1. Burns Simpson SESSION THREE WORKBOOK Decisions and Notes for Modules 1 – 6 BSMARTer Business Simulation Management and Relationship Training

2. Fundamentals of Equity MODULE ONE

3. Changes in Equity 2 We at Burns Simpson have experienced a large amount of change since the original buy-out and hand-off from Chuck and Harold. We also believe the firm needs to continue evolving, not only with our current leadership team but also with the growing need of advice for tomorrow’s retires. We believe our ownership structure (as outlined below) is evenly distributed to help us with continued growth and evolution with the exception of Cat. We have come to the early conclusion and agreement that Cat (current ownership at 16%) would be the first to exit as an owner where her ownership would be transferred to future owners. Any and all change to equity and ownership structures has to be ‘board approved’ with the board consisting of Edna, Ken, Ned and Cat. Any and all changes to equity ownership will follow the below process including: Board approval of all new owners; Cannot reject an owner without specific reason(s) and/or cause. OWNER% SHARE Edna21% Ken21% Ned18% Selma16% Apu4% Ben4% Cat16%

4. Changes in Equity 2 Distribution of equity: 1.Existing owners have the right of first refusal when an existing owner sells 2.Board defaults to #1 Burns Simpson is under no obligation to provide liquidity to a departing or retiring owner Partners who become deceased or disabled will be bought out by the firm at a value determined by an appraisal of the company (provided by independent firm, approved by board vote) Regarding any future equity ownership plans and/or changes, the leadership team does not have any future plans to include any outside owners or any ‘selling plans’ to outside third parties at this time and believes with the future exit of Cat, excess equity and ownership opportunities will be created, giving Burns Simpson added room needed to attract the “next-gen” group of owners. As previously mentioned, the leadership team has begun to work on the future of Burns Simpson. What this means is attracting “Next-Gen” owners and additional advisors or tuck-ins enabling the firm to experience what we call: chunky growth or larger bumps in AUM by bringing on additional books of clients.

5. Changes in Equity 2 Next-Gen may include some senior functional roles as the firm continues to expand and grow. These positions may include a COO or CIO positions. The leadership also feels that future tuck-in’s with large enough books of AUM that can add significant revenue may want some sort of equity ownership, making it easier for them to move their books of clients. The future changes in equity ownership with Cat’s 16% will allow for ‘dry- powder’ or additional equity to share with future owners. As described above, a ‘tuck-in’ will allow Burns Simpson to achieve AUM growth faster than any other organic growth method. The leadership team model has agreed on the below model to begin the process of attracting future advisors to the firm: Tuck in model - $1m producer example:  50% payout to advisor  20% used for overhead to that advisor / team  30% to Burns Simpson bottom line  $300k to bottom line

6. Valuation Principles and Experience MODULE TWO

7. Firm Value 4 Firm Valuation Review Our board has decided to institute an annual firm valuation exercise enabling each owner to have a good understanding of not only what the firm is worth but also to continue to learn about the evolving RIA businesses and what the marketplace is ‘paying’ today and into the future. We have engaged DeVoe & Company to help us stay on course and to understand what drives our firm valuation. Based on his engagement we are focused on the criteria below:  Growth of AUM  Profitable recurring revenues  Bottom line cash flow (EBIT)  Overall risk elements to the firm such as size and concentration of clients, age of the clients and current tenure of client relationships According to DeVoe & Company, firms of $500M -$1B typically see valuations of 5 – 7 times cash flow. This leads us to a cash flow value of:  7x EBIT = (7 x $1,641,924) = ~$11.5M We also looked at recent industry data regarding closed deals and according to “The Cerulli Edge Advisor Edition, Q4, 2014”, the average multiple paid was 2.2 times Revenue. This would result in the following value:  2.2x Revenue = (2.2 x $6,210,178) = ~$13.7M

8. Firm Value 4 Firm Valuation Review (continued…) Accordingly, we think the range of valuation for Burns Simpson is between $11.5M and $13.7M As part of the annual valuation exercise the board will review the following key drivers as part of our strategic plan to ensure we are maximizing them to increase firm valuation: 1.How much revenue is transactional vs. recurring 2.Focus driving growth through a team based approach vs. individuals 3.Replacing our aging client base with younger clients 4.Reviewing our business and operational processes to ensure they are performing efficiently 5.A discipline and defined process with compensation plans 6.Reviewing current client concentration risk 7.Discussing any firm cultural differences to ensure everyone is focused on the same firm goals 8.Reviewing current asset retention rates to ensure a sticky client-base 9.Benchmarking the financials of the firm against other firms of similar size to see how we compare

9. New Partnership Admission MODULE THREE

10. Criteria for New Partners 6 New Partner Criteria: The Burns Simpson team would value the opportunity to offer partnership to an internal or external candidate that meets the criteria that the existing partners have carefully discussed and agreed upon. In line with our mission and vision for our firm, we agree that it is critical to provide an atmosphere of opportunity and growth at Burns Simpson. Determining and communicating the criteria for partnership is an important step in this direction. The following outlines our new partner criteria: Personal Attributes & Experience Values a team approach with clients & will apply to existing client book (if has one) Believes in the importance of mentoring next generation of talent Shares fresh perspective and ideas proactively Recognizes the importance of “BeGreater” and views Burns Simpson as a business that requires ongoing strategic planning A financial planning advocate Proven Results Proven record of growth - functional or revenue generating is acceptable If existing client book, must meet target client profile, or represent a business opportunity that has strategic benefit Actively involved in the communityEstablished, positive reputation Partner Consensus All of the existing partners truly “like” the individual & share effective communication styles Gains a 100% vote of existing partners Willing Commitments Interested in a long term commitment to the firm Agrees with outlined roles & responsibilities discussed Equipped with capital to investWilling to sign non-compete and non-solicit

11. Criteria for New Partners 6 Criteria for New Partners (continued…) To complement the above criteria, we will go through the process of asking ourselves the questions contained within the IWS Talent Assessment document. The existing partners will do this exercise as a team to collaborate on any decisions. The key questions are:  Ability to grow the business: Is the individual able to generate ongoing revenue for the firm?  Management acumen: Can this individual prioritize work and make good management decisions?  Leadership and people skills: How well does the individual lead team members?  Self-knowledge: Does the individual know his or her strengths and weaknesses and is he or she able to fill any gaps?  Trust: Does this individual have the integrity to work with you in an effective transition?  Willingness to take responsibility: Is the individual willing to accept the risks and accountabilities of ownership?

12. Partnership Agreements MODULE FOUR

13. Partnership Agreements 8 Partnership Agreement Changes Having changed ownership drastically twice in a five years (founders leaving and restructure after outside equity partner payoff), the owners of Burns Simpson feel that it is time to revisit our Partnership Agreement. The original agreement was written when there were two partners. We need an agreement to provide the framework for future ownership changes, AUM growth, and role clarity. In addition to this framework we are seeking outside counsel employing the Law Offices of Patrick J. Burns to review and codify our Partnership Agreement. A – Entity and Business Burns Simpson is an LLC registered as Investment Advisor (RIA) B – Board of Directors 1.The Board of Directors will oversee the management. The CEO will have ultimate decision making authority with regard to managing the firm’s day to day operations and will report to the Board. The Board can remove the CEO. The CEO will have a seat on the Board. 2.The Board will consist of the managing partners. Board changes will be made by a super-majority, greater than 60% vote of the current board. Currently the managing partners are Edna, Ken, Ned, Cat, and Selma. The Chairman of the Board will be elected by the managing partners. 3.The Board will make decisions on most matters by simple majority, except for removing managing partners, which requires a super majority. In the case of a tied vote, the matter will be submitted for vote to all partners. 4.Each member of the Board will have one vote. 5.The Board will meet quarterly or as needed to make decisions. 6.Rotating three year staggered term per member.

14. Partnership Agreements 8 TERMINATION OF PARTNERSHIP - It is hereby agreed by all parties that at the termination of the partnership or a partner, the said partners shall within a period of thirty (30) days, give a true and final account of all things relating to their business including money, goods, wares, fixtures, and all other properties, which after payment of the partnerships liabilities, shall be divided between them in the same percentages as were profits and losses and within a period of ninety (90) days, truly adjust all matters with the departing partner. At no point can the partner or partners sell their contribution to outside entities. Buy outs will only be made to the departing partner and/or partners; and should said partners be unable to ascertain the value of any of the assets belonging to the partnership, said assets shall then be sold either at private or public sale to be agreed upon by the parties hereto and a division of the proceeds of said sale shall be divided as herein provided. C - Ownership Interest 1.The current ownership interest is: OWNER% SHARE Edna21% Ken21% Ned18% Selma16% Apu4% Ben4% Cat16%

15. Partnership Agreements 8 C - Ownership Interest (continued…) 2.Each owner agrees that they will not compete with the firm for a period of 2 years after their resignation from the firm and that they will not solicit clients away from the firm for a period of 2 years following their departure. 3.All owners are required to sign a non-compete, non-solicitation, and confidentiality agreements. D. Compensation for Executives 1.Executives will receive compensation as follows: 2.Executives will also participate in the business development bonus of the firm. 3.The Board will review executive salaries every three years or as needed to make decisions. E. Ownership Transfers 1.The Board has to approve all new owners but cannot reject an owner without reason. 2.Existing owners have the right of first refusal when an existing owner sells 3.The company is under no obligation to provide liquidity to a departing or retiring owner. 4.Owners who become deceased or disabled will be bought out by the firm 5.Add ‘key-man’ insurance for all Executives and owners with greater than a 5% ownership interest for all death and disability scenarios. 6.Mandatory ownership divesting at age 70, using a five year divesting schedule. Edna – $350,000Ken – $275,000 Ned – $275,000Selma – $275,000 Cat – $275,000Apu – $225,000 Ben – $225,000

16. Partnership Agreements 8 F. Management of the Firm 1.The CEO has ultimate decision making authority in managing the firm. The CEO reports to the Board of Directors. The CEO will retain a seat on the Board of Directors. 2.Day to day management is provided by the Management Committee, consisting of the functional leaders. 3.The Management Committee can sign on behalf of the firm. G. Distributions and Capital 1.The firm will distribute at least as much of its profits as necessary to meet the resulting tax liability to the owner. 2.Each owner is responsible for filing their own tax return and making estimated payments 3.The firm cannot force owners to contribute more cash or other assets to the firm. H. Other …

17. Founder Succession MODULE FIVE

18. Succession Plan 10 Burns Simpson has decided to implement an internal succession plan for all future owners. Based on the overall ‘negative’ experience of the ineffective transition of the two founders to the new partners at Burns Simpson, the firm now wants to set up a formal process to ensure a smooth succession plan for the future of Burns Simpson. The board and overall leadership of the firm is over 10 years younger than Cat and is focused on the longer term picture of running the firm without Cat on board. For this reason, our initial goal of the firm will be the succession of Cat, her leadership position and 16% ownership of the firm.  Her job function as CFO will be gradually moved to Selma, current COO at the firm  Selma will also move into a larger, leadership role taking the place of Cat  Cat’s ownership would begin to be sold and distributed to partners and owners identified over the next ten year period:  10% of her shares sold internally to Ben & Apu – seller or externally financed  Cat retains 6%, maintains her board seat until board agrees / votes on remaining 6% to be sold / divested

19. Succession Plan 10 Our Considerations During the Succession Planning Process: Based on the Burns Simpson vision of our existing board, owners and partners, we implemented an internal succession plan and used the Fidelity IWS Internal Succession Plan roadmap as the benchmark for our plan and how we institutionalize the process for all future owners of the firm. Thought process and basis for succession plan: 1.What is the functional job of the individual(s) before they move on and how we will replace 2.Does the individual(s) play a leadership role; how will we replace this role 3.Ownership – how will we replace this capital and how will we buy them out Firm Value Goals and Timeline Assess Potential Buyers Evaluate Deal Structure Options Address Governance Issues Document our Plan Determine what our firm is worth so we can engage in a meaningful discussion with potential buyers. Outline our financial and participatory goals and create timelines for a sensible exit strategy. Take a close look at our internal talent to ensure we have the successor(s) you need. Assess options for structuring the deal and negotiate terms with our buyer(s). Review regulatory and governance issues and update all relevant documents. Assemble the necessary materials and information, and communicate aspects of the plan to employees and clients. 2015 - $11.5 to $13.7 M 2015 – 2025 Transition Cat’s role and ownership 10 % split equally to Ben & Apu Remainder at later date but by 2025, as potential owner or capital becomes available Internal transition – seller or externally financed Need to: Update partnership agreement once ownership transfer begins Communication strategy and review governance in place

20. Other Initiatives MODULE SIX

21. Other Initiatives 12 Describe any other initiatives your firm will undertake. Notes InitiativeExplanation 1. 2. 3. 4. 5. 6.