Oakworth Asset Management LLC

Item 5. Fees and Compensation
      OAM offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under
      management or advisement.

      Financial Planning and Consulting Fees

      OAM charges a fixed fee for providing financial planning and consulting services under a stand-alone
      engagement. These fees are negotiable, but range from $2,000 to $20,000, depending upon the scope and
      complexity of the services and the professional rendering the financial planning and/or the consulting
      services. If the client engages the Firm for additional investment advisory services, OAM can offset all or
      a portion of its fees for those services based upon the amount paid for the financial planning and/or
      consulting services.

      The terms and conditions of the financial planning and/or consulting engagement are set forth in the
      Advisory Agreement. For project-based services OAM requires one-half of the fee payable upon execution
      of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or
      completion of the agreed upon services. The Firm does not, however, take receipt of $1,200 or more in
      prepaid fees, six or more months in advance of services rendered.

      Wealth Management Fees

      OAM offers wealth management services for an annual fee based on the amount of assets under the Firm’s
      management. This management fee varies in accordance with the following blended fee schedule:

                                 PORTFOLIO VALUE                      BASE FEE
                                     First $2,500,000                    1.25%
                                     Next $2,500,000                     1.00%

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 Disclosure Brochure                                            Oakworth Asset Management, LLC

                                     Above $5,000,000                        0.75%

      For accounts made up of fixed income investments, the Firm uses the following blended fee schedule.

                                  PORTFOLIO VALUE                         BASE FEE
                                      First $2,500,000                       0.50%
                                     Above $2,500,000                        0.38%

      The annual fee is prorated and charged monthly, in arrears, based upon the market value of the assets being
      managed by OAM on the last day of the month. If a valuation for private securities is not available through
      the custodian, the Firm will typically rely on the valuation provided by the issuer. Because valuations may
      only be provided periodically (including monthly, quarterly or even annually), the Firm can be billing on a
      valuation that would be different if updated. That valuation can be higher or lower depending on the
      increase or decrease in value of the private investment.

      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.

      If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
      payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. For the
      initial period of an engagement, the fee is calculated on a pro rata basis. 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.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), OAM can 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 OAM 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.

      Fee Discretion

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

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 Disclosure Brochure                                            Oakworth Asset Management, LLC

      Additional Fees and Expenses

      In addition to the advisory fees paid to OAM, 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 attributable to alternative assets, fees charged by the Independent
      Managers, and other borrowing 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),
...

Item 7. Types of Clients
      OAM offers services to individuals, high net worth individuals, trusts, estates, charitable organizations,
      corporations and other business entities.

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 Disclosure Brochure                                           Oakworth Asset Management, LLC

      Minimum Account Fee

      As a condition for starting and maintaining an investment management relationship, OAM imposes a
      minimum monthly fee of $625. This minimum fee will cause clients with smaller portfolios to incur an
      effective fee rate that is higher than the Firm’s stated fee. OAM may, in its sole discretion, elect to charge
      a lesser minimum fee based upon certain criteria, including anticipated future earning capacity, anticipated
      future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-
      existing client, account retention, and pro bono activities.