Capwealth Advisors LLC

ITEM 5: FEES AND COMPENSATION
      MANAGEMENT FEES
      Clients pay an annual advisory fee ("Management Fee") based on a percentage of their assets under
      management in each account on the last trading day of each calendar quarter. The minimum account size is
      $1,000,000 AUM, subject to senior management discretion. This fee covers only CapWealth's investment
      advisory services. Pursuant to this plan, clients may pay separate brokerage commissions and charges for
      transactions. Transactions are directed to broker-dealers selected by the client.

      Clients will be assessed fees indicated on the tables set forth below for the investment advisory services offered
      by CapWealth. The Management Fee is payable each quarter in advance and is expressed as an annual rate
      on the fee schedules set forth below. The fees will be deducted from the client's assets. The quarterly rate will
      be approximately one-fourth of the annual rate.

      FEE SCHEDULES

      Investment Advisory Accounts

                                   Assets Under Management              Management Fee
                                  Up to and including $1,000,000            1.25%
                                    $1,000,001 to $2,000,000                1.00%
                                    $2,000,001 to $3,500,000                 .75%
                                     3,500,001 to $5,000,000                 .60%
                                          $5,000,000 +                       .50%

      Fixed Income Accounts - Fixed-Income Only Fee Schedule

                                   Assets Under Management              Management Fee
                                  Up to and including $1,000,000             .50%
                                    $1,000,001 to $2,000,000                 .45%
                                    $2,000,001 to $3,500,000                 .40%
                                     3,500,001 to $5,000,000                 .35%
                                          $5,000,000 +                       .30%

      The Management Fee may be higher or lower than the fees that CapWealth charges other clients. The fee
      will depend on the extent of the services provided to the client and the cost of such services. The fee can be
      higher or lower than the cost of similar services offered through other financial firms. The minimum annual
      account fee is $5,000. The minimum fee may be waived at the discretion of the CEO or Chairman.

      CapWealth may increase or decrease the standard Management Fee, which is set forth in the schedules above,
      in appropriate circumstances. This fee increases or decreases based on a number of factors including, but not
      limited to the following:

         1.   The anticipated services required by the client
         2.   The type and size of the account
         3.   The historical and/or expected size or number of trades for the account
         4.   Services provided to the account
         5.   The client's other accounts with CapWealth
         6.   The accounts of the client's family with CapWealth
         7.   CapWealth's assessment of the potential future business the client may generate

      The fee set forth in the client's agreement will continue until 30 days after CapWealth has notified the client
      in writing of any change in the amount of the fee applicable to the client's account. At such time, the new
      fee will become effective unless the client notifies CapWealth that the account will be closed.

FORM ADV PART 2A
CAPWEALTH ADVISORS, LLC (SEC NO. 801-69908)

      Any investment advisor representative of CapWealth may negotiate a discount on the Management Fee. Any
      increase in the Management Fee must be approved by the CEO or Chairman.

      The Management Fee does not cover transaction costs, including brokerage commissions, "markups," "mark-
      downs," "dealer spreads" or other charges resulting from transactions directed to broker-dealers.

      CapWealth does not hold any customer assets and does not act as a custodian. The Management Fee does
      not cover the cost of custody services. A separate custody fee may or may not be charged by the custodian
      (which could be a bank or a brokerage firm) that holds your assets. The Management Fee also does not cover
      certain costs or charges that may be imposed by a custodian or other third parties, including but not liminted to
      costs associated with exchanging foreign currencies, odd-lot differentials, transfer taxes, exchange fees, wire
      transfer fees, postage fees, and other fees or taxes required by law. The Management Fee does not cover the
      annual fee that custodians or third parties may charge IRA accounts. Costs associated with using margin are
      not covered by the Management Fee and may result in additional costs to the client.

      ADMINISTRATIVE FEES
      CapWealth imposes a $400.00 annual administrative fee per account. This fee helps to cover the cost associated
      with software/tools that are used for performance measurement and reporting. This fee can be waived at the
      discretion of the CEO or Chairman. One fourth of the administrative fee will be deducted quarterly along with the
      management fee.

      CUSTODIAN FEES
      The broker-dealer (“custodian”) that holds your assets may impose charges for certain investments and for
      maintaining your account. The custodian may also charge a transaction fee when we buy and sell an investment
      for you. The custodian fees are in addition to our management fees. Some investments, such as mutual funds
      and exchange traded funds (“ETF”), charge additional fees that reduce the value of your investment over time.

      TERMINATION OF AGREEMENT AND MANAGEMENT FEE
      The investment management agreement may be terminated by the client at any time. Any account that has paid
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ITEM 7: TYPES OF CLIENTS
      CapWealth provides investment advice to the following types of clients:

               Individuals
               High Net Worth Individuals
               Charitable Organizations
               Corporations and Other Businesses

      CapWealth has a minimum annual account fee of $5,000, although the minimum may be waived at the discretion
      of the CEO or Chairman. For additional information regarding fees please see the section entitled "Fees and
      Compensation".