Greenshields Capital LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management         Maximum Annual Fees
        All Assets                            Up to 2.75%

Lower fees for comparable services may be available from other sources. The advisory fee
is calculated using the value of the assets on the last business day of the prior billing
period. The advisory fee is negotiable at the sole discretion of GSCL.

The final fee schedule is attached as Exhibit II of the Investment Advisory Agreement.
Clients may terminate the agreement without penalty for a full refund of GSCL's fees
within five business days of signing the Investment Advisory Agreement. Thereafter,
clients may terminate the Investment Advisory Contract generally with 30 days' written
notice.

ERISA 3(21) Investment Advisor and 3(38) Investment Management Services

The plan sponsor will pay, or shall cause the plan to pay, to Greenshields Capital LLC an
annual fee for these services. The fee will be charged quarterly based on the plan’s assets
at the end of each calendar quarter. The plan sponsor can direct that these fees be charged
to participant accounts or to be paid directly by the plan sponsor. The fee schedules are
outlined below:

                 3(21) Annual Fee                     3(38) Annual Fee
        0.01% - 0.15%                          0.03% - 0.35%

Selection of Other Advisers Fees

GSCL may direct clients to third-party investment advisers. GSCL will be compensated
via a fee share from the advisers to which it directs those clients. The fees shared are
negotiable and will not exceed any limit imposed by any regulatory agency. The notice of
termination requirement and payment of fees for third-party investment advisers will
depend on the specific third-party adviser selected.

B. Payment of Fees

Payment of Fees for Portfolio Management

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. In some case-by-case scenarios,
clients may be invoiced to pay be check. Fees are paid in advance.

Payment of Selection of Other Advisers Fees

Fees for selection of third-party advisers are withdrawn by the third-party manager
directly from client accounts. GSCL then receives its portion of the fees from the third-
party manager. GSCL does not directly deduct the advisory fees.

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 GSCL. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

GSCL collects fees quarterly in advance. Refunds for fees paid in advance will be returned
to the client via check or credited 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.)

If assets are deposited after the inception of quarter, the advisory fee will be prorated
based on the number of days remaining in the quarter. Additional deposits or

       withdrawals of cash and/or any securities exceeding $10,000 will be subject to the same
       billing procedures.

       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

       Brent Alex Greenshields and Edward Berry in their outside business activities (see Item
       10 below) are licensed to accept compensation for the sale of investment products
       (insurance) to GSCL 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 receive compensation, GSCL will document the conflict of interest in the client
           file and inform the client of the conflict of interest.

       •   Clients always have the right to decide whether to purchase GSCL-recommended
           products and, if purchasing, have the right to purchase those products through other
           brokers or agents that are not affiliated with GSCL.

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

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

Item 7: Types of Clients

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

              ❖       Individuals
              ❖       High-Net-Worth Individuals

There is an account minimum of $150,000, which may be waived by GSCL in its discretion.