Benningfield Financial Advisors LLC

Item 5 - FEES AND COMPENSATION
    Description
        Our annual financial management fee includes investment management and
        ongoing advice related to your managed portfolio and other personal
        finances. The fee, which is generally non-negotiable, is based on a
        percentage of the market value of the assets that we manage and is
        calculated on a tiered basis as follows:

                  Portfolio Value                                 Fee
                  First $3,000,000                                1.00%
                  Next $3,000,001 to $5,000,000                   0.75%
                  Next $5,000,001 to $10,000,000                  0.50%
                  Remaining amounts above $10,000,000             0.25%
        Accounts belonging to spouses and immediate household members may be
        combined in applying the fee schedule above. Unless BFA agrees otherwise
        in writing, cash and cash equivalent positions in a client’s managed
        portfolio are included in the value of an account’s assets for purposes of
        calculating the fee.

                           Benningfield Financial Advisors, LLC

    Fees are calculated annually and then billed in quarterly installments, in
    arrears. BFA may increase a client’s financial management fee before the
    next annual fee calculation if the client contributes additional assets for
    management by BFA that represent more than 20% of the fair market value
    of the client’s managed portfolio on the date of the previous fee
    calculation. A minimum quarterly fee of $7,500 is assessed if the value of a
    client’s managed portfolio at the time of the annual fee calculation is
    below $3,000,000. Please refer to Item 7 below for more information.
    If authorized by clients, BFA may deduct fees from clients’ managed
    brokerage accounts. If clients choose to pay fees directly, fees will be
    payable by clients immediately upon receipt of any invoice.
    At the beginning of each relationship, we perform a variety of necessary
    consultative and administrative tasks to develop each client’s financial plan
    and investment strategy for which we charge a one-time “inception fee.”
    Our standard inception fee ranges from $7,500 to $15,000 per client
    relationship and varies depending on the status of the underlying assets,
    challenges in transferring accounts to a new custodian, financial planning
    complexities, and other factors. The minimum inception fee of $7,500 is
    due upon execution of the financial management agreement with the
    balance, if any, to be determined by BFA upon completion of its initial
    financial assessment of the client’s underlying financial condition and upon
    transfer of the assets to the custodian.
    The client’s financial management fee is determined in accordance with the
    above standard fee structure, with limited exceptions negotiated on a case-
    by-case basis. Therefore, BFA, in its sole discretion, may agree to charge a
    different investment management or inception fee based upon, among
    other criteria, anticipated future earning capacity, anticipated future
    additional assets, dollar amount of assets to be managed, related accounts,
    account composition, pre-existing client relationship, account retention
    and/or pro bono activities.
    Fees for other services may be charged as mutually agreed upon, in
    advance, by clients and BFA.
    BFA normally does not provide hourly financial planning or investment
    advisory services except for existing investment management clients. When
    there is a need for such services, clients will generally be charged at the
    rate of $375 an hour and be subject to a separate hourly fee agreement
    with the client. BFA invoices clients periodically for such hourly fees, which
    are payable upon receipt of the invoice.
Fee Billing and Termination
    BFA bills for advisory services quarterly, in arrears, meaning that we invoice
    clients after the three-month billing period has ended. Payment in full is
    expected upon invoice presentation. Fees are usually deducted from a
    designated client account and paid to us by the client’s custodian to

                       Benningfield Financial Advisors, LLC

    facilitate billing. The client must consent in advance to direct debiting of
    their investment account. BFA may increase a client’s financial
    management fee before the next annual fee calculation if the client
    contributes additional assets for management by BFA that represent more
    than 20% of the fair market value of the client’s managed portfolio on the
    date of the previous fee calculation.
    A client or BFA may terminate an agreement immediately by written notice
    of such termination. BFA does not assess any additional fees related to
    termination but will be entitled to all management fees earned up to the
    date of termination. Upon termination, BFA will invoice a client for any fees
    outstanding up to the date of termination, and they are payable by the
    client upon receipt of the invoice. Any unearned portion of the fee a client
    has paid will be promptly refunded.
General Fee Disclosure
    We believe our annual financial management fees are competitive with the
    fees charged by other investment advisors in the San Francisco Bay area for
    comparable services. Certain clients may have accepted different service
    offerings and may therefore receive services under different fee schedules
    than as set forth above. Also, as an exception to its standard practices, BFA
    reserves the right to negotiate the client’s financial management fee in its
    discretion on a case-by-case basis that is generally based upon the criteria
    described above. As a result, similarly situated clients could pay different
    fees, similar advisory services may be available from other investment
...

Item 7 - TYPES OF CLIENTS
    Description
        BFA currently offers services to individuals, families, pension and profit-
        sharing plans, charitable organizations, and trusts. BFA imposes a $7,500
        minimum quarterly fee if the value of a client’s managed portfolio at the
        time of the annual fee calculation is below $3,000,000. However, BFA may
        waive or modify its minimum fee requirement in its sole discretion. Clients
        maintaining less than $3 million of assets under BFA’s management, which
        are subject to the $7,500 minimum quarterly fee, will pay a higher
        percentage-based quarterly fee than the 1.00% referenced in the fee
        schedule at Item 5 above.