Equity 4 By 2016, Cook’s previous loan from the bank will be fully paid off. At this time, Natalie will be 7 years out from her planned retirement date. Given the firm’s Partnership Agreement which outlines ownership transfers to take place over 7 years, Natalie will begin in 2016 to transition her 30% ownership stake to facilitate her future retirement plans. The plan is for Natalie to sell 4% per year for 5 years and then 5% for the remaining 2 years. When equity is offered for sale (this includes Natalie’s 4-5% plus any sales from other existing partners), pre-approved internal buyers will have the first right of refusal. Internal transfers of equity will be discounted 20%. In the case multiple internal buyers are interested, it will first go to those who have 0-5% ownership, then 5.1% - 10.0% then over 10%. If multiple people are interested in purchasing equity and they each fall within the same ownership tranche (eg. 0-5%), then the shares would be divided equally among the interested purchasers. In the case no internal buyer is present; the firm will purchase the shares and keep them in treasury. In the unlikely event the firm is not able to purchase the shares; Cook, Inc. would entertain third party indications of interest.

5. Changes in Equity 5 There are 3 individuals who may be eligible and interested in increasing their ownership percentage: 1)John – John is a Lead Advisor and currently owns 10% (vs. Natalie and Dylan who each own 30%). 2)Kelly – Kelly was hired as COO in 2014. The firm decided not to initially give her equity as they wanted to ensure that she was a good fit with the firm and that her contributions warranted ownership. Based on the changes she has implemented and her contributions to the firm to date, the partners agree that establishing criteria for Kelly to begin to acquire ownership next year (2016) is a good decision. 3)Madison – Madison was promoted to Associate Advisor in 2014 and has been performing very well in the role. While it is agreed that she is likely on track for future ownership, she will first need to be promoted to a Lead Advisor. The partners have established firm criteria for admitting new owners: Note: for more detail on criteria for becoming a partner – please see Module 3 – Criteria for New Partners

6. Valuation Principles and Experience MODULE TWO

7. Firm Value 7 There are 3 factors that impact value: 1)Growth: We feel that the overall Growth rating of the firm is Average for the following reasons: (+/-) Last year’s growth was very good (26% NNA). However, the growth rate has not been consistent over time. (+) We implemented a formal marketing plan in 2014 and have established clear initiatives and metrics around each of the items included in the plan. (+) We have been increasing SOW with existing clients (8% in 2014) which indicates a solid belief in the firm from our clients and adds to the firm’s ongoing profitability. Additionally, when clients believe in your firm, they are more likely to refer friends and family, which will aid in our future organic growth rate. (+) Strong revenue per advisor and client. The firm is averaging 70 bps overall on our business. Considering that our average client household is over $5MM, 70 bps is fairly high in comparison to other firms serving similar sized households based on our Fidelity benchmarking results. (-) The new organizational structure and compensation structure is achieving the desired results of spreading the business development responsibilities to more of the team and not just relying on Natalie. However, given that this was a recent change, we want to wait until we see 2-3 years of consistent results before we change this bullet to a (+). That said, we believe that we are definitely on the right track.

8. Firm Value 8 2.Risk: We feel that the overall Risk level of the firm is Low for the following reasons: (+) Previously, the growth of the firm was all concentrated with one individual (Natalie). However, in the last year, we took steps to mitigate this and diversify growth amongst other individuals and compensate them in line with industry standards. As indicated in the above bullet under Growth, we are still evaluating the results of this change, but we feel that we are well positioned moving forward. (+) Average age of clients is below industry average of 62.6 years by about 4 years. (+) Client tenure: With the exception of the new clients we have added over the last couple of years, many of our clients have been with us since the firm was founded in 2003 (and had $300MM AUM). (+)We have non-compete and non-solicit agreements in place for all Lead Advisors per the Partnership Agreement. FOR MORE INFORMATION PLEASE SEE MODULE FOUR: PARTNERSHIP AGREEMENT (+) We also created a career path and solid organizational structure for the firm to retain key talent. The requirements for progressing along the career path have been communicated to all employees and are reviewed on a regular basis so that expectations are clearly established and managed. (+) There are no heavily concentrated assets (with just 1 or 2 large clients). (+) Award winning firm culture – which will aid in the retention of existing employees and clients and in attracting new employees. (+) Hired a COO to put processes in place and improve firm scalability and efficiency. (+) Participated in Fidelity benchmarking survey to continue to evaluate our business and provide measurement against our peers.

9. Firm Value 9 Risk Continued (-) Firm’s increasing valuation will make it more difficult for junior partners to buy in. However, we do not anticipate that a flight risk exists with our junior and potential new partners with the newly established career paths, clear expectations for promotions along the career path, and also the communication to employees of the criteria to make partner. We feel that our employees value Cook, it’s culture and it’s prospects for the future and want to continue to be a part of that. Additionally, by offering equity at a 20% discount to employees we are helping to make the equity more attainable. Also, new partners are only required to put 20% down initially with the remainder being financed over 7 years and they receive the full value of their equity ownership at the initial down payment. (-) A lot of the brand equity is still tied up in Natalie 3)Cash Flow (aka EBITDA): Overall the profitability of the firm is Very High for the following reasons: (+) Firm has maintained and increased our profit margin to 38.2% (up from 36.7% in 2014) (+) We increased revenues at a greater rate than expenses (leading to an increase in profit margin) (+) High quality of average client – average client size is $5MM (+) Very high revenue per client – avg. bps is 70 bps and revenue per client = $36.6K Cook’s Partnership Agreement indicates that they will value the firm at a discounted cash flow updated every two years. For interim valuations, the DCF will be translated to a multiple of EBITDA. Based on our first third party DCF, we are currently valued at 7x EBITDA. Per DeVoe & Company, a $500MM firm is going for 5-7x EBITDA and a $1B is going for 6-8x EBITDA. Therefore, we are confident that we are in-line with industry averages. FOR MORE INFORMATION SEE MODULE FOUR PARTNERSHIP AGREEMENTS.

10. New Partnership Admission MODULE THREE

11. Criteria for New Partners 11 Decisions for evaluating new partners will be made by the Executive Committee on an annual basis Additionally, on an annual basis, existing partners can elect to sell a portion or all of their ownership to existing owners and or newly admitted partners. There is no restriction on the amount an existing partner can sell, but if there is no market (among existing and new partners) for the full purchase, the firm will only guarantee that 10% of outstanding shares for sale will be purchased. This 10% will be divided up pro rata among existing sellers. Given the size of the firm (based on the number of employees) and the desire to maintain the firm’s award-winning culture, we do not want to restrict ownership solely to revenue producing employees. Rather, ownership qualification will be determined based on overall contribution to the firm’s success as measured by the firm’s mission, vision and value statements. If the employee is in a revenue producing role, they must be a Lead Advisor (vs Associate Advisor). Associate Advisors will be given very clear information as to what is expected of them in their current role and what it will take for them to become a Lead Advisor, so that appropriate expectations are set and maintained from the beginning. The new partner criteria is clearly communicated to all employees to promote transparency and so that clear expectations are set.

12. 12 Criteria for New Partners In general, new partner criteria is outlined below: New partner(s) must demonstrate a commitment to achieve the firm’s stated goals New partner(s) must demonstrate the highest level of ethics and integrity New partner(s) must have directly contributed to growth, scalability of the firm or firm profitability (eg. in the form of operational efficiency or expense reduction efforts) New partner(s) must express a desire to remain with the firm for the long- haul. Although a person’s circumstances can always change, we have strived to create a culture of family within the firm and we want our partners to feel like Cook, Inc. is the last job they will need to take. New partner must be consistently exceeding core job responsibilities for their functional role as evaluated during their annual reviews Note: If at a point in the future, Cook, Inc.enters into an agreement to bring on an individual or individuals with an existing book of business, these individuals will be offered the opportunity to immediately purchase equity, if any is available for sale, in recognition of their potential to bring over clients and business to the firm. The equity will be offered on a trial period of 2 years. Within those 2 years, either party can decide that the agreement isn’t working out and the firm will buy the shares back at the lower of the original cost or current market value (if market value has declined). This 2-year trial period will provide risk protection to both parties in the event that the relationship does not work out.

13. Partnership Agreements MODULE FOUR

14. Partnership Agreements 14 Given the size of the firm (10 employees, including 4 owners), we do not currently feel that the organizational and ownership structure warrants both a Board of Directors and a Managing Committee. Therefore, for the time being we are going to modify the Operating Agreement to change the governance of the firm from a Board of Directors to an Executive Committee. The Executive Committee will consist of Natalie, the CEO,and all of her direct reports : Kelly, COO Dylan, CIO and owner John, Lead Advisor and owner Alex, Lead Advisor and owner Voting will be 1 vote per person. If there any ties (unlikely given 5 people on the Exec Committee), the ties will be broken by the vote of the CEO

15. Partnership Agreement 15 A. Entity and Business 1.Cook, Inc. is a LLC registered as Investment Advisor (RIA). The company is a Delaware corporation, registered with the SEC. B. Executive Committee1.The company will be managed by the Executive Committee. 2.The CEO will select the members of the Executive Committee. 3.The Executive Committee will always have a minimum of three members, and will not exceed five members. We have elected to keep the group at this size as a reflection of the number employees current at Cook Inc. As the firm grows, and there is a need for additional members to join we anticipate amending this agreement to construct a Board of Directors, which at that time would be in-line with the company’s larger size. 4.Executive Committee members will have equal votes, in order to align and protect Cook, Inc.’s collaborative culture. 5.In the event of a tie, the CEO’s vote will dictate the outcome. 6.The Executive Committee will make decisions on most matters by simple majority, except for the situations outlined in sections E – Ownership Transfers and G – Special Decisions 7.For decisions requiring a super majority, the vote will require at least 65% of votes. 8.The Executive Committee will meet bi-annually or quarterly as needed to make decisions.

16. Partnership Agreement 16 C. Members and Ownership Interest The current Executive Committee as selected by the CEO consists of: Natalie – CEO; Dylan – CIO; Alex – Lead Advisor; John – Lead Advisor; Kelly - COO 1.On an annual basis, the Executive Committee is responsible for approving new owners and can reject new owners for any and all reasons. 2.New owners can purchase shares, once pre-approved and shares are available for sale at a 20% discount. 20% down is required immediately, with the remainder paid over seven years. However, they receive the full value of their equity ownership at initial down payment, meaning ongoing distributions will help fund the remaining loan. 3.Criteria for new partners: Given the size of the firm (based on the number of employees) and the desire to maintain the firm’s award-winning culture, we do not want to restrict ownership solely to revenue producing employees. Rather, ownership qualification will be determined based on overall contribution to the firm’s success as measured by the firm’s mission, vision and value statements. I In general, new partner criteria will include: New partner(s) must demonstrate a commitment to achieve the firm’s stated goals New partner(s) must demonstrate the highest level of ethics and integrity New partner(s) must have directly contributed to growth as a lead advisor, scalability of the firm or firm profitability (eg. in the form of operational efficiency or expense reduction efforts) New partner(s) must express a desire to remain with the firm for the long-haul. Although a person’s circumstances can always change, we have strived to create a culture of family within the firm and we want our partners to feel like Cook, Inc. is the last job they will need to take. New partner must be consistently exceeding core job responsibilities for their functional role as evaluated during their annual reviews Note: If at a point in the future, Cook, Inc.enters into an agreement to bring on an individual or individuals with an existing book of business, these individuals will be offered the opportunity to immediately purchase equity, if any is available for sale, in recognition of their potential to bring over clients and business to the firm. The equity will be offered on a trial period of 2 years. Within those 2 years, either party can decide that the agreement isn’t working out and the firm will buy the shares back at the lower of the original cost or current market value (if market value has declined). This 2-year trial period will provide risk protection to both parties in the event that the relationship does not work out.

17. Partnership Agreement 17 4.Each new partner will be required to sign a two year non-compete and non-solicitation agreement with the firm. D. Compensation for Owners 1.Owners will receive compensation as dictated by their functional job titles and bonus ranges benchmarked against industry averages. 2.Ownership does not change compensation as it is dictated by the firm’s compensation structure (based on functional job titles). Owners will participate in pro-rata distributions when they occur, which is anticipated to increase their net worth. However, this is an investment versus compensation for their functional job responsibilities. E. Ownership Transfers 1.The Executive Committee has to approve all new owners and can reject new owners for any and all reasons 2.The Executive Committee can terminate an owner at its discretion with a super-majority vote. 3.The firm will obtain an objective third party valuation utilizing DCF metrics every two years. This will be translated into a multiple of EBITDA that will be used for interim valuation purposes. 4.Owners can sell their equity at the Executive Committee’s discretion. Automatic sale approvals are: death or disability of owner, financial hardship, or the end of employment at firm. Valuation will be based on must recent EBITDA multiple. The buyer has up to 7 years to make payments on such buy-out, with 20% down immediately. 5.When equity is offered for sale, pre-approved internal buyers will have the first right of refusal. Internal transfers of equity will be discounted 20%. In the case multiple internal buyers are interested, it will first go to those who have 0-5% ownership, then 5.1% - 10.0% then over 10%. If multiple people are interested in purchasing equity and they each fall within the same ownership tranche (eg. 0-5%), then the shares would be divided up equally among the interested purchasers. 6.In the case no internal buyer is present; the firm will purchase the shares and keep them in treasury. 7.In the unlikely event the firm is not able to purchase the shares; Cook, Inc. would entertain third party indications of interest. Any outside buyer would require a super majority vote to be approved.

18. Partnership Agreement 18 F. Management of the Firm 1.The firm is managed by the Executive Committee. 2.Day to day management is the responsibility of Natalie as the CEO. 3.Only the CEO can sign documents on behalf of the firm. In the event the CEO is not available, the document would require two signatures from current Executive Committee members. G. Special Decisions 1.Decisions that require super-majority: a.Selling more than 50% of the firm to a new owner b.Terminating a partner c.Borrowing more than $1 million d.Approving a new partner e.Changing the Partnership Agreement H. Distributions and Capital 1.If available after reinvestments into the firm’s growth, the firm will distribute at least as much of its profits as necessary to meet the resulting tax liability to partner. 2.Each partner is responsible for filing their own tax return and making estimated payments 3.The firm cannot force partners to contribute more cash or other assets to the firm I.Other 1.The firm has retained MarketCounsel to review and audit this agreement. It will be reviewed and if needed changes recommended to the Executive Committee on an annual basis.

19. Founder Succession MODULE FIVE

20. Succession Plan 20 After reading through the BE GREATER book, specifically the section on Succession Planning, we feel good about our succession plan for Natalie. She plans to retire in eight years. The firm desires to have a new CEO in place 2 years prior to Natalie’s retirement. Once the successor CEO is on board and ready to assume full responsibilities, Natalie will step down as CEO, however, she will remain an active member of the Executive Committee. A share buy-out of Natalie’s 30% ownership stake, will be initiated next year (2016) where she will sell 4% per year for 5 years and then 5% for the remaining 2 years to either existing owners or newly approved owners. (See Partnership Agreement Section E) Natalie has already begun to transition her 10 legacy clients. During this client transition Natalie will continue to support business development and promotion of the firm, as well as consulting with the other advisors on an ad hoc basis for her former clients. In addition, Kelly has taken on many of the day-to-day operational activities of the firm that used to be Natalie's responsibility. The search for a replacement CEO will be focused on executive leadership and strategic decision making skills. In order to address Cook Inc.’s succession plan, the following actions will be evaluated: The Executive Committee will communicate the firms’ succession plan at the Q1 2015 Cook Inc. offsite. Based on Fidelity’s succession plan evaluator, we determined that an internal transition or merger with another firm best suits the firm’s needs and meets our desire to maintain independence. After analyses by our executive committee, we have determined that our current team, neither has the skill set nor desire to take over the role of CEO. We are committed to conducting a thorough external CEO search to determine Natalie’s successor. Along with potentially hiring a professional CEO, we will entertain potential mergers and tuck-ins to both enhance the firm’s growth as well as provide the added benefit of obtaining executive leadership. Many factors will be considered in a merger or tuck in situation, some key metrics include target client profile, AUM per client, revenue per client, firm infrastructure, as well as cultural fit. We are confident with a seven year lead time that we will find the best option for Cook, Inc. and benchmarking gives us further confidence as we are well ahead of our peer group.

21. Other Initiatives MODULE SIX

22. Other Initiatives 22 Describe any other initiatives your firm will undertake. Notes InitiativeExplanation 1. Plan Q1 2015 Offsite Address Cook Inc. Succession Plan in addition to other strategic initiatives 2. Review the latest Benchmarking Results Each year we complete Fidelity’s benchmarking. We are aware that the results were recently released and we will plan an Executive Committee meeting to debrief on our results and identify areas of opportunity. 3. Modify existing performance and development plans We plan to review each performance and development plan to ensure they outline a section on the path to ownership, specifically the skills required and some areas to focus on for the upcoming year. 4. Review tracking from recent marketing plan As outlined in Module Two we initiated a large marketing campaign including social media and staff training. The results have been fantastic, however, we need to continue reviewing the results and sources of new clients to ensure it is providing appropriate ROI. 5. Plan Staff Appreciation Holiday Event In-line with our award winning culture, we continue to show our team our appreciation for their work. Will determine a late December holiday venue.