Seven Hills Financial LLC

ITEM 5 FEES & COMPENSATION

     Portfolio Management Fee

     Portfolio management is provided on an asset-based fee6 arrangement. Management fees are
     calculated based on the aggregate market value of your account on the last business day of the
     previous calendar quarter multiplied by one-fourth (i.e., 1.25% ÷ 4 = 0.3125%) of the
     corresponding annual percentage rate for each portion of your portfolio assets that fall within
     each tier (see "Billing" below under "Protocols for Portfolio Management" for more information
     on how the fee is calculated).

     We retain discretion to negotiate the management fee within each tier on a client-by-client
     basis depending on the size, complexity, and nature of the portfolio managed. In addition, as
     your portfolio value exceeds each tier level, either through additional deposits or asset growth,
     a fee break will occur for that portion of your portfolio that falls within that tier level. The
     tier breaks are as follows:

                                                                                      Annual
                   Account Value                                                       Fee
                                                                                       Rate
                                                                                       Not to
                                                                                       Exceed

                   First $250,000 .................................................   1.25%
                   Next $250,000 .................................................    1.10%
                   Next $500,000 .................................................    1.00%
                   Next $1,000,000 ..............................................     0.75%
                   Over $2,000,000 ..............................................     0.50%

     We generally require a minimum initial investment of $100,000 to open a managed account;
     however, we retain the right to waive or reduce this minimum if we feel circumstances are
     warranted.

       Protocols for Portfolio Management
       The following protocols establish how we handle our portfolio management accounts and
       what you should expect when it comes to: (i) managing your account; (ii) your bill for
       investment services; (iii) deposits and withdrawing funds from your account(s); and (iv) other
       fees charged to your account(s).

         Discretion
         We will establish discretionary trading authority on all management accounts to execute
         securities transactions at any time without your prior consent or advice.

         At any time however, you may impose restrictions, in writing, on our discretionary
         authority (i.e., limit the types/amounts of particular securities purchased for your account,
         exclude the ability to purchase securities with an inverse relationship to the market, limit
         our use of leverage, etc.).

 An asset-based fee is a percentage fee charged based on your assets under management for our professional time
giving continuous advice, managing investment strategies, and suggesting investment options. We receive no other
compensation for this advisory service unless first disclosed to you.

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     Billing
     Your account will be billed a blended fee quarterly in advance based on the aggregate, fair
     market value for the portion of your portfolio that fall within each tier of our fee schedule.
     For example:

               Account Value:              Annual Fee %             Tier Fee
               $2,500,000                     (Per Tier)          Contribution
                                                             (Based on the Account Value
                                                                  Within Each Tier)

               First $250,000                 1.25%                   0.125%
               Next $250,000                  1.10%                   0.110%
               Next $500,000                  1.00%                   0.200%
               Next $1,000,000                0.75%                   0.300%
               Next $500,000                  0.50%                   0.100%
               Blended Annual Fee %                                   0.835%

     For new managed accounts opened in mid-quarter, our fee will be based on a pro-rated
     calculation of your assets to be managed for the current calendar quarter. For existing
     management accounts, pro-rated adjustments may be made for partial deposits between
     billing cycles. We do not make partial refunds of our quarterly fee for withdraws you make
     during a calendar quarter.

     Advisory fees will be deducted first from any money market funds or cash balances. If such
     assets are insufficient to satisfy payment of such fees, a portion of the account assets will
     be liquidated to cover the fees.

     Fee Exclusions
     The above fees for all of our management services are exclusive of any charges imposed by
     the custodial firm who has custody of your account; including, but not limited to: (i) any
     Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or account charges, such as,
     postage/handling fees, electronic fund and wire transfer fees, auction fees, debit balances,
     margin interest, certain odd-lot differentials and mutual fund short-term redemption fees;
     and (iv) brokerage and execution costs associated with securities held in your managed
     account. There can also be other fees charged to your account that are unaffiliated with
     our management services.

     In addition, all fees paid to us for portfolio management services are separate from any
     fees and expenses charged on mutual fund shares by the investment company or by the
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ITEM 7 TYPES OF CLIENTS
    The types of clients we offer advisory services to are individuals and their family members, a
    family office, a foundation or endowment, a charitable organization, a corporation and/or
    small business, a trust, a guardianship, an estate, a retirement plan, or any other type of entity
    to which we choose to give investment advice. We have a minimum account size of $250,000,
    Seven Hills in its sole discretion, may waive the required minimum asset level. Account
    minimums may also be required by the Portfolio Manager managing your account. See "Portfolio
    Monitoring Fee" above in Item 5, "Fees & Compensation" for information on how we will monitor
    your portfolio account.

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