One Way Holdings LLC

Item 5. Fees and Compensation
      GDS offers services for fees based upon assets under management or advisement. This management fee
      varies between 50 and 150 basis points (0.50% – 1.50%), depending upon the size and composition of a
      client’s portfolio, the type and amount of services rendered and the individual(s) providing the services.

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
      being managed by GDS on the last day of the previous quarter as determined by a party independent from
      the Firm (including the client’s custodian or another third-party).

      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      If assets in excess of $100,000 are deposited into or withdrawn from an account after the inception of a
      billing period, the fee payable with respect to such assets is 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 (which means that
      the advisory fee is payable in proportion to the number of days in the quarter for which the client engaged
      the Firm even if the full amount of assets is not managed for that amount of time). 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.

      Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage GDS 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

      GDS 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.

      Additional Fees and Expenses

      In addition to the advisory fees paid to GDS, clients also incur certain charges imposed by other third
      parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions

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 Disclosure Brochure                                                           GDS Wealth Management

      (collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
      transaction fees, custodial fees, fees attributable to alternative assets, margin 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), 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 GDS 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 GDS.

      Account Additions and Withdrawals

      Clients can make additions to and withdrawals from their account at any time, subject to GDS’s 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 GDS, 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. GDS 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.

Item 7. Types of Clients
      GDS offers services to individuals. In general, the Firm minimum dollar amount to open and maintain an
      advisory account is $1,000,000, however the Firm has discretion to waive or modify the minimum account

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 Disclosure Brochure                                                        GDS Wealth Management

      size. The Firm has the right to terminate the relationship if the asset value falls below a minimum size
      which, in the Firm’s sole opinion, is too small to manage effectively.