Gray Private Wealth LLC

Item 5: Fees and Compensation
General

The Firm bases its fees on a percentage of assets under management, hourly fees, and
occasionally fixed fees.

Some agreements may be priced based on the complexity of work, especially when asset
management is not the most significant part of a relationship with a Client.

Financial plans are priced according to the degree of complexity associated with the Client’s
situation.

The Firm, in its sole discretion, may waive its minimum fee and/or charge a lesser investment
advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated
future earning capacity, anticipated future additional assets, dollar amounts of assets to be
managed, related accounts, account composition, negotiations with Clients, etc.).

Advisory Fees

The annual fee for investment advisory services will be charged as a percentage of assets
under management based on a negotiated annual rate of up to 1.25%, depending on the size
of the assets under management. Fees are paid quarterly in advance and are calculated by
taking the value of the assets in a Client's account as of the end of each quarter and applying
one quarter (1/4) of the annual fee rate. Clients will be refunded fees on a pro rata basis in
the event of the termination of Client's relationship with GPW within any quarterly period based
on the number of days within the quarter that the Client is engaged with GPW.

Financial Planning and Consulting Fees

Clients have a choice on how they would like to be charged for their financial plans and
consulting fees. GPW will either charge on an hourly or fixed fee basis. Fees will range from
$250 to $600 per hour or a minimum of $5,000 on a fixed fee basis. All fees will be billed as
time is incurred and no fees will be prepaid. If the Client would like to review the financial plan
on a semi-annual or annual basis, they will also be billed as the time is incurred either on an
hourly or fixed fee basis depending on the size of the plan. GPW may, in its sole discretion,
waive its financial planning fee.

Retirement Plan Advisory Fees

Retirement plan advisory fees are typically paid quarterly in arrears, pursuant to the terms of
the retirement plan advisory agreement. Fees are based on the market value of assets in the
Plan at the end of the prior quarter or month.

Fee Billing

Investment advisory fees will be calculated by Black Diamond and automatically deducted
from the Client’s account(s). The Client shall instruct the Custodian to automatically deduct
the investment advisory fee from the Client’s account(s) for each billing period to pay the
investment advisory fee(s) to the Adviser. Black Diamond calculates the amount of the fees
to be deducted from the Client’s account(s) as of the respective fiscal quarter. The amount
due is calculated by applying the quarterly rate (pro rata by days) to the total assets under
management with GPW at the end of the previous quarter. Clients will be provided with a
statement of their current assets, at least quarterly, from Charles Schwab & Co., Inc.
(“Schwab”), the custodian, which reflect the deductions of the investment advisory fees.
Clients provide written authorization permitting GPW to be paid directly from their accounts
held by the Custodian as part of the investment advisory agreement and separate account
forms provided by the custodian. Alternative Investments will be billed based on the net asset
value provided by the underlying manager.

Fees for financial plans and consulting engagements are invoiced as services are rendered
and are due upon receipt.

Other Fees and Expenses

The fees charged by GPW are in addition to fees charged by any mutual fund in which a
Client’s funds may be invested. The mutual funds that make up the Client's portfolio will
assess charges and fees at the mutual fund level, including fees for investment management
services. Clients may also be charged early redemption fees should fund holdings in the
account be liquidated within a certain period of time, typically within 30 to 180 days dependent
upon a fund company's policies. These fees and expenses are described in each mutual
fund's prospectus. These fees will generally include a management fee, other fund expenses,
and possibly a distribution fee.

Accordingly, the Client should review both the fees charged by the funds and the fees charged
by the Firm to fully understand the total amount of fees to be paid by the Client and to thereby
evaluate the advisory services being provided.

Alternative Investments will also be subject to underlying fund fees and expenses including
management and other servicing, and fund-related fees as allowable under the respective fund’s
governing documents. Custodians may charge transaction fees on purchases or sales of
certain mutual funds, exchange-traded funds, stocks and bonds. These transaction charges
are usually small and incidental to the purchase or sale of a security, typically ranging from
$0 to $30 per transaction. Transaction costs are not commissions; they are transaction costs
charged by the designated clearing firm on the account and are subject to change at any time.

GPW does not share in any portion of the transaction costs imposed by the custodian.

Expense Ratios

Mutual funds generally charge an investment management (or advisory) fee for portfolio
management services. This management fee is one component of the fund’s expense ratio,
which represents the fund’s total annual operating expenses expressed as a percentage of
assets. For example, an expense ratio of 0.50% means that 0.5% of the fund’s assets are
used each year to cover management and other operating expenses. These fees are separate
from, and in addition to, the fees paid by Clients to the Firm. Performance figures quoted by
mutual fund companies in various publications are after their fees have been deducted.

Item 7: Types of Clients
Description

The Firm provides investment management services to individuals, partnerships, trusts,
foundations, retirement plans, corporations and other legal entities.

Client relationships vary in scope and length of service.

Account Minimums

The minimum household balance for clients is $1,000,000 subject to reduction or waiver at
the sole discretion of GPW.