Bruton Chisnell Advisors LLC

Item 5. Fees and Compensation

           Bruton Chisnell offers its services on a fee basis, which includes hourly and/or fixed fees, as well as fees
           based upon assets under management. In addition, certain of Bruton Chisnell’s Supervised Persons offer
           securities brokerage and insurance services under a commission arrangement.

           Financial Planning and Consulting Fees

           Bruton Chisnell may charge a fixed fee and/or hourly fee for financial planning and consulting services.
           These fees are negotiable, but generally range from $500 to $2,500 on a fixed fee basis and/or from $100
           to $250 on an hourly rate basis, depending upon the level and scope of the services and the professional
           rendering the financial planning and/or the consulting services. These services are only available after an
           initial consultation for which Bruton Chisnell usually charges a fixed fee of $500. If the client engages or
           has previously engaged Bruton Chisnell for additional investment advisory services, Bruton Chisnell may
           offset all or a portion of its fees for those services based upon the amount paid for the financial planning
           and/or consulting services.

           Prior to engaging Bruton Chisnell to provide financial planning and/or consulting services, the client is
           required to enter into a written agreement with Bruton Chisnell setting forth the terms and conditions of
           the engagement. Generally, Bruton Chisnell requires one-half of the financial planning / consulting fee
           (estimated hourly or fixed) payable upon entering the written agreement. The balance is generally due
           upon delivery of the financial plan or completion of the agreed upon services.

           Investment Management Fee

           Bruton Chisnell provides investment management services for an annual fee based upon a percentage of
           the market value of the assets being managed by Bruton Chisnell.          Bruton Chisnell’s annual fee is
           exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and
           expenses which are incurred by the client. Bruton Chisnell does not, however, receive any portion of
           these commissions, fees, and costs. Bruton Chisnell’s annual fee is prorated and charged quarterly, in
           advance, based upon the market value of the assets being managed by Bruton Chisnell on the last day of
           the previous quarter. The annual fee varies depending upon the market value of the assets under
           management, as follows:

                                 PORTFOLIO VALUE                                  BASE FEE

                                 up to $1,000,000                                      1.00%
                                 $1,000,001 - $5,000,000                               0.70%
                                 $5,000,001 - $15,000,000                              0.30%
                                 Above $15,000,0001                                negotiable

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         Disclosure Brochure                                               Bruton Chisnell Advisors, LLC

           In addition, the Firm reserves the right to charge a minimum fee of 1.50% on accounts that are under
           $150,000 in value.

           Fee Discretion

           Bruton Chisnell, in its sole discretion, may negotiate to charge a lesser management fee based upon
           certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount
           of assets to be managed, related accounts, account composition, pre-existing client, account retention,
           pro bono activities, etc.).

           Fees Charged by Financial Institutions

           As further discussed in response to Item 12 (below), Bruton Chisnell generally recommends that clients
           utilize the brokerage and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) and/or
           Charles Schwab & Co., Inc (“Schwab”) for investment management accounts.

           Bruton Chisnell may only implement its investment management recommendations after the client has
           arranged for and furnished Bruton Chisnell with all information and authorization regarding accounts with
           appropriate financial institutions. Financial institutions include, but are not limited to, Fidelity, Schwab,
           any other broker-dealer recommended by Bruton Chisnell, broker-dealer directed by the client, trust
           companies, banks etc. (collectively referred to herein as the “Financial Institutions”).

           Clients incur certain charges imposed by the Financial Institutions and other third parties such as fees
           charged by Independent Managers, custodial fees, charges imposed directly by a mutual fund or ETF in
           the account, which are disclosed in the fund’s prospectus (e.g., fund management fees and other fund
           expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund
           fees, and other fees and taxes on brokerage accounts and securities transactions. Additionally, for
           assets outside of any wrap fee programs, clients incur brokerage commissions and transaction fees.
           Such charges, fees and commissions are exclusive of and in addition to Bruton Chisnell’s fee.

           Fee Debit

           Bruton Chisnell’s Agreement and the separate agreement with any Financial Institutions may authorize
           Bruton Chisnell or Independent Managers to debit the client’s account for the amount of Bruton Chisnell’s
...

Item 7. Types of Clients

          Bruton Chisnell provides its services to individuals, pension and profit sharing plans, trusts, estates,
          charitable organizations, banking and thrift institutions and corporations and business entities.

          Minimum Fee

          As a condition for starting and maintaining a relationship, Bruton Chisnell generally imposes a minimum
          annual fee of $5,000.     This minimum fee may have the effect of making Bruton Chisnell’s services
          impractical for certain clients, particularly those with portfolios less than $500,000 under Bruton Chisnell’s
          management. Bruton Chisnell, in its sole discretion, may waive its minimum annual fee based upon
          certain criteria including anticipated future earning capacity, anticipated future additional assets, dollar
          amount of assets to be managed, related accounts, account composition, pre-existing client, account
          retention, and pro bono activities. Also, as discussed above in Item 5, the Firm reserves the right to
          charge a minimum fee of 1.50% on accounts that are under $150,000 in value.

          Additionally, certain Independent Managers may impose more restrictive account requirements and
          varying billing practices than Bruton Chisnell.       In such instances, Bruton Chisnell may alter its
          corresponding account requirements and/or billing practices to accommodate those of the Independent
          Managers.

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      Disclosure Brochure                                                 Bruton Chisnell Advisors, LLC