Tall Pines Capital LLC

Fees and Compensation
        ​
        The maximum annual management fee charged for this service will not exceed 2.50% per
        annum. Please note that an asset-based fee in excess of 2.00% per annum is higher than what is
        normally charged in the industry. To the extent agreed-to by a client and Tall Pines (and with the
        exception of retirement accounts or accounts otherwise subject to ERISA), Tall Pines will charge
        a performance fee based on an initial investment high water mark. When a performance fee is to
        be charged, the fee schedule will typically be structured in one of the following two ways: (i) a 1%
        per annum management fee plus a 20% performance fee, or (ii) a 0% management fee plus a
        25% performance fee. Fees to be assessed will be outlined in the advisory agreement to be
        signed by the Client. Annualized management fees are billed on a pro-rata basis quarterly in
        advance based on the value of the account(s) on the last day of the previous quarter.
        Performance fees are assessed annually in arrears based on a client’s initial investment as the
        high water mark. Fees are negotiable and will be deducted from client account(s). Intra-quarter
        prorated management fees are charged in the event a client deposits $100,000 or more during
        the quarter. The firm’s fees are generally deducted directly from the account(s) under our
        management; in rare cases, however, our firm will agree to directly invoice the client. As part of
        the fee deduction process process, clients understand the following:

             a)​ The client’s independent custodian sends statements at least quarterly showing the
                 market values for each security included in the assets and all account disbursements,
                 including the amount of the advisory fees paid to our firm;
             b)​ Clients will provide authorization permitting our firm to be directly paid by these terms.
                 Our firm will send an invoice directly to the custodian; and
             c)​ If our firm sends a copy of our invoice to the client, a legend urging the comparison of
                 information provided in our statement with those from the qualified custodian will be
                 included.

                                           Date of Brochure: May 05, 2026

   The estimated trading cost component for a minimum account size of $100,000 is $200 to $600
   per year.

   These fees include charges for all transaction costs such as commissions on purchase and sales
   of stocks, options, and warrants. Except as otherwise provided below, clients will incur no
   charges other than the firm’s fee pursuant to the above fee schedule in connection with the
   maintenance of and activity in clients’ accounts. Our fee does not include internal expenses and
   fees of fund products, though as of the date of this Wrap Brochure, we do not invest in funds such
   as mutual funds or exchange traded funds. To the extent that securities transactions are executed
   away from our recommended custodian (Charles Schwab & Co., Inc., or “Schwab”), then Schwab
   will typically directly charge the client commission mark-ups and mark-downs that the client will
   pay in addition to the wrap fee.

   Schwab does not charge transaction fees for U.S. listed equities. Since we pay the transaction
   fees that would otherwise be charged by the custodian to clients participating in our wrap fee
   program, this presents a conflict of interest because we are incentivized to recommend these
   equities over other types of securities in order to reduce our costs.

   The client authorizes the custodian to automatically deduct the fee and all other charges payable
   hereunder from the assets in the account when due with such payments to be reflected on the
   next account statement sent to the client. If insufficient cash is available to pay such fees,
   securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid
   balance. Tall Pines may modify the fee at any time upon 30 days’ written notice to the client. In
   the event the client has an ERISA-governed plan, fee modifications must be approved in writing
   by the client.

   Upon termination of an advisory agreement, any unearned, prepaid fees will be promptly
   refunded on a prorated basis.

B.​ Disclosure of Cost Difference if Services Purchased Separately

   Depending on a number of factors, such as the number, size and nature of the securities
   transactions in an advisory account, the overall fees and charges borne by the client over time
   could be more or less than what these fees and charges would be if the same services were
   provided on a separate basis. Bundled fees generally provide an economic incentive for the
   advisory firm to select investments and strategies that minimize trading costs. Frequent trading in
   an account where transaction fees are included as part of the overall advisory fee to the client
   drives trading costs higher and reduces the overall fee revenue to the advisor. As a result, higher
   trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability.
   Accordingly, we have an incentive to limit our trading activities in wrap accounts.

C.​ Additional Client Fees and Terms of Payment

   Tall Pines generally requires clients to authorize the direct debit of fees from their accounts.
   Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our
   fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction
   from the account. Clients may withdraw this authorization for direct billing of these fees at any
   time by notifying us or their custodian in writing.
...