Steel Grove Capital Advisors LLC

Item 5 – Fees and Compensation
                                              Steel Grove Capital Advisors, LLC
                                       5100 Poplar Avenue, Suite 3100, Memphis, TN 38137
                                          Phone: (901) 498-6300 | Fax: (901) 256-3469
                                                      www.steelgrove.com

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or more
written agreements with the Advisor.

A. Fees for Advisory Services
Wealth Management Services
Wealth management fees are paid quarterly in arrears (some legacy client arrangements include fee billing in
advance), pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the
average daily market value of assets under management during the billing quarter. Wealth management fees will not
exceed 1.00% annually based on several factors, including: the scope and complexity of the services to be provided;
the level of assets to be managed; and the overall relationship with the Advisor. Relationships with multiple objectives,
specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee.

The wealth management fee in the initial quarter of service is generally prorated from day the assets are initially
designated to the Advisor for management. Fees may be negotiable at the sole discretion of the Advisor. The Client’s
fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts
managed by Steel Grove are independently valued by the Custodian. The Advisor conducts periodic reviews of the
Custodian’s valuation to ensure accurate billing.

Clients may make additions to and withdrawals from their account at any time, subject to Steel Grove’s right to terminate
an account. Additions may be in cash or securities provided that Steel Grove reserves the right to liquidate any
transferred securities or decline to accept securities into a Client’s account. Clients may withdraw account assets on
notice to Steel Grove, subject to the usual and customary securities settlement procedures. However, Steel Grove
designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a Client’s
investment objectives. Steel Grove may consult with its Clients about the options and ramifications of transferring
securities. However, Clients are advised that when transferred securities are liquidated, they are subject to transaction
fees, fees assessed at the mutual fund level, and/or tax ramifications.

Advisory fees are exclusive of, and in addition to any applicable securities transaction and custody fees, and other
related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor
does not receive any portion of these commissions, fees, and costs.

For Sub-Advised accounts, the fees above only include the Advisor’s fee. Any fees charged by the Independent
Manager(s) for sub-advising will be charged separately as disclosed in the Independent Manager’s agreement and
governing documents.

Financial Planning Services
Steel Grove offers financial planning services, generally as a part of portfolio management.. Fees may be negotiable
based on the nature and complexity of the services to be provided and the overall relationship with the Advisor. An
estimate for total costs will be determined prior to engaging for these services. Steel Grove may charge Clients for
additional fees for software related costs and expenses associated with certain estate planning systems and software.

B. Fee Billing
Wealth Management Services
Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the
Custodian. The Advisor shall send documentation to the Custodian indicating the amount of the fees to be deducted
from the Client’s account[s] at the beginning or end of the respective quarter. The amount due is calculated by applying
the annual rate (annual rate divided by 4) to the total assets under management with Steel Grove at the end of respective
quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the
investment advisory fee. Clients provide written authorization permitting advisory fees to be deducted by Steel Grove
to be paid directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate
account forms provided by the Custodian.

                                            Steel Grove Capital Advisors, LLC
                                     5100 Poplar Avenue, Suite 3100, Memphis, TN 38137
                                        Phone: (901) 498-6300 | Fax: (901) 256-3469
                                                    www.steelgrove.com

Financial Planning Services
Financial planning services are generally included in portfolio management services/fees. However, where
circumstances warrant, we may assess fees separately for this service. Such fees will be agreed upon in advance with
the client.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than Steel Grove, in connection with
investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities
execution fees charged by the Custodian, as applicable, including custodial fees, brokerage commissions, transaction
fees, fees imposed by variable annuity providers, certain deferred sales charges, odd-lot differentials, transfer taxes,
wire transfer and electronic fund fees, fees and taxes on brokerage accounts and securities transactions, interest on
...

Item 7 – Types of Clients

Steel Grove offers investment advisory services to affluent individuals and families, trusts, estates, charitable
organizations, corporations, and business entities. Steel Grove generally does not impose a minimum relationship
size.