KMG Fiduciary Partners LLC

Item 5. Fees and Compensation
      KMG Fiduciary Partners offers services for a fee based upon assets under management. This management
      fee varies in accordance with the following fee schedule:

                                  PORTFOLIO VALUE                         BASE FEE
                                      Up to $249,999                         1.50%
                                    $250,000 - $499,999                      1.25%
                                   $500,000 - $1,999,999                     1.00%
                                  $2,000,000 - $4,999,999                    0.75%
                                   $5,000,000 and Above                      0.50%

      The annual fee is prorated and charged monthly, in arrears, based upon the average daily balance of the
      assets being managed by KMG Fiduciary Partners during that month. In the event the advisory agreement
      is terminated, the fee for the final billing period is prorated through the effective date of the termination and
      the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. The Firm
      offsets fees charged by Independent Managers, if any from its annual fee.

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
      percentage of cash for reasons other than the Firm's investment management decision. Additionally, for
      asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets,
      accommodation accounts, alternative investments, etc.), KMG Fiduciary Partners may negotiate a fee rate
      that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm
      to recommend that clients engage KMG Fiduciary Partners for additional services for compensation,
      including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain
      absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon
      any of the recommendations.

      Retirement Plan Consulting Fees
      Each retirement plan consulting engagement is individually negotiated and tailored to accommodate the
      needs of the individual plan sponsor, as memorialized in the Agreement. These fees vary based on the
      scope of the services to be rendered including the amount of assets to be managed.

      Fee Discretion

      KMG Fiduciary Partners may, in its sole discretion, negotiate to charge a lesser fee based upon certain
      criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of

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 Disclosure Brochure                                                  KMG Fiduciary Partners, LLC

      assets to be managed, related accounts, account composition, pre-existing/legacy client relationship,
      account retention and pro bono activities.

      Additional Fees and Expenses

      In addition to the advisory fees paid to KMG Fiduciary Partners, clients also incur certain charges imposed
      by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial
      institutions (collectively “Financial Institutions”). These additional charges include securities brokerage
      commissions, transaction fees, custodial fees, fees charged by the Independent Managers, margin costs,
      charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus
      (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer
      taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
      transactions. The Firm’s brokerage practices are described at length in Item 12, below.

      Direct Fee Debit

      Clients provide KMG Fiduciary Partners and certain Independent Managers with the authority to directly
      debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the
      qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees,
      have agreed to send statements to clients not less than quarterly detailing all account transactions, including
      any amounts paid to KMG Fiduciary Partners.

      Account Additions and Withdrawals

      Clients can make additions to and withdrawals from their account at any time, subject to KMG Fiduciary
      Partners’ right to terminate an account. Additions can be in cash or securities provided that the Firm
      reserves the right to liquidate any transferred securities or declines to accept particular securities into a
      client’s account. Clients can withdraw account assets on notice to KMG Fiduciary Partners, subject to the
      usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-
      term investments and the withdrawal of assets may impair the achievement of a client’s investment
      objectives. KMG Fiduciary Partners may consult with its clients about the options and implications of
      transferring securities. Clients are advised that when transferred securities are liquidated, they may be
      subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g.,
      contingent deferred sales charges) and/or tax ramifications.

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Item 7. Types of Clients
      KMG Fiduciary Partners offers services to individuals, pension and profit sharing plans, trusts, estates,
      charitable organizations, corporations and business entities.

      Minimum Account Requirements
      KMG Fiduciary Partners does not impose a stated minimum fee or minimum portfolio value for starting
      and maintaining an investment management relationship. Certain Independent Managers may, however,
      impose more restrictive account requirements and billing practices from the Firm. In these instances, KMG
      Fiduciary Partners may alter its corresponding account requirements and/or billing practices to
      accommodate those of the Independent Managers.