FWL Investment Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Asset-Based Fees for Portfolio Management

       Total Assets Under Management          Annual Fee
       $0 - $10,000,000                       1.00%

       $10,000,001 - $30,000,000              0.90%

       $30,000,001+                           0.80%

LIM utilizes a tiered billing structure wherein a client’s total assets under management
are charged the corresponding fee rate in accordance with the fee schedule above. Should
the client’s total assets under management exceed the designated range of a given tier, the
excess amount will be charged at the fee rate identified in the succeeding tier. For clients
with multiple accounts under LIM’s management, all related accounts are aggregated to
determine the fee rate and a blended rate is then applied to each account. These fees are
generally negotiable and may vary by client. The final governing fee schedule is attached
as Exhibit II of the Investment Advisory Contract for each client. Clients may terminate
the agreement without penalty for a full refund of LIM's fees within five business days of
signing the Investment Advisory Contract. Thereafter, clients may terminate the
Investment Advisory Contract immediately upon written notice.

LIM bills based on the balance, to include any margin balances which are being actively
managed, on the first day of the billing period.

       Sub-Advisory Services Fees

       The fee arrangement for managing assets for other investment firms will be negotiated
       for each corporate relationship. Sub-advised clients should consult their primary
       adviser for details regarding fees.

       B. Payment of Fees

       Payment of Asset-Based Portfolio Management Fees

       Asset-based portfolio management fees are withdrawn directly from the client's accounts
       with client's written authorization on a quarterly basis. Fees are paid in advance.

       C. Other Types of Fees

       Clients are responsible for the payment of all third-party fees (i.e., custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by LIM. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees
       LIM collects fees in advance. Refunds for fees paid in advance will be returned within
       fourteen days to the client via check or return deposit back into the client’s account.

       For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
       the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee rate by 365.)

       E. Outside Compensation for the Sale of Securities to Clients

       Neither LIM nor its supervised persons accept any compensation for the sale of securities
       or other investment products, including asset-based sales charges or service fees from the
       sale of mutual funds.

Item 7: Types of Clients

LIM generally provides advisory services to the following types of clients:

           ❖ Individuals
           ❖ High-Net-Worth Individuals
           ❖ Other Investment Advisers

Minimum Account Size

The minimum account size for LIM’s services is $500,000, subject to LIM’s discretion.

Account Requirements

Among other things, clients generally will be required to sign investment management
agreements (and/or other contractual arrangements) that, among other things, set forth the
nature and scope of LIM’s investment management authority, services and the investment
objectives, guidelines and restrictions applicable to the management of client accounts.