ES Barr & Company

Item 5. Fees and Compensation

The Company charges each client a fee for its investment management services based on
the value of the client’s assets under management. Effective March 25, 2022, the
Company’s fees are charged at the following annualized rates:

Portfolio Value:
             less than $1,000,000                 1.00%
             $1,000,000 to $4,000,000             0.75%
             $4,000,000 and above                 0.50%

Notwithstanding the above, should the Company, in its discretion, accept an account of
less than $500,000, the Company’s fee shall be charged at the annualized rate of 1.25%.

Fees are computed and billed semi-annually, on the first of January and July, with
prepayment required for each six (6) month period. Accounts opened during a billing
period are charged a prorated fee based on the number of days remaining in the billing
period. The Company generally deducts its fee directly from client accounts by instructing

the respective custodian; however, upon agreement with the Company, clients may request
to be invoiced directly to enable a different method of payment. Fees are generally not
negotiable, though the Company retains discretion to vary the schedule under
circumstances it deems fit. Clients operating under a previous fee schedule may, at
management’s discretion, have the fees for any new accounts grandfathered in under their
previous fee schedule.

Our investment advisory agreement may be terminated by either party pursuant to the terms
provided therein. If the agreement is terminated, the Company will refund any pre-paid
fees, for the period between: (i) 30 days following notification from a client of a desire to
terminate, and (ii) the next billing period, on a pro-rata basis.

In addition to the Company’s fee, clients will incur other investment fees or expenses such
as those imposed by custodians, brokers, third-party investments, and other third parties.
These may include fees charged by managers, custodial fees, brokerage fees, commissions
and related costs, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer
and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Such charges, fees and commissions are exclusive of and in addition to the
Company’s fee. The Company does not receive any portion of these commissions, fees,
and/or costs.

Please see Item 12 for additional information regarding the factors the Company considers
in selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).

Though not typical, under certain circumstances the Company may deem it appropriate to
utilize mutual funds or exchange-traded funds (“ETFs”) to fill specific portfolio needs. In
such instances, clients will incur additional fees as mutual funds and ETFs charge ongoing
internal fees and expenses, all of which are disclosed in a fund’s prospectus or offering
document. The fees charged by mutual funds and ETFs are in addition to the investment
management fee paid to the Company. The Company does not share in, or receive any
portion of, these fees.

Item 7. Types of Clients

The Company’s clients consist of individuals, high-net-worth individuals, trusts, estates,
profit-sharing plans, charitable institutions, foundations, endowments, corporations, and
other business entities.

To open or maintain an account, the Company imposes a minimum of $1 million, though
it retains discretion to accept a lesser amount. To reach the stated minimum, the Company
may permit aggregation of multiple accounts from the same party or related parties.