Cannell & Co

Fees and Compensation

         Our annual fee is based on the total value of each client’s assets under
management on the last day of each calendar quarter. Our fees are billed at the end of
each quarter. Fees are pro-rated in the event the Firm does not manage the account for an
entire calendar quarter. If an investment advisory agreement is terminated on other than
the last day of the calendar quarter, the fee is based upon the value of the account on the
date of termination. Certain accounts managed by several of the portfolio managers who
joined the Firm in 2014 are subject to a lower fee than shown in the schedule relating to
those managers.

       Fees for accounts managed by Joseph Werner are typically calculated as follows:

   A. Fixed Income Securities:

   •   0.40% on fixed income securities with original maturity of more than one year,
       and

   B. All Other Assets:

   •   1.20% on the first $2,000,000 of assets under management

   •   1.00% on the next $3,000,000 of assets under management
   •   0.75% on the next $10,000,000 of assets under management
   •   0.50% on assets under management in excess of $15,000,000.

        Fees for accounts managed by Edward Giles or William Herrman II are typically
calculated as follows:

   A. Fixed Income Securities:

   •   0.40% on all fixed income securities, and

   B. All Other Assets:

   •   1.20% on the first $2,000,000 of assets under management
   •   1.00% on the next $3,000,000 of assets under management
   •   0.75% on the next $10,000,000 of assets under management
   •   0.50% on assets under management in excess of $15,000,000.

        Fees for accounts managed by Ian MacCallum, Robert Shapiro or Robert Eising
are typically calculated as follows:

   A. Fixed Income Securities:

   •   0.40% on all fixed income securities, and

   B. All Other Assets:

   •   1.00% on the first $10,000,000 of assets under management
   •   0.75% on the next $10,000,000 of assets under management
   •   0.60% on the next $10,000,000 of assets under management
   •   0.40% on the next $70,000,000 of assets under management
   •   0.30% on assets under management in excess of $100,000,000.

       Fees for accounts managed by Walter Giles are typically calculated as follows:

   •   1.00% on the first $5,000,000 of assets under management
   •   0.75% on the next $5,000,000 of assets under management
   •   0.50% on assets under management in excess of $10,000,000.

        A client may authorize the custodian to deduct the investment advisory fee from
the custody account or the client may elect to receive a bill each quarter for the amount
due.

        Clients will be charged custody fees by their custodian. Clients should refer to
the custody agreement or contact their custodian for a discussion of their fees.

       Clients will be charged brokerage commissions for transactions effected by the
Firm on their behalf. See Brokerage Practices section. Clients will also be charged
money market fund fees by the fund’s manager on the cash portion of the account.

        Clients will be charged a fee by the third-party class action processor which the
Firm has retained. This fee is a percentage of the total compensation awarded to the
client and is deducted by the class action processor prior to disbursing the award to the
client.

Investing in Restricted Securities and Private Equity
Cannell & Co might choose to invest a portion of client portfolio assets in non-
marketable securities and nonpublic companies. Such securities or other interests
acquired by Cannell & Co. Alternatives for its clients will have restrictions on resale
and, even in the absence of such restrictions, may not be marketable. Restricted
securities generally are difficult or impossible to sell at prices comparable to the
market prices of similar securities that are publicly traded. It is highly speculative as to
whether and when an issuer will be able to register its securities so that they become
eligible for trading in public markets.
Cannell & Co compensation from these investments include fees or similar charges
assessed on account performance, at times through a revenue share arrangement,
which is based on capital appreciation over certain periods. The Portfolio Managers of
the privately-placed, pooled investment vehicles also advise other client accounts that
are charged standard fees. As a result, conflicts of interest may arise because the
Portfolio Managers may have an incentive to favor the pooled investment vehicles
over other client accounts. We have in place policies and procedures designed to
reduce the likelihood of such conflicts, which include monitoring accounts as
appropriate, and, if deemed necessary, imposing trading restrictions on certain
securities.
Cannell acts as investment adviser to a pooled investment vehicle. Cannell’s CCO,
President and Portfolio Managers will be responsible for reviewing the Private
Placement Memorandum (PPM) or other documents created for the purposes of
governing the operation and investment strategies of the pooled investment vehicle.
These documents should be consulted, as appropriate, by Cannell in its management of
such pooled investment vehicle.

Each portfolio manager of a pooled investment vehicle is responsible for ensuring that
he/she understands the restrictions set forth in the pooled investment vehicle’s PPM
and other governing documents and Cannell’s CCO is responsible for ensuring that
each portfolio manager understands these restrictions.

Performance-Based Fees and Side-by-Side Management

       There are no performance-based fees.

Types of Clients

         We manage assets on behalf of individuals, pension and profit-sharing plans,
trusts, estates, non-profit organizations, partnerships, corporations and other business
entities. In some cases, employees of the Firm serve as trustee for some trust account
clients, by virtue of a prior relationship with those clients.

       There is typically a $2,000,000 minimum to open an account with us. In certain
instances this minimum may be waived.

Methods of Analysis, Investment Strategies and Risk of Loss

       Significant rewards can come to the prudent and patient investor. Quality
management, a proven record, a competitive advantage, sound financials and the
opportunity for growth are the fundamental traits we look for in the companies in which
we invest.

        We employ fundamental security analytical techniques, although consideration is
given to technical studies. Our primary investment objective is capital appreciation.
Research is conducted primarily in-house, though we also attend industry events and
interviews that allow the Firm to meet with senior executives from companies in which
we may have an interest. Additionally, in June of 2020, we entered into an agreement
with an expert network service, allowing the Firm to pay a fee to obtain access to subject
matter experts in specific companies and sectors. We manage this arrangement by
obtaining affirmations regarding each individual expert engagement; prior to the
individual engagement between the network and our Firm, the subject matter expert
affirms that no material non-public information will be discussed during the meeting.

        When we identify what we believe to be a promising investment, we evaluate its
suitability for each of our clients. For most of our clients, we invest a significant majority
of their assets in common stocks (or publicly traded limited partnership interests).
However, we maintain cash or cash equivalents in each portfolio sufficient to permit us to
capitalize on new investment opportunities without being forced to sell an existing
holding at an inopportune time.

        We believe common stocks are an excellent way to preserve and enhance
purchasing power. We want our clients to own good businesses — businesses that we
understand, that are managed by dedicated and able people. Other characteristics we
look for are low cost of raw materials, high return on stockholders' equity, positive free
cash flow, and a material management stake in the business. We keep an eye out for
evolving industries and new concepts as well as for unduly depressed securities that

appear to provide an appropriate level of market risk, but potential for substantial
appreciation.

        For many clients, we employ fixed income strategies in at least a portion of their
portfolio.

         While the foregoing describes the general precepts guiding our investment
strategy, it is inherent in our makeup to avoid dogma, to keep a clear and open mind as to
what constitutes value and to be deeply suspicious of the prevailing view. We manage
each account individually. Therefore, a client's financial needs, goals, tolerance for risk,
etc. further shape our investment strategy with respect to that account.

        A typical portfolio managed by Joseph Werner, Edward Giles, Walter Giles or
William Herrman II will hold fewer than 25 securities. They believe this allows for
appropriate diversification and manages risk while not watering down the importance of
each investment to the overall return of the portfolio. When a holding becomes too small
or too large relative to the portfolio, they tend to rebalance the holding. In taxable
accounts, they endeavor to hold a given security for over a year if they feel that the
security’s future prospects warrant doing so.

        A typical portfolio managed by Robert Eising, Ian MacCallum or Robert Shapiro
will hold 25-40 securities, and may hold fixed income securities.

        Investing in equity or fixed income securities involves risk of loss that clients
should be prepared to bear. There is no assurance that an investment will provide
positive performance over any period of time. Past performance is no guarantee of future
results and different periods and market conditions may result in significantly different
outcomes. There can be no guarantee that our decisions will produce the intended result,
and there can be no assurance that the investment strategy will succeed. Additional
material risks presented by the strategy and its investments are set forth below.

        Market risk: The market values of the securities may decline, at times sharply and
unpredictably. Market values of equity securities are affected by a number of different
factors, including the historical and prospective earnings of the issuer, the value of its
assets, management decisions, decreased demand for an issuer’s products or services,
increased production costs, general economic conditions, interest rates, currency
exchange rates, investor perceptions and market liquidity.

        Stocks of a particular sector (e.g., energy, financial, etc.) or style (e.g., “growth”
or “value”) held in an account could fall out of favor and returns would subsequently trail
returns from the overall stock market. The performance of stocks of large-cap companies
could underperform those of smaller companies that may be more nimble and have better
growth prospects. The performance of stocks of small and mid-cap companies could be
more volatile than stocks of larger companies. There may be less liquidity in a smaller
company’s stock, which means that buy and sell orders in that stock could take longer to
complete without impacting price. Small-cap companies often have less predictable
earnings, more limited product lines and markets, and more limited financial and
management resources than larger companies.

        Non-U.S. risk: Companies based outside of the United States or domestic
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