Exchange Place Advisors LLC

Item 5. Fees and Compensation

         Exchange Place offers its services on a fee basis, which include hourly and/or fixed fees, as well as fees
         based upon assets under management.

         Financial Planning and Consulting Fees

         Exchange Place charges a fixed fee and/or hourly fee for financial planning and consulting services.
         These fees are negotiable, but generally range from $1,000 to $5,000 on a fixed fee basis and/or $250 on
         an hourly rate basis, depending upon the level and scope of the services and the professional rendering
         the financial planning and/or the consulting services. If the client engages Exchange Place for additional
         investment advisory services, Exchange Place may offset all or a portion of its fees for those services
         based upon the amount paid for the financial planning and/or consulting services.

         Prior to engaging Exchange Place to provide financial planning and/or consulting services, the client is
         required to enter into a written agreement with Exchange Place setting forth the terms and conditions of
         the engagement. Generally, Exchange Place requires one-half of the financial planning and/or consulting
         fee (estimated hourly or fixed) payable upon entering the written agreement with the balance due upon
         delivery of the financial plan or completion of the agreed upon services.

         Investment Management Fee

         Exchange Place provides investment management services for an annual fee based upon a percentage
         of the market value of the assets being managed by Exchange Place. Exchange Place’s annual fee is
         exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and
         expenses which are incurred by the client. Exchange Place does not, however, receive any portion of
         these commissions, fees or costs. Exchange Place’s annual fee is prorated and charged quarterly, in
         arrears, based upon the market value of the assets being managed by Exchange Place on the last day of
         the previous quarter. The annual fee varies (between 0.20% and 1.00%) depending upon the market
         value of the assets under management and the type of investment management services to be rendered.

         The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
         may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
         percentage of cash for reasons other than the Firm's investment management decision. Additionally, for
         asset management services the Firm provides with respect to certain client holdings (e.g., held-away
         assets, accommodation accounts, alternative investments, etc.), Exchange Place can negotiate a fee rate
         that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm
         to recommend that clients engage Exchange Place for additional services for compensation, including
         rolling over retirement accounts or moving other assets to the Firm’s management.                Clients retain
         absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act
         upon any of the recommendations.

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         Exchange Place Advisors, LLC Disclosure Brochure

         Fee Discretion

         Exchange Place, in its sole discretion, may negotiate to charge a lesser management fee based upon
         certain criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount
         of assets to be managed, related accounts, account composition, pre-existing client, account retention,
         pro bono activities, etc.).

         Fees Charged by Financial Institutions

         As further discussed in response to Item 12 (below), Exchange Place recommends that clients utilize the
         brokerage and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) for investment
         management accounts.

         Exchange Place may only implement its investment management recommendations after the client has
         arranged for and furnished Exchange Place with all information and authorization regarding accounts with
         appropriate financial institutions. Financial institutions include, but are not limited to, Fidelity, any other
         broker-dealer recommended by Exchange Place, broker-dealer directed by the client, trust companies,
         banks, etc. (collectively referred to herein as the “Financial Institutions”).

         Clients may incur certain charges imposed by the Financial Institutions and other third parties such as
         custodial fees, charges imposed directly by a mutual fund or ETF in the account, which shall be disclosed
         in the fund’s prospectus (e.g., fund management fees and other fund expenses), 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 and fees are exclusive of and in addition
         to Exchange Place’s fee.

         Fee Debit

         Exchange Place’s Agreement and the separate agreement with any Financial Institution may authorize
         Exchange Place to debit the client’s account for the amount of Exchange Place’s fee and to directly remit
         that management fee to Exchange Place. Any Financial Institution recommended by Exchange Place
         has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the
...

Item 7. Types of Clients

          Exchange Place provides its services to individuals, corporations and business entities. The firm may
          also provide services to pension and profit sharing plans, trusts, estates and charitable organizations.

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          Exchange Place Advisors, LLC Disclosure Brochure