Cypress Wealth Management 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 one or more
agreements with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Investment advisory fees are paid quarterly in advance pursuant to the terms of the investment advisory agreement.
Investment advisory fees are based on the market value of assets under management at the end of the prior calendar
year. Investment advisory fees range up to 0.70% of Client assets under management annually based on several
factors, including: the scope and complexity of the services to be provided; the level of assets to be managed; and the
overall relationship with the Advisor. Advisor may also charge a fixed fee. Relationships with multiple objectives, specific
reporting requirements, portfolio restrictions and other complexities may be charged a higher fee.

The investment advisory fee in the first quarter of service is prorated for the period 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. All securities held
in accounts managed by Cypress Wealth will be independently valued by the Custodian, and the Advisor will conduct
periodic reviews of the Custodian’s valuation to verify 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 that may be incurred by the Client, which fees, costs and
expenses are borne by the Client’s account.

Financial Consulting Services
Cypress Wealth offers financial consulting services on a fixed engagement fee. Fixed fees range up to $40,000 and
may be negotiable based on the nature and complexity of the services to be provided and the overall relationship with
the Advisor. An estimate for total costs will be provided to the Client prior to engaging for these services.

Private Fund Advisor
The Advisor charges an advisory fee to the CWM Funds, equal to a percentage of the assets under management to
the fund. For more detailed information on the fees and compensation, please refer to the respective CWM
Fund’s Offering Documents.

                                              Cypress Wealth Management LLC
                                  18W140 Butterfield Road, Ste 1110, Oakbrook Terrace, IL 60181
                                                      Phone: (331) 307-7444
                                                    www.cypressholdings.com

B. Fee Billing
Wealth Management Services
Investment advisory 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 Cypress Wealth at the end of the prior
calendar year. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of
the investment advisory 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 Cypress Wealth to be paid directly from their account[s] held
by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian.

With respect to unaffiliated non-custodial partnership/private fund investments, which are not held at the Custodian, the
Client shall be required to complete applicable private placement and/or account opening documents to establish these
investments. The Advisor will debit its fee for providing investment advisory services with respect to these relationships
directly from an account designated by the Client held at the Custodian. For certain non- custodial partnership/private
fund investments, the Advisor may not receive quarter-end investment valuations prior to its fee billing calculation. In
such instances, the Advisor will use the most recent valuation available for the calculation of investment advisory fees.
The Advisor will recalculate its fee upon receipt of final valuations. Adjustments are reflected in the fee calculations for
the next quarterly period.

Financial Consulting Services
Financial consulting fees are invoiced quarterly. If the services are provided annually, the consulting fee will be invoiced
annually.

C. Other Fees and Expenses
Certain Clients have engaged Christopher L Hughes and John A Staab to act as trustee on the Client’s behalf. In
such cases, any charges payable by the Client for trustee services will be in addition to any investment advisory fees
payable by Client to Cypress Wealth.

Clients may incur certain fees or charges imposed by third parties, other than Cypress Wealth, 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 Custodian typically charges for mutual funds
and other types of investments. The fees charged by Cypress Wealth are separate and distinct from these custody
and execution fees.

In addition, all fees paid to Cypress Wealth for investment advisory services are separate and distinct from the
...

Item 7 – Types of Clients

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

                                              Cypress Wealth Management LLC
                                  18W140 Butterfield Road, Ste 1110, Oakbrook Terrace, IL 60181
                                                      Phone: (331) 307-7444
                                                    www.cypressholdings.com

The Advisor also offers portfolio management services to the CWM Funds. The CWM Funds are not registered under
the Investment Company Act of 1940, as amended, in reliance on the exemptions provided in Sections 3c(7)
thereunder, as applicable. Additionally, the interests, shares or units (as applicable) of the CWM Funds are not
registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the
“Securities Act”) pursuant to an exemption from registration under Regulation D of the Securities Act.

The various requirements for investing in a CWM Fund, including the minimum investment size, are set forth
in the respective CWM Fund’s Offering Documents. The Advisor has the ability, in its sole discretion, to
permit commitments below the minimum amounts set forth in the Offering Documents.