Gilman Hill Asset Management LLC

Fees and Compensation

A. Describe how the firm is compensated for its advisory services. Provide the fee
   schedule. Disclose whether the fees are negotiable. Describe whether the firm deducts
   fees from clients’ assets or bills client for fees incurred. Explain how often firm bills
   clients or deducts its fee.

   Standard Advisory Fees
   GHAM is compensated for its advisory services through asset-based fees calculated as a
   percentage of assets under management. For separately managed accounts, GHAM’s
   maximum annual investment management fee does not exceed 1% of assets under
   management. Wrap fee program and model portfolio compensation arrangements are
   described separately below.

   Advisory fees are calculated based on the value of assets under management as reflected in
   GHAM’s accounting records. For certain clients, as specified in the applicable investment
   management agreement, fees may instead be calculated based on account valuation data
   provided by the client’s custodian. Valuations are determined in accordance with the terms of
   the client’s investment management agreement and are generally based on market values for
   publicly traded securities.

   Fees are generally billed quarterly, either in advance or in arrears as specified in the client’s
   investment management agreement, and in most cases are deducted from client accounts
   pursuant to written authorization. In addition, clients are responsible for all custodial and
   securities execution fees charged by the custodian and executing broker-dealer. The
   investment management fee is separate and distinct from such custodial and transaction-
   related charges.

   Fee schedules are negotiable and may vary based on account size, complexity, and scope of
   services.

   Clients may terminate their investment management agreement with GHAM, in whole or in
   part, upon written notice. Upon termination, any investment management fees paid in
   advance will be prorated through the date of termination and any unearned portion will be

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   refunded to the client. Fees billed in arrears will be similarly prorated through the termination
   date and either deducted from the account or billed to the client, as applicable.

   Wrap Fee Programs
   In wrap fee programs, clients pay a single fee to the program sponsor, which generally covers
   advisory services, custody, and transaction costs. The sponsor pays GHAM a portion of the
   wrap fee for providing advisory services. In certain wrap arrangements, GHAM may be
   compensated directly from client accounts pursuant to applicable advisory agreements.

   Because transaction costs are included in the wrap fee, clients may pay more or less than they
   would in a non-wrap arrangement depending on trading activity.

   GHAM does not recommend wrap programs to clients based on the compensation it receives.
   However, GHAM has a financial incentive to maintain relationships with sponsors that
   compensate it for advisory services. GHAM addresses this potential conflict through
   disclosure and by managing client accounts in a manner it believes is consistent with its
   fiduciary duty.

   Model Portfolio Compensation
   GHAM may license model portfolios to third-party sponsors or platforms and receive
   compensation from the sponsor or platform in connection with such arrangements. In these
   cases, GHAM does not typically retain trading discretion over the underlying accounts unless
   separately engaged, and GHAM does not direct client assets to such platforms.

   These arrangements create a financial incentive for GHAM to maintain or expand
   relationships with sponsors or platforms that compensate it for access to its investment
   models. GHAM addresses this potential conflict through disclosure and by structuring such
   arrangements independently from its direct client advisory relationships.

B. Describe any other types of fees or expenses clients may pay in connection with firm’s
   advisory services, such as custodian fees or mutual fund expenses. Disclose that clients
   will incur brokerage and other transaction costs, and direct clients to the section(s) of
   your brochure that discuss brokerage.

   GHAM provides investment advisory services and portfolio management services, but does
   not provide custodial or other administrative services, except as relates to GHAM’s
   contractual ability to authorize the deduction of investment management fees from certain
   accounts, or by virtue of certain authorizations that allow GHAM to submit transfer
   instructions pursuant to standing letters of authorization established by the client with the
   qualified custodian.

   Clients are responsible for all custodial and securities execution fees charged by the
   custodian and executing broker-dealer. The investment management fee paid to GHAM is
   separate and distinct from the custodian and execution fees.

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   Clients whose portfolios hold American Depository Receipts, foreign securities or currencies,
   or mutual funds, exchange traded funds, or other such pooled investment vehicles may also
   incur expenses associated with these investments, and such fees or expenses are the sole
   responsibility of the client, and are not included in the investment management fee.

   Also, see the response to Item 12A, below, for additional information on brokerage.

C. If the firm’s clients either may or must pay your fees in advance, disclose this fact.
   Explain how a client may obtain a refund of a pre-paid fee if the advisory contract is
   terminated before the end of the billing period. Explain how you will determine the
   amount of the refund.

   In the instances where GHAM’s management fee is payable in advance, upon termination,
   any fees paid in advance will be prorated to the date of termination and any excess will be
...

Types of Clients

A. Describe the types of clients to whom the firm generally provides investment advice,
   such as individuals, trusts, investment companies or pension plans. If the firm has any
   requirements for opening or maintaining an account, such as a minimum account size,
   disclose the requirements.

   GHAM provides advisory services to individuals, high net worth individuals, trusts, estates,
   charitable organizations, retirement plans (including governmental pension plans),
   corporations, and other business entities.

   The firm has a stated minimum initial investment of $2,000,000 for each client relationship,
   although this minimum may be waived at the discretion of GHAM.