Dempsey Lord Smith LLC

Item 5: Fees and Compensation

PORTFOLIO MANAGEMENT
The Client will be assessed the following annual fees by DLS in receiving portfolio
management services. The following fees are negotiable between DLS and Client; however,
no fee may exceed the stated level below listed.

Assets Under Management              Maximum Annual Fee %
$0 - $9,999,999+                     2.50% (2.00% in Alabama)

The specific annual fee is identified in the contract between DLS and Client. Related Client
accounts may be grouped for the purposes of determining the annualized fee. Discounts,
not generally available to our advisory Clients, may be offered to family members and
friends of associated persons of our firm.

Fees are paid monthly or quarterly in advance or in arrears. DLS with mutual agreement by
the Client will determine the frequency and timing of fees. At the end of each month or quarter,
depending on the frequency of billing, fees are calculated based on the total asset value of
the Client’s account at the end of each month or quarter, depending on the frequency of
billing. This is then multiplied by the annual fee percentage divided by 365 and multiplied by
the days in the billing cycle. For fees paid in arrears, Clients are only billed for the days those
accounts are managed. The fees will be deducted directly from the Client’s account or from
a single account if the Client has multiple accounts. If the Client is being billed in advance
and decides to terminate the services of DLS, the Client will be entitled to a pro-rata refund
of the fees paid in advance for unearned services. Refunds will be paid by check and/or
deposited into the account of the Client. Client may also request a refund of any unearned
fees billed in advance by contacting DLS. Refer to Item 15 for a more complete discussion of
the process of debiting fees.

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In addition to fees charged in providing advisory services, Clients will be subject to additional
charges. These include: 1) 12b-1 fees (trail fees earned from the sale of mutual funds and/or
ETFs); 2) administrative and management expenses charged in connection with certain
security products (i.e. mutual funds, etc.); and 3) charges assessed by the broker-dealer
custodian including but not limited to transaction charges, clearing charges, and account
maintenance fees. Recognizing that the receipt of 12b-1 fees can create a conflict of interest,
it is our firm's policy to select mutual funds and exchange-traded funds that do not possess a
sales charge or any 12b-1 fees, where possible.

Refer to Item 12 for a more detailed discussion of brokerage.

MODEL PORTFOLIO MANAGEMENT PROGRAM
The Client will be assessed the following annual fees by DLS in receiving portfolio
management services. The following fees are negotiable between DLS and Client; however,
no fee may exceed the stated level below listed.

Assets Under Management              Maximum Annual Fee %
$0 - $9,999,999+                     2.50% (2.00% in Alabama)

The specific annual fee is identified in the contract between DLS and Client. Related Client
accounts may be grouped for the purposes of determining the annualized fee. Discounts,
not generally available to our advisory Clients, may be offered to family members and
friends of associated persons of our firm.

Fees are paid monthly or quarterly in advance or in arrears. DLS with mutual agreement by
the Client will determine the frequency and timing of fees. At the end of each month or quarter,
depending on the frequency of billing, fees are calculated based on the total asset value of
the Client’s account at the end of each month or quarter, depending on the frequency of
billing. This is then multiplied by the annual fee percentage divided by 365 and multiplied by
the days in the billing cycle. For fees paid in arrears, Clients are only billed for the days those
accounts are managed. The fees will be deducted directly from the Client’s account, or the
Client can elect to pay fees by check. If the Client is being billed in advance and decides to
terminate the services of DLS, the Client will be entitled to a pro-rata refund of the fees paid
in advance for unearned services. Refunds will be paid by check and/or deposited into the
account of the Client. Client may also request a refund of any unearned fees billed in advance
by contacting DLS. Refer to Item 15 for a more complete discussion of the process of debiting
fees.

In addition to fees charged in providing advisory services, Clients will be subject to additional
charges. These include: 1) 12b-1 fees (trail fees earned from the sale of mutual funds and/or
ETFs); 2) administrative and management expenses charged in connection with certain
security products (i.e. mutual funds, etc.); and 3) charges assessed by the broker-dealer
custodian including but not limited to transaction charges, clearing charges, and account
maintenance fees. Recognizing that the receipt of 12b-1 fees can create a conflict of interest,
it is our firm's policy to select mutual funds and exchange-traded funds that do not possess a
sales charge or any 12b-1 fees, where possible.

Refer to Item 12 for a more detailed discussion of brokerage.

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WEALTH MANAGEMENT PLATFORM – MANAGED ACCOUNT SOLUTIONS PROGRAM
The Client will be assessed the following annual fees by DLS in receiving portfolio
management services. The following fees are negotiable between DLS and Client; however,
no fee may exceed the stated level below listed.

Assets Under Management              Maximum Annual Fee %
$0 - $9,999,999+                     2.50% (2.00% in Alabama)

In a wrap fee arrangement, Clients pay a single fee for advisory, brokerage and custodial
services. Client’s portfolio transactions will be executed without commission charge in a
...

Item 7: Types of Clients

DLS provides investment advisory services to individuals, high net worth individuals,
pension and profit-sharing plans, charitable organizations, corporations or other businesses,
and state or municipal government entities. DLS requires new Clients to have a minimum
account size of $10,000 to receive portfolio management or other services, excluding
financial planning services, from DLS. This minimum may be waived or reduced by DLS at
its discretion. DLS does not require a minimum account size or assets or net worth for other
financial planning services offered. For programs where a third-party asset manager will be
managing portfolios, the third-party asset manager or program sponsor may have a
minimum account size that may be higher or lower than that of DLS. The ADV Part 2A of
the third-party asset manager or program sponsor will state their minimums if applicable.