Heartwood Funds LLC

Item 5: Fees & Compensation
Description of Advisory Fees
Advisory clients agree to pay an asset-based management fee calculated in accordance with the fee schedules
provided herein. Certain clients may also incur a performance-based fee, as outlined in the "Item 6: Performance-
Based Fees & Side-By-Side Management" section that follows.

Fee Negotiation Availability
All client advisory fees are negotiable. While we strive to reach favorable agreements for our clients, we may, at
our discretion, enter into individual agreements to waive or modify asset management fees or performance-based
compensation terms without notice to other clients. Fees may vary based on factors such as total assets under
management, the number of related investment accounts, account inception date, or other considerations. As a
result, some clients may pay higher or lower fees than others for comparable services.

Clients should be aware that lower fees for similar services may be available from other providers. They are
encouraged to fully understand the fees they incur for our services.

     Regardless of fee negotiation, a client will not be required to prepay a Heartwood advisory fee in excess
                                  of $1,200 more than six (6) months in advance.

Advisory Fees
Asset-Based Management Fee
The fees and account minimums outlined below represent Heartwood's standard asset-based management fees for
institutional-class shares of pooled investment vehicles in which the Adviser acts as the Principal Adviser.

As mentioned earlier, these fees are subject to change and may be negotiable for Sub-Advisory relationships and
SMA clients:

                                            Asset-Based Management Fees
                                                                     Minimum               Minimum
                                                    Annual
                                         Fee                      Account/portfolio     Account/portfolio     Minimum
               Strategies                          Percentage
                                      Structure                       Balance               Balance           Annual Fee
                                                      Rate
                                                                        (Initial)            (Ongoing)
        Global Allocation Model        Flat Fee       0.19%           $100,000                 None             None
             African Equity            Flat Fee       1.50%             $5MM                   None             None

                    Note: Lower fees for comparable services can sometimes be available from other sources.

Clients or prospective clients should refer to their Agreement and the applicable Offering Documents for complete
details.

Fee Billing, Timing, Collection & Refunds
Fee Billing & Timing
Heartwood’s annual advisory fees are assessed as disclosed within the client’s Advisory Agreement. Advisory fees
are calculated in arrears and billed in accordance with the billing method specified in the client’s Advisory
Agreement. Fees will be pro-rated and billed quarterly, monthly, and in arrears based on the market value of
assets under management as of the last business day of the applicable calendar quarter, as outlined in the client’s
Advisory Agreement. The first quarter’s fees shall be calculated on a pro rata basis.

    Fees are invoiced by the 5th business day of the month after the most recently ended billing period.
    Fee payments are due on or by the final business day of the month in which the invoice is generated.

Fee Collection
Clients will specify their preferred billing method and payment preference in the Advisory Agreement. Fees may
either be automatically deducted from the account(s) held with their custodian of record or billed directly.
Heartwood will not access client funds for fee payments without prior written consent.

    Automatic Fee Deduction Option - Clients wishing to pay their advisory fees via automatic deduction will
    authorize this arrangement in writing as part of their Advisory Agreement. Upon execution of the
    Agreement, clients will also sign an authorization authorizing their account custodian to deduct the agreed-
    upon fees directly from their custodial account(s) and remit the payment to Heartwood. This authorization
    will remain in effect until the client revokes it in writing. The custodian will process fee payments based
    on the amount calculated by Heartwood in accordance with the client’s Agreement. The custodian is not
    responsible for verifying the accuracy of the fee calculation. Fees will be automatically deducted at the end
    of each quarter, regardless of the portfolio's market performance during that period.
    The custodian will send clients a statement at least quarterly that summarizes all amounts disbursed from
    the account, including advisory fees paid to our firm. These statements will be sent to the client's account
    address of record or another address authorized in writing by the client. If a client does not receive a
    statement directly from their custodian, they should promptly contact both their custodian and our firm to
    report the missing item(s), and, in all cases, before the following statement cycle.
    Heartwood encourages clients to review custodial account statements upon receipt and compare them with
    the appropriate benchmark for their portfolio, as well as any periodic portfolio reports or data provided

    by our firm (if any). Clients should verify the accuracy of all transactions, including advisory fee deductions,
    to ensure their records are up to date. Please note that information provided by our firm may differ from
    custodial statements due to variations in accounting procedures, reporting dates, or valuation
    methodologies.
...

Types of Clients
Heartwood will generally provide advisory services to the following client types:

    •   Pools or other collective investment vehicles, including non-U.S. investment companies
    •   Institutional corporate or government pension plans and charitable organizations

Investment advice is provided directly to registered and unregistered investment companies, as well as to other
investment advisers (Sub-Advisers) with whom we have entered into an Advisory Agreement to offer investment
recommendations to their separately managed accounts in the form of Model portfolios, rather than individually to
investors.

Account Minimums
Account minimums for our advisory services are as follows:

                                                    Minimum                        Minimum
                       Strategies            Account/portfolio Balance      Account/portfolio Balance
                                                      (Initial)                     (Ongoing)
                Global Allocation Model              $100,000                         None
                    African Equity                    $5MM                            None