Shearwater Capital LLC

Item 5 - Fees and Compensation:

Shearwater Capital is a fee-only investment advisory firm, meaning that investment
management fees are our only source of compensation. We are committed to keeping our fees
below industry averages. Fees are charged quarterly, in arrears for the prior quarter, based on
the following annualized fee schedule:

                          Account Size           Annual Fee
                          <$100,000                0.85%
                          $100,000-$250,000        0.75%
                          $250,000-$500,000        0.65%
                          $500,000-$1,000,000      0.55%
                          $1,000,000-$2,500,000    0.45%
                          $2,500,000-$5,000,000    0.35%
                          $5,000,000-$10,000,000   0.25%
                          > $10,000,000            0.15%

The fee percentage is determined based on the total amount of assets under management for
one family or household, regardless of the number of accounts. This is less expensive for the
client than charging fees based on each account in isolation. An additional benefit is that we do
not use a tiered or blended fee structure, which would apply a 0.85% fee to the first $100,000,
0.75% to the next $150,000, etc. Clients are charged the annual fee based on their total assets
under management with Shearwater Capital, which results in a lower overall fee percentage.

At Shearwater Capital, we do not use a commission-based fee structure, in which the advisor or
broker benefits from increasing the number of trades. We do not receive compensation for the
sale of securities or other investment products, including asset-based sales charges or service
fees from the sale of mutual funds. This prevents a conflict of interest and facilitates keeping
the client’s best interest as the only factor in security selection. The mutual funds we
recommend are “no-load,” meaning that they do not charge a commission or sales charge. Our
fee-only approach aligns the company’s goals with the client’s goals, in that both parties benefit
from a growth in the client’s assets. Fees at Shearwater Capital are fixed, meaning that they do
not change with the time the work takes or the amount the service is used.

Shearwater Capital does not serve as custodian of any client funds. We utilize outside third-
party custodians for all client assets. Most of our assets under management are held at Charles
Schwab where we have negotiated agreements that we believe are beneficial for our clients.
We also maintain some assets under management at other custodians, such as TIAA.
Shearwater Capital does not use wrap fee programs.

Some advisory accounts may be managed at a reduced fee or at no charge. Shearwater Capital,
in its sole discretion, may negotiate to charge a greater or lesser fee than stated above.

Shearwater Capital, LLC                         5            Form ADV Part 2A Disclosure Brochure

Clients are invoiced at the beginning of each calendar quarter for investment management
services provided over the previous quarter, based upon the value (market value or fair market
value in the absence of market value) of the client's account at the end of the previous quarter.
Each client receives a quarterly invoice showing the amount of the fee, the fee percentage, and
the value of the client's assets on which the fee was based. Valuations are derived from
recognized and independent pricing sources and determined by the custodian. New clients are
charged a prorated fee for the portion of the quarter in which the new account was open.
Clients do not pay fees in advance.

The Investment Management Agreement specifies the fee structure. Clients may provide
written limited authorization to Shearwater Capital to withdraw fees from their accounts.
Clients may also choose to pay their fees via credit card or personal check. An advisory client
has the right to terminate the contract without penalty within five (5) business days after
entering into the contract.

The Investment Management Agreement may be canceled at any time, for any reason, and by
either party upon receipt of 30 days written notice. If a contract is terminated, the fees are pro-
rated to cover only the dates during which investment management services are provided to
the client.

All fees paid to Shearwater Capital for investment supervisory services are separate and distinct
from the fees and expenses charged by mutual funds or exchange-traded funds to their
shareholders. These fees and expenses are described in each fund's prospectus. These fees will
generally include a management fee, other fund expenses, and possibly a distribution fee. A
client could potentially invest in mutual funds directly or through other brokers or agents that
are not affiliated with the services of Shearwater Capital. In this case, the client would not
receive the services provided by Shearwater Capital which are designed, among other things, to
assist in determining which securities are most appropriate for each client's financial condition
and objectives. The client should review the fees charged by Shearwater Capital and the fees
charged by the funds to fully understand the total amount of fees to be paid by the client and
to evaluate the advisory services being provided.

Clients may incur brokerage and other transaction costs – see Investment Brokerage Discretion.

Some clients may have a portion of their assets invested in separately managed accounts
(“SMAs”) managed by an independent sub-advisor (see Item 7 below – Types of Investments),
when we determine that such an arrangement is appropriate considering the client’s
investment objectives and overall investment strategy. While Shearwater Capital does not
select the individual securities bought or sold within these sub-advised accounts, we monitor
the SMA as part of the client’s overall portfolio, including its continued suitability, performance,
...

Item 7 - Types of Clients:

Shearwater Capital primarily provides investment advice to individuals and families, although
the firm will also work with companies, pension and profit-sharing plans, and non-profit
organizations. The types of accounts managed by Shearwater Capital include, but are not
limited to, the following:

   1.  Individual accounts (taxable)
   2.  Joint accounts (e.g., Joint Tenants With Right of Survivorship; Tenants-in-Common)
   3.  Trust accounts
   4.  Individual Retirement Accounts (IRAs)
   5.  Roth Individual Retirement Accounts (Roth IRAs)
   6.  Qualified retirement trust accounts (e.g., 401(k) plan accounts, profit-sharing plan
       accounts)
   7. Other tax-deferred retirement plans (e.g., 403(b), 457)
   8. Cash balance plan accounts
   9. Business brokerage accounts
   10. Simplified Employee Pension Plan Individual Retirement Accounts (SEP IRAs)
   11. Savings Incentive Match Plan for Employees of Small Employers (SIMPLE IRAs)
   12. Health Savings Accounts (HSAs)
   13. 529 Education Savings Accounts

The minimum account size for a new client is $500,000; however, this requirement can be
waived at the discretion of the company Principals.

Shearwater Capital, LLC                        7            Form ADV Part 2A Disclosure Brochure

Types of Investments:

For most clients, we construct portfolios of exchange-traded funds (“ETFs”) and/or no-load
mutual funds tailored to the asset allocation strategy described in the client’s Investment Policy
Statement. Although we may invest client assets in a variety of securities and investment
vehicles, we primarily use mutual funds and ETFs offered by Dimensional Fund Advisors LP
(“Dimensional”) in constructing client portfolios. Dimensional mutual funds are generally
available through approved financial advisors, select retirement and savings plans, and certain
institutional channels, and are not typically offered directly to individual investors. Dimensional
ETFs are available to all investors. Dimensional mutual funds and ETFs are structured to provide
exposure to specific asset classes using a disciplined investment process rather than merely
seeking to replicate a market index. Dimensional uses portfolio design and trading strategies
intended to enhance long-term performance. In general, these funds have lower portfolio
turnover and lower expenses than many actively managed funds.

In addition to open-ended mutual funds, such as DIMENSIONAL funds, we also select from the
following types of securities in constructing client portfolios:

   1.   Exchange-traded funds
   2.   Exchange-traded notes
   3.   Individual stocks
   4.   Corporate debt securities
   5.   Commercial paper
   6.   Certificates of deposit
   7.   Municipal bonds
   8.   United States government bonds
   9.   Government bonds issued by other countries

Some clients may have assets invested in separately managed accounts (SMAs) offered through
Dimensional or Charles Schwab. These accounts hold a portfolio of individual stocks or bonds
intended to provide exposure similar to a particular asset class, mutual fund, index, or ETF,
while also allowing for certain customization based on the client’s preferences and
circumstances. For example, certain sectors, industries, or individual securities may be
excluded, including for environmental, social, and governance (ESG) considerations. In addition,
for clients with appropriate tax sensitivity, these accounts may be customized to facilitate tax-
loss harvesting or charitable gifting of appreciated securities. Account guidelines and
restrictions may be modified over time as client needs and objectives change.

Because of customization, tax management, and other account-specific factors, these SMAs
may have a significant tracking error relative to the target fund, ETF, index, or asset class, as
well as from other client accounts. As a result, differences in holdings, position sizes, risk
characteristics, and performance may be significant, and such differences generally increase as

Shearwater Capital, LLC                          8            Form ADV Part 2A Disclosure Brochure

the level of customization or tax management increases. Performance is not guaranteed,
including performance relative to any benchmark or target strategy. Client accounts are subject
to the risk of loss, and all investment strategies and account types described above may
experience substantial variation in quarterly and annual results, including loss of principal. Past
performance is not a guarantee or a reliable indicator of future results.