Devenir Investment Advisors LLC

Item 5 – Fees and Compensation
Investment advisory services provided have the following available fee structures:
Annual Assets Under Management Fee for Investment Supervisory Services and
Investment Advisory Services:

         Gross Market Value                         Annual Fee

         Minimum $1,000,000                         1.00%
         Next $2,000,000                            0.75%

         Next $10,000,000                           0.25%

         Next $25,000,000                           0.20%

         Next $50,000,000                           0.15%
         Next $100,000,000                          0.12%

         Next $500,000,000                          0.10%

         This schedule is used as a guideline only; all fees are subject to
         negotiation at the sole discretion of Devenir.

Annual Fixed-Fees:
Devenir may charge a fixed-fee for its advisory services. Devenir’s fixed-fee range is from $250
to $200,000 on an annual basis, depending upon the level and scope of the services required. The
services that may correspond to the designated fixed-fee amount may vary. Devenir is unable to
forecast the exact services that may be involved for the client who is charged $250 or one who is
charged $200,000 for Devenir’s services on a fixed-fee basis. As such, the determination of the
fixed-fee amount will vary based upon any number of factors which may be specific to each client’s
set of circumstances. Advisory services that are anticipated to be more complex will generally
warrant a higher fixed-fee amount. Less complex services may generally result in a lower fixed-
fee amount.

There is no set group of services that may be obtained at the $250 level nor any particular set of
services that may be obtained at the $200,000 level. The fixed-fees will be based on the
complexity of the service that is anticipated to be necessary for the particular client.

Devenir’s fixed fee for providing advisory services is determined based on anticipated scope of
work to be done. Since Devenir cannot accurately determine the fee amount until learning about
the client’s circumstances, it is Devenir’s practice to provide an initial, no obligation, no cost
meeting in order to become familiar with the client’s circumstances. Devenir will obtain information
from the client verbally and on any current information gathering documents approved for use by
Devenir. The information gathered during this session will assist Devenir in determining the fee
amount for the client’s advisory services.

Assessment of Annual Fees. One quarter (1/4) of the total annual investment advisory fee (i.e.
percentage of assets under management or fixed fee) amount, prorated according to the date of
execution of the Services Agreement, shall be payable at the start of the calendar quarter in which
the initial meeting between the Client and Devenir takes place. The appropriate percentage rate
shall be assessed against the dollar value of the managed assets as of the first business day of
the calendar quarter. This initial payment shall represent the service fee for the calendar quarter
that is beginning. The remaining three quarterly portions of the annual fee amount shall be
calculated in the same manner, charged in advance, for the preceding calendar quarter. Each
such subsequent fee shall be individually due and payable, in advance, by the client at the start of
each subsequent calendar quarter. Such arrangements shall continue in effect unless the
Services Agreement is properly terminated or otherwise modified in accordance with the provisions
of the Services Agreement.

If any advisory relationship begins after the first day of a quarter or terminates before the last day
of a quarter, fees are prorated accordingly.

Hourly Fees for Investment Consultations

Hourly Fees:
Devenir may charge an hourly fee for its advisory services. Devenir’s hourly fees are negotiable,
but generally range from $100 to $300 on an hourly basis, depending upon the level and scope of
the services required.

Devenir’s hourly rate is determined based on anticipated work to be done. Since Devenir cannot
accurately determine the hourly fee amount until learning about client’s financial circumstances, it
is Devenir’s practice to provide an initial, no obligation, no cost meeting in order to become familiar
with the client’s circumstances.

The services that may correspond to the designated hourly fee amount may vary. Devenir is
unable to forecast the exact services that may be involved for a client who is charged $100 as
opposed to $300 for Devenir’s services on an hourly-fee basis. As such, the determination of the
hourly-fee amount will vary based upon any number of factors that may be specific to each client’s
set of circumstances. Advisory services that are anticipated to be more complex will generally
warrant a higher hourly-fee amount. Less complex services may generally result in a lower hourly-
fee amount.

There is no set group of services that may be obtained at the $100 level nor any particular set of
services that may be obtained at the $300 level. The hourly-fees will be based on the complexity
of the service that is anticipated to be necessary for the particular client(s).

Devenir will obtain information from the client verbally and on any current information gathering
documents approved for use by Devenir. The information gathered during this session will assist
Devenir in determining the most appropriate course of action for the client’s financial and
investment activity.

Assessment of hourly fees. Hourly fee(s) will be billed directly to the client by Devenir in arrears,
at the end of the calendar month in which Devenir performed investment advisory services for the
client, calculated by multiplying the number of hours of service performed during that calendar
quarter by the designated hourly rate (i.e. # of hours times designated hourly rate). Devenir shall
bill in increments of fifteen (15) minutes.
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Item 7 – Types of Clients
Devenir provides investment advisory services to institutions including banks, credit unions, other
deposit custodians, employer trusts, profit-sharing plans, Taft-Hartley plans, insurance companies
and municipalities. Devenir does not provide personalized investment advice to individual
investors.