Park State Asset Management LLC

ITEM 5 - FEES AND COMPENSATION

The firm's fee for its portfolio management services is a percentage of the value of
the client's assets under the firm's management. This fee is negotiable and varies
depending on the client's relationship with the firm and the strategy employed. The
fee generally does not exceed 1% per year. The specific fee, billing frequency and
method of calculation will be described in the investment advisory agreement with
the client.

The firm charges a flat fee for its investment consulting services for institutional
clients. The fee is determined by negotiation with the client and is set forth in a
written agreement with the client.

Fee Negotiation

Park State has the right, in its sole discretion, to agree 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 and pro bono
activities. This means that some clients will pay greater or lesser fees than other
clients for similar services.

Additional Fees and Expenses

In addition to the advisory fees paid to Park State, 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, 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. Park State does not share in any of these third-party fees.

Direct Fee Debit

Clients provide Park State and/or certain Private and Public Investment 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 deduct fees have agreed to
send statements to Clients, not less than quarterly, detailing all account transactions,
including any amounts paid to Park State.

Account Additions and Withdrawals

Clients can make additions to and withdrawals from their accounts at any time,
subject to Park State’s right to terminate an account. Additions can be in cash or
securities, but the firm reserves the right to liquidate any transferred securities or to
decline to accept particular securities into a client’s account. Clients can withdraw
account assets on notice to Park State, subject to the usual and customary securities
settlement procedures, but clients should be aware that the firm designs its
portfolios as long-term investments and the withdrawal of assets may impair the
achievement of a client’s investment objectives. Park State usually consults with its
clients about the options and implications of transferring securities. When
transferred securities are liquidated, the client will be responsible for any transaction
fees, short-term redemption fees, fees assessed at the mutual fund level (e.g.,
contingent deferred sales charges) and/or tax ramifications.

When the firm recommends that clients engage Park State or deposit additional
assets for the firm to manage, including rolling over retirement accounts, it is a
conflict of interest because the firm is compensated on the value of the assets under
its management and therefore has a financial incentive to recommend that clients
increase the assets to be managed by the firm. The firm mitigates this conflict by
making this disclosure and following procedures designed to ensure that its advice
is in the client's best interest. Further, clients retain absolute authority over whether
to engage Park State, account funding decisions, and whether to roll over a
retirement account.

Termination

A client agreement may be canceled at any time by either party but must be promptly
followed up in writing if termination is oral. The termination will be effective at the
close of business on the day notice was received. Upon termination of any account,
any prepaid, unearned fees will be promptly refunded. If a client who pays in arrears
terminates their relationship, the firm will bill the client account for the partial period
in which those services were rendered.

ITEM 7 - TYPES OF CLIENTS

Park State offers investment management services to individuals, high-net-worth
individuals, charitable organizations, profit-sharing plans, trusts (including pooled
investment trusts), and other entities.