Hillspring Financial Inc

ITEM 5 – FEES AND COMPENSATION

HFI does not receive compensation in any form from fund companies. All fees discussed below are negotiable under unusual
circumstances. All contracts and agreements may be terminated at any time by either party upon written notice.

Total fees charged by HFI, its Programs and Third Parties will not exceed 3% of assets under management per year. Lower
fees for comparable services may be available from other sources.

Financial Planning and Consulting Services
        Initial consultations for new clients are conducted with no charge. If additional financial planning or consultation is
        desired, these services are provided at a rate of $195/hr. Fees may be billed partially or fully payable in advance, with
        the balance payable upon delivery of the plan. Fees are negotiable depending upon the services offered by the advisor
        as well as the complexity and the depth of analysis needed. A typical Financial Plan will cost between $295 - $3,000.

         After the initial financial planning process, clients who wish to retain our services on an ongoing basis for the investment
         management portion of their plan will receive a 50% rebate on financial planning services.

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        Because HFI offers both planning and implementation, there may exist a conflict of interest because there is an
        incentive to present a plan that recommends investment in our managed accounts or in some other investment for
        which we may receive compensation. This potential conflict is lessened by the fact that clients are under no obligation
        to implement any of our recommendations, including the investment of monies, in accounts that we manage.

Investment Management Services
       HFI charges a fee for providing investment management services. These services include investment consulting,
       portfolio design, monitoring, trade execution, allocation, investment supervision and other account management
       activities. Fees are assessed on all assets under management, including securities, cash, and money market funds.

        The custodian may charge custodial fees, redemption fees, retirement plan fees and other administrative fees.
        Additionally, the custodian may charge ticket charges/commissions for trade executions. Please refer to Item 12 for
        more information on brokerage practices. HFI does not share in these fees and seeks to minimize them wherever
        possible.

        HFI does not transact business for commissions and therefore does not have a conflict of interest with regards to
        commissionable products.

        At the time in which a Client account is first opened and funded and any time an additional deposit of $10,000 or
        more is received, the initial Advisor Fees shall be calculated based on the value of the deposit, prorated for the number
        of days remaining in the quarter charged in the month of receipt

        The formula used for the client fee calculation is as follows: (Annual Rate) x (Total Assets Under Management at
        Quarter-End) / 365 (X the number of days in the subsequent quarter). Advisor may aggregate Client account balances
        that have family relationship with each other for purposes of calculating the fee applicable to each Client.

        Holding Accounts
        In certain situations, it becomes advantageous to the client to hold assets that are not actively managed in a custodial
        account at Charles Schwab & Co., Inc. There is no performance reporting for holding accounts. Fees for servicing this
        type of account will be as negotiated in advance, charged quarterly and collected in arrears at an annual rate ranging
        from 0% - 0.5%. Fees are deducted directly from the account by the custodian and paid to HFI.

        PAM Program
        The annual advisory fee charged for this service is typically 1.1% charged on a quarterly basis in arrears based on the
        account value at the end of the prior quarter. Fees can be negotiated on an individual basis based on the client’s
        holdings within the specific account as well as other accounts they may have under our management. Fees are
        deducted directly from the account by the custodian and then paid to HFI.

        AM Program
        The annual management fee inclusive of the advisory, platform and custodial fees charged for this service ranges from
        .85% to 1.65% depending on the underlying strategist used, the size of the account and the active management
        required, this is the combined fee for AM program and HFI. Fees will be deducted from the account quarterly in advance
        by AssetMark with applicable advisory fees paid to HFI.

        The client fee is negotiable for family relationships with accounts in excess of $2 million. AssetMark, Inc. reserves the
        right to change its platform fee at any time upon twenty-one (21) days advance written notice. Client should note that
        Advisor may negotiate and charge lower fees at its sole discretion.

        PFG Program
        The annual advisory fee charged for this service ranges from .95% to 1.45% depending on the underlying strategist
        used, the size of the account and the active management required. This fee includes .35% fees collected by PFG
        program and fees paid to HFI. Fees will be deducted from the account quarterly in advance by Pacific Financial Group
        with applicable advisory fees paid to HFI.
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ITEM 7 – TYPES OF CLIENTS

HFI generally provides investment advice to individuals, pension and profit-sharing plans, trusts, estates, corporations, or
business entities. Client relationships vary in scope and length of service.

Our minimum household account size is $100,000. HFI has the discretion to waive account minimums when the client and
adviser anticipate the client will add additional funds to bring the total to the minimum within a reasonable time. Other exceptions
may apply to employees of HFI and their relatives, or relatives of existing clients.

In the event that the balance of such account is below $50,000 due to withdrawals or inadequate capitalization by the Client,
Advisor reserves the right to remove an account from any management strategy.

ITEM 8 – METHODS OF ANLAYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Security analysis methods may include fundamental analysis and technical analysis. The main sources of information include
financial reporting services, research materials prepared by others, corporate ratings services, annual reports, and
prospectuses.

The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client
may change these objectives at any time. HFI completes a Client Relationship Form with the client at the initial consultation and
includes in each review to determine whether any changes need to be made to the investment strategy. We analyze the client’s
financial situation – goals, resources, timeframes, liquidity needs, need for income or growth, risk tolerance, tax circumstances,
etc. in order to determine what combination of portfolio strategies might best produce the desired return with the least amount
of risk. Exchange traded funds, mutual funds or individual securities may be used.

All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared
to bear. Many of these risks apply equally to stocks, bonds, commodities and any other investment or security. Material risks
associated with our investment strategies are listed below.

Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general
market decline, reducing the value of the investment regardless of the success of the issuer’s operations or its financial
condition.

Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended.
Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often
more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk
of business failure, which could increase the volatility of the client’s portfolio.

Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value
or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general,
fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also
sensitive to the level and direction of interest rates.

Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim
on the issuer’s assets and finances.

Inflation: Inflation may erode the buying-power of your investment portfolio, even if the dollar value of your investments
remains the same.

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Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks.

Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring
could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all
stocks.

Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the
amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase
other debt securities, such as zero-coupon bonds, which do not pay current interest, but rather are priced at a discount from
their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate
depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline
when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest
rate risk.

Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction
of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a
municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other
bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in
bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk,
credit risk, and liquidity and valuation risk.

Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange
Traded Funds may not track underlying benchmarks as expected.

Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client indirectly bears its
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