Fulton Breakefield Broenniman LLC

FEES & COMPENSATION

      Discovery and Goal Setting
      Depending on prior conversations before we schedule the initial Discovery and Goal Setting
      meeting to review the financial documents requested you bring for discussion, we will inform
      you on whether we will bill you for our time. Such fee will be a fixed fee not to exceed $500.
      The objectives we strive to accomplish with you during this meeting are to:

          Diagnose your current financial need;
          Address your financial concerns and answer your questions on how we can assist you;
          Recommend financial resolutions aimed at lowering costs, reducing risks, increasing
           expected returns, and/or increasing tax efficiency to improve the likelihood of
           successfully achieving your goal;
          Explain our investment methodology and how our investment strategies work; and,
          Explain the benefits of financial planning and how a comprehensive evaluation of
           wealth management needs is beneficial beyond just managing your investable assets.

      Should a fee be negotiated prior to this meeting, such fee will be due at the end of the session.
      If you wish to engage us for portfolio management or request additional planning, we will reduce
      the cost of the Discovery Meeting from the contracted engagement.

      If you wish no further interaction with us, you will be responsible for implementing any
      recommendations coming out of the Discovery Meeting. Once this session is over, all financial
      services discussed will have been concluded and we are not responsible to implement the advice
      or for any on-going supervision, monitoring, and/or reporting.

      Portfolio Management Fee
      Portfolio management is provided on an asset-based fee arrangement. Management fees are
      calculated based on the aggregate market value of your account on the last business day of the
      previous calendar quarter multiplied by one-fourth (i.e., 1.00%  4 = 0.25%) of the corresponding
      annual percentage rate for each portion of your portfolio assets that fall within each tier (see
      “Billing” below under “Protocols for Portfolio Management” for more information on how the fee
      is calculated).

      We retain discretion to negotiate the management fee within each tier on a client-by-client basis
      depending on the size, complexity, and nature of the portfolio managed. In addition, as your
      portfolio value exceeds each tier level, either through additional deposits or asset growth, a fee
      break will occur. The tier breaks are as follows:

                                                                                                                         Annual Fee
                                   Portfolio Value                                                                          Rate
                                                                                                                          Not to Exceed

                                   First $1,500,000 .........................................                              1.00%
                                   Next $1,000,000 ........................................                                0.85%
                                   Next $2,500,000 ........................................                                0.75%
                                   Over $5,000,000 ........................................                                0.65%

Form ADV: Part 2A
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                                                                                                                                                                DISCLOSURE BROCHURE

      A minimum annual fee of $10,000 ($2,500.00 billed quarterly) will be billed to those accounts
      with portfolio values of $1,000,000 or less, which may be waived or reduced if we feel
      circumstances are warranted.

      An account subject to the $10,000 minimum annual fee will continue to pay the quarterly fixed
      fee amount until such time as the account value exceeds $1,000,000. Once this happens, the
      above fee schedule would be applied to the managed account. Keep in mind, the further an
      account drops below $1,000,000, the more expensive our management services become (e.g., a
      managed account of $333,000 with a minimum annual fee charge of $10,000, will translate into
      an annual fee rate of 3.00%.). If this were to happen to your account, you may want to consider
      other management firms with lower fees.

      Certain legacy clients and clients acquired from other investment advisory firms may be subject
      to a different fee schedule than stated above. Therefore, some clients may be paying different
      fees for the same level of services provided by us.

         Protocols for Portfolio Management
         The following protocols establish how we handle our portfolio management accounts and what
         you should expect when it comes to: (i) managing your account; (ii) your bill for investment
         services; (iii) deposits and withdrawals of funds; and (iv) other fees charged to your account(s).

             Discretion
             Unless you request otherwise, we will establish discretionary trading authority on all
             management accounts to execute securities transactions at any time without your prior
             consent or advice.

             You may, at any time however, impose restrictions, in writing, on our discretionary authority
             (i.e., limit the types/amounts of particular securities purchased for your account, etc.).

             Billing
             Your account will be billed a blended fee quarterly in advance based on the aggregate, fair
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