Longwall Investment Partners LLC

Item 5 - Fees and Compensation

   The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each
   Client engaging the Advisor for services described herein shall be required to enter into a written agreement with the Advisor.

   A. Fees for Advisory Services

   Investment Management Services
   Investment advisory fees range up to 1.25% annually. Fees are paid in arrears or in advance of each month or quarter
   ("Billing Period") pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the
   market value of assets under management at the end or beginning of the Billing Period . Fees are based on the scope

                                                    Longwall Investment Partners, LLC
                                                 8 Wright Street, Suite 107, Westport, CT 06880
                                                             Phone: (203) 209-2785
                                                          www.longwallfamilyoffice.com

 and complexity of the services to be provided; the level of assets to be managed; and the overall relationship with
Advisor. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other
complexities may be charged a higher fee.

The investment advisory fee in the first Billing Period of service is prorated from the inception date of the account[s] to
the end of the first Billing Period. Fees may be negotiable at the sole discretion of the Advisor. The Client's fees will take
into consideration the aggregate assets under management with the Advisor. Securities held in accounts managed by
LIP will be independently valued by the Custodian. For private investments which do not have readily available prices from
pricing services, the Advisor will report the most recently received information from third party sources other than the
Custodian of the account[s].

The Advisor's fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related
costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not
receive any portion of these commissions, fees, and costs.

B. Fee Billing
Investment Management Services
Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client's account[s] at the
Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from
the Client's account[s] at the Billing Period end date. The amount due is calculated by applying the annual rate to the
total assets under management multiplied by the percentage of time in the Billing Period over the calendar year. Clients
will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory
fee. Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement
from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting
advisory fees to be deducted by LIP to be paid directly from their account[s] held by the Custodian as part of the investment
advisory agreement and separate account forms provided by the Custodian. Clients may elect other methods of payment.

C. Other Fees and Expenses

Clients incur certain fees or charges imposed by third parties, other than LIP, in connection with investments
made on behalf of the Client's account[s]. The Client is responsible for all custody and securities execution fees
charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities transaction fees
for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodian's
brokerage requirements. However, the Custodian typically charges for mutual funds and other types of investments. The fees
charged by LIP are separate and distinct from these custody and execution fees.

In addition, all fees paid to LIP for investment advisory services are separate and distinct from the expenses charged by mutual
funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund's prospectus. These
fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration
(e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these
products directly, without the services of LIP, but would not receive the services provided by LIP which are designed, among
other things, to assist the Client in determining which products or services are most appropriate for each Client's financial
situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by
LIP to fully understand the total fees to be paid. Please refer to Item 12 - Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
Investment Management Services
LIP is generally compensated for its investment management services in advance at the commencement of the Billing Period
. A small number of legacy accounts are billed in arrears.. Either party may terminate the investment advisory agreement,
at any time, by providing advance written notice to the other party. The Client may also terminate the investment
advisory agreement within five (5) business days of signing the Advisor's agreement at no cost to the Client. After the five-
day period, the Client will incur charges for bona

                                               Longwall Investment Partners, LLC
                                           8 Wright Street, Suite 107, Westport, CT 06880
                                                       Phone: (203) 209-2785
...

Item 7-Types of Clients

LIP offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and
retirement plans. LIP generally does not impose a minimum relationship size.