Greenbridge Partners LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management          Annual Fees
        All Assets                             Up to 2.00%

GPL uses the value of the account as of the last business day of the billing period, after
taking into account deposits and withdrawals, for purposes of determining the market
value of the assets upon which the advisory fee is based.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of GPL's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract generally
with 10 days' written notice.

Performance-Based Fees for Portfolio Management

Qualified clients will pay an annual fee of 2.00% of assets under management along with
a 20.00% performance fee based on capital appreciation. If the client's portfolio rises in
value, the client will pay 20.00% on that increase in value, but if the portfolio drops in
value, the client will not incur a new performance fee until the portfolio reaches the last
highest value, adjusted for withdrawals and deposits, which is generally known as a “high
water mark.”

The high water mark will be the highest value of the client’s account on the last day of any
previous year, after accounting for the client’s deposits or withdrawals for each billing
period.

These fees are generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. This service may be canceled with 10 days’ notice. Clients
must pay the prorated performance-based fees for the billing period in which they
terminate the Investment Advisory Contract up to and including the day of termination.

Financial Planning Fees

Fixed Fees

The negotiated fixed rate for creating client financial plans is between $250 and $12,500.

Hourly Fees

The negotiated hourly fee for these services is between $250 and $1,250.

Clients may terminate the agreement without penalty, for full refund of GPL’s fees, within
five business days of signing the Financial Planning Agreement. Thereafter, clients may
terminate the Financial Planning Agreement generally upon written notice.

B. Payment of Fees

Payment of 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Asset-based portfolio management fees are withdrawn directly from the client's accounts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 arrears.

Payment of Performance-Based Portfolio Management Fees

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

Payment of Financial Planning Fees

Financial planning fees are paid via check.

Fixed financial planning fees are paid 100% in advance, but never more than six months
in advance.

Hourly financial planning fees are paid in arrears upon completion.

C. Client Responsibility For Third Party 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 GPL. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

GPL collects certain fees in advance and certain fees in arrears, as indicated above.
Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis
and returned within fourteen days to the client via check, or return deposit back into the
client’s account.

Fixed fees that are collected in advance will be refunded based on the prorated amount of
work completed at the point of termination.

E. Outside Compensation For the Sale of Securities to Clients

Jay Laurence Wells is a registered representative of a broker-dealer and an insurance
agent and in these roles, accepts compensation for the sale of investment products to GPL
clients.

       1. This is a Conflict of Interest

           Supervised persons may accept compensation for the sale of investment products,
           including asset based sales charges or service fees from the sale of mutual funds to
           GPL's clients. This presents a conflict of interest and gives the supervised person an
           incentive to recommend products based on the compensation received rather than on
           the client’s needs. When recommending the sale of investment products for which the
           supervised persons receives compensation, GPL will document the conflict of interest
           in the client file and inform the client of the conflict of interest.

       2. Clients Have the Option to Purchase Recommended Products From
       Other Brokers

           Clients always have the option to purchase GPL recommended products through
           other brokers or agents that are not affiliated with GPL.

       3. Commissions are not GPL's primary source of compensation for
       advisory services

           Commissions are not GPL’s primary source of compensation for advisory services.

       4. Advisory Fees in Addition to Commissions or Markups

           Advisory fees that are charged to clients are not reduced to offset the commissions or
           markups on investment products recommended to clients.

Item 7: Types of Clients

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

      ❖      Individuals
      ❖      High-Net-Worth Individuals

There is no account minimum.