Greenwood Gearhart LLC

Item 5           Fees and Compensation
GG’s fee for investment advisory services will be charged quarterly, in advance, based on the prior calendar quarter ending
market value. The fee is based on the schedule below and computed based on the assets under management. The fee is assessed
at each level shown below. The fee will be billed pro rata on a quarterly basis, in advance, and deducted electronically through
the custodian on the first day of the quarter. The fee may be adjusted for capital additions or withdrawals above an agreed upon
threshold amount. GG reserves the right to forego these fee adjustments resulting from significant cash flows, but will only do
so when advantageous for the client or as otherwise agreed. Fee calculations will generally disregard any outstanding margin
or securities-based loan debit balance but will include the value of any assets purchased on margin and placed under GG’s
management. Unless otherwise agreed, cash and cash equivalent positions are included in asset-based fee calculations. If
investment advisory services are terminated, the prepaid fee shall be refunded on a pro rata basis based upon the number of
days remaining in the billing quarter. The Client, not the Custodian, assumes responsibility for verifying the accuracy of the
fee calculation.

Please Note: GG uses third party software to calculate and bill its fees. This software includes accrued interest in the calculation
of the client’s assets under GG’s management, which is the basis for GG’s investment advisory fee.

            Assets Under           Annualized
            Management             Fee
            Up to $1,000,000       One percent (1.00%) of the market value of the investment portfolio.

            $1,000,000 up to
                                   Three-fourths percent (0.75%) of the market value of the investment portfolio
            $10,000,000
            $10,000,000 up to
                                   One-half percent (0.50%) of the market value of the investment portfolio
            $20,000,000
            Over $20,000,000       One-fourth percent (0.25%) of the market value of the investment portfolio

To illustrate the above, a client placing $1,500,000 under GG’s management would incur an annual fee of 1.00% on the first
$1,000,000 and 0.75% on the remaining $500,000.

To the extent GG recommends one or more private investments (including but not limited to those private investments managed
by a GG affiliate or in which GG and/or GG’s principals maintain ownership and/or management interests, as discussed in Item
4 above and 10 below), and the client elects to engage in the recommended transaction, the value of any such private investment
may be subject to an annual asset-based fee. Depending on the particular private investment, this fee may be assessed at the
client’s standard asset-based fee rate, or the client may be assessed a distinct annual private investment fee ranging from 0.25%
– 2.00% of the value of the private investment. Unless otherwise agreed, this private investment fee will be billed with the
same timing and frequency as the client’s standard asset-based fee and will either be deducted from another client account
under GG’s management or will be invoiced directly to the client. The specific fee rate and payment terms will be agreed upon
with the client prior to the private investment transaction. Performance-based fees may also apply, as described in Item 6 below.

GG, in its sole discretion, may charge a lesser investment management fee based upon certain criteria (i.e. anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account
composition, negotiations with Client, charitable organizations, investment objective, cash, concentrated stock, etc.). In certain
instances, family portfolios may be bundled for fee calculation purposes at the discretion of GG .

GG’s fees for Family Office Services are negotiable and will generally vary based upon a variety of objective and subjective
factors, including but not limited to the amount of assets to be managed, the scope of services requested, the GG professional(s)
assigned to the relationship, the scope of third-party professional services sought and form of third-party professional
engagements, and overall complexity, among other factors. As a result, similarly-situated clients may be subject to disparate
fees, and the services to be provided may be available from other sources for the same or lesser fees.

As set forth in the client’s Family Office Services Agreement, fees for Family Office Services may be based upon the
investment advisory fee practices described above, a percentage of the client’s net worth, a recurring quarterly fixed fee, or
some combination thereof.

For Family Office Services fees based upon the client’s net worth, the annual fee amount will be determined annually, in
advance, based on a percentage of the client’s investable net worth (as indicated in the client’s Personal Financial Statement)
as of the then-most-recent calendar quarter-end, including the value of any private investments that were recommended by GG
and are held by the client. The market values for private investments will generally reflect the most recently reported value as
of the end of the prior quarter. The current value of any private investment could be significantly more or less than the original
purchase price or the price reflected in any supplemental account report. If a private investment fund has invested in a third-
party fund, the investment manager of that fund is responsible for determining the value of interests in that fund. GG will rely
on values provided by such third-party fund’s manager. For Family Office Services fixed fees, the amount of such fixed fee
will be agreed upon by GG and the client in the Family Office Services Agreement, and the agreed upon fixed fee will be
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Item 7          Types of Clients
GG provides investment management services for individuals, defined contribution plans, charitable institutions, trust accounts
and various other institutions. GG generally requires a minimum of $1,000,000 in assets under for its investment advisory
services. GG generally also requires a minimum of $10,000,000 in assets under management for Family Office Services. GG,
in its sole discretion, may waive or reduce its account minimum or minimum fee requirements based upon certain subjective
and objective factors (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
be managed, related accounts, account composition, competitive pricing, negotiations with client, etc.). Please Note: As result
of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from
other investment advisers for similar or lower fees. ANY QUESTIONS: GG’s Chief Compliance Officer, Lisa A. Brown,
remains available to address any questions that a client or prospective client may have regarding advisory fees.