Bingham Private Wealth LLC

ITEM 5 – FEES AND COMPENSATION

The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client
engaging the Advisor for services described herein shall be required to enter into a written agreement with the Advisor.

A. Fees for Advisory Services

    Wealth Management Services
    Wealth management fees are paid quarterly in advance of each quarter pursuant to the terms of the wealth management
    agreement. Wealth management fees are based on the market value of assets under management at the end of the prior calendar
    quarter. Wealth management fees are based on the table below.

                              Assets Under Management ($)                                 Annual Rate (%)
                     $0 to $499,999                                          1.25%
                     $500,000 to $999,999                                    1.00%
                     $1,000,000 to $1,999,999                                0.80%
                     $2,000,000 to $3,999,999                                0.65%
                     $4,000,000 to $6,999,999                                0.50%
                     $7,000,000 – And Over                                   0.35%

    The wealth management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first
    quarter. Fees may be negotiable at the sole discretion of the Advisor. The Advisor may have certain clients who have legacy fee
    arrangements in place. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All
    securities held in accounts managed by BPW will be independently valued by the Custodian. The Advisor will conduct periodic reviews
    of the Custodian’s valuation to ensure accurate billing.

    The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and
    expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of
    these commissions, fees, and costs.

    Use of Independent Managers

    As noted in Item 4, the Advisor will implement all or a portion of a Client’s investment portfolio utilizing one or more Independent
    Managers. The Advisor does not earn any compensation from an Independent Manager and will only earn its wealth management
    fee as described above. The Advisor will be allocated a portion of the investment advisory fee collected by the Independent Manager
    pursuant to the terms of the executed agreement between the Advisor and the Independent Managers. The total blended fee,
    including the Advisor’s wealth management fee and the Independent Manager’s investment advisory fee, will not exceed 2.00%
    annually.

    Retirement Plan Advisory Services

    Retirement plan advisory fees are charged an annual asset-based fee of up to 1.00%. Fees may be billed monthly or quarterly (“Billing
    Period”) in advance or arrears pursuant to the terms of the retirement plan

3 Embarcadero Center | Suite 1680 | San Francisco, CA 94111 | 415.426.5652                                       binghamprivate.com | 7

    advisory agreement. Retirement plan fees are based on the market value of assets under management at the end of the Billing Period.
    Fees may be negotiable depending on the size and complexity of the Plan but shall not exceed the fee range stated above.

B. Fee Billing

    Wealth Management Services

    Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian.
    The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at
    the beginning of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the
    total assets under management with BPW at the end of the prior quarter. Clients will be provided with a statement, at least quarterly,
    from the Custodian reflecting deduction of the wealth management fee. Clients are urged to also review and compare the statement
    provided by the Advisor to the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees.
    Clients provide written authorization permitting advisory fees to
    be deducted by BPW to be paid directly from their account[s] held by the Custodian as part of the wealth management agreement and
    separate account forms provided by the Custodian.

    Use of Independent Managers

    For Client accounts implemented through Independent Managers, the Client’s overall fees will include the Advisor’s wealth
    management fee (as noted above) plus investment management fees and/or platform fees charged by the Independent
    Managers. The Independent Managers will assume the responsibility for calculating the Client’s fees and deducting all fees from
    the Client’s account[s].

    Retirement Plan Advisory Services

    Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the
    terms of the retirement plan advisory agreement.

C. Other Fees and Expenses
    Clients may incur certain fees or charges imposed by third parties, other than BPW, in connection with investments made on behalf
    of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as
    applicable. The Advisor’s recommended Custodian does not charge securities transaction fees for ETF and equity trades in a Client’s
    account, provided that the account meets the terms and conditions of the Custodian’s brokerage requirements. However, the
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ITEM 7 – TYPES OF CLIENTS

BPW offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans.