Holderness Investments Co

Item 5: Fees and Compensation

Portfolio Management Fees
Portfolio management fees are individually negotiated with each Client, are based on a percentage of assets under management, and are
generally subject to a maximum fee of one percent (1%) depending on the level of engagement. The specific advisory fees will be identified
in the investment advisory agreement between the Client and Holderness. Holderness may, in its discretion, make exceptions to the
foregoing or negotiate special fee arrangements where Holderness deems it appropriate under the circumstances.

Holderness charges fees quarterly in arrears based on the average daily value of the account during the prior calendar quarter. The account
value upon which the fee is based will include the current fair market value of all your investments managed by Holderness, including cash,
mutual funds, ETFs, fixed annuity accounts, stocks, bonds, and other securities as noted above in the Advisory Business section.

If management begins after the start of a quarter, fees will be prorated accordingly. Fees are normally debited directly from Client
account(s), unless other arrangements are made.

Either Holderness or the Client may terminate their investment advisory agreement at any time, subject to any written notice requirements
in the investment advisory agreement. In the event of termination, any paid but unearned fees will be promptly refunded to the Client based
on the number of days that the account was managed, and any fees due to Holderness from the Client will be invoiced or deducted from the
Client’s account.

In addition to the portfolio management fee, Clients will incur brokerage and other transaction costs and certain expenses, which include
internal fees and expenses charged by mutual funds, ETFs, or other investment pools to their shareholders (generally including a
management fee and fund expenses, as described in each fund’s prospectus or offering materials), mark-ups and mark-downs, spreads paid
to market makers, fees for trades executed away from the custodian, wire transfer fees and other fees and taxes on brokerage accounts and
securities transactions. The Client should review all fees charged by funds, brokers, Holderness and others to fully understand the total
amount of fees paid by the Client for investment and financial-related services.

Separate Account Manager Fees
Holderness may utilize one or more Managers in its discretion. When one or more Managers are utilized, the Manager(s)’ fees generally
will be separate from and in addition to the fees charged by Holderness. Holderness does not share in any Manager’s fee.

Other Compensation
Various Holderness individuals are licensed insurance agents of Holderness Asset Solutions, LLC, an affiliated firm that provides insurance-
based solutions for Clients. As such, these individuals are entitled to receive commissions or other customary remuneration for the sale of
insurance products. To protect client interests, Holderness’ policy is to disclose all forms of compensation before any such transaction is
executed. Under no circumstance will the client pay both a commission to these individuals and a management fee to Holderness on the
same pool of assets.

Item 7: Types of Clients
Holderness primarily provides customized investment management services to high-net-worth individuals and associated trusts, estates,
pension and profit-sharing plans, and other legal entities. Holderness’s minimum account size is generally $1,000,000, but this amount is
negotiable.

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