iCapital LLC

Item 5 - Fees and Compensation
Elite Choice™ Qualified Retirement Plan Investment Advisory Services
       The fee for qualified retirement plan investment advisory services is either based on the
       percentage of assets or a flat annual fee. Annual fees typically range from 0.20% to 1.00%
       or a negotiated flat dollar amount based on the scope of services. Fees are billed directly
       to the client or can be automatically deducted from the plan assets.
      You are provided with a quarterly statement reflecting deduction of the advisory fee by
      the custodian detailing the amount of the advisory fee or an invoice. This fee is payable
      quarterly in advance. The compensation will be prorated for the first and last quarter for
      which this Agreement is in effect. Please refer to terms listed on your specific Agreement.
      Our fee includes compensation for the advisory and consulting services only and are
      negotiable. We do not charge for transaction fees. However, the custodian may charge
      custodial fees, transaction fees, redemption fees or commissions. These fees are
      independent of our fees and should be disclosed by the custodian.

Elite Choice™ Qualified Retirement Plan Consulting Services
    iCapital will typically charge a fixed fee for these consulting services. iCapital’s consulting
    fees are negotiable and generally range from $3,750 to $47,500 per service depending upon
    the combination, complexity level, and scope of the consulting services provided. Fees in the
    areas of Retirement Plan Fiduciary Services, and Retirement Plan Participant Services are
    typically annual retainer fees and fees in the Retirement Plan Compliance Review,
    Benchmarking Services, Plan Design, Vendor Search Management and Assessments area are
    typically single engagements with one-time fees.
    iCapital generally bills for its consulting services quarterly in advance except for consulting
    services in the area of Retirement Plan Compliance Review, Benchmarking Services, Plan
    Design and Vendor Searches for which iCapital requires payment of one-half of the

                                                                                      iCapital, LLC

    consulting fee upon entering into the written agreement with the remainder paid by invoice
    after delivery of completion of the engagement. iCapital’s written agreement for its retainer-
    based consulting services may be terminated by the client by providing 60 days written
    notice prior the agreement’s annual anniversary date.

Elite Investment Management Services
    Our fees are based on an annual percentage of assets under management. This annual fee
    shall be pro-rated and paid quarterly, in advance, meaning we charge you at the beginning
    of each three-month billing period, based upon the fair market value of the Assets on the
    last day of the previous quarter. All accounts may be subject to a minimum annual
    investment management fee of $500 and may be subject to an annual maintenance fee of
    $100 to offset administrative expenses. The initial fee is based upon the date the account is
    accepted for management by execution of the investment advisory contract or when the
    assets are transferred through the last day of the current calendar quarter. Thereafter, the
    fee is based on the market value of your account on the last day of the previous calendar
    quarter and will cover the period from the first day of the calendar quarter through the last
    day of the calendar quarter. The market value will be determined as reported by the
    Custodian. Fees are assessed on all assets under management, including securities, cash and
    money market balances unless specifically excluded in the Client Agreement.
    Fees may vary based on the size of the account, complexity of the portfolio, extent of activity
    in your account or other reasons we agree upon. Fees will generally follow the schedule of
    assets under management outlined below.

                  Assets                   Under Annual Advisory Fee
                  Management
                  0-$300,000                                    1.25%
                  $300,001-$600,000                             1.15%
                  $600,001-$1,000,000                           1.00%
                  $1,000,001 -$3,000,000                        0.95%
                  $3,000,001 and above                          0.85%

    These fees are non-negotiable, although iCapital reserves the right to charge fees that are less
    than those set out above and or to waive account minimums. The specific fee is disclosed in
    the Investment Management Agreement. Cash and cash equivalents and any margin debt
    balances are included in the calculation of advisory fees, unless otherwise noted and agreed
    to in the executed Agreement.

    You authorize us to debit your account quarterly for our fee. The independent qualified
    custodian holding your funds and securities will debit your account directly for our advisory
    fees. You will provide written authorization permitting the fees to be paid directly from your
    account held by the qualified custodian. We will not have access to your funds for payment
    of fees without your consent in writing. Further, the qualified custodian agrees to deliver an

                                                                                       iCapital, LLC

    account statement at least quarterly directly to you, indicating all the amounts disbursed
    from your account including the amount of advisory fees. You are encouraged to review your
    account statements for accuracy. We will have access to a duplicate copy of the statement
    that is delivered to you.
    At our discretion, we may allow accounts of members of the same household to be
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Item 7 - Types of Clients
Description
       iCapital generally provides investment advice and management to qualified retirement
       plans, pension and profit-sharing plans, individuals, trusts, charitable organizations and
       small businesses. Client relationships vary in scope and length of service.

Account Minimums
       The minimum account size for investment management is $25,000 and comes with a
       minimum annual fee of $500. In fact, any account of less than $40,000 will be charged an
       annual fee of $500. iCapital has the discretion to waive the account minimum. Clients
       with assets below $40,000 will pay a higher percentage rate on their annual fees than the
       fees paid by clients with greater assets under management.