Tealwood Asset Management Inc

Item 5 - Fees and Compensation for Services
Our compensation is derived from fees collected from clients for management of their accounts.
Fees are charged on a percentage basis of the total account value each quarter. The total
account value includes all securities held in the account along with any cash or cash equivalents
and interest accrued on fixed income securities. If clients have assets held in their accounts that
are not under our management, these can be excluded from the fee calculation (see below for
more information regarding unsupervised assets). The fees listed below are on an annual basis,
however, fees are charged one quarter at a time, payable in advance. The account is valued as
of the last trading day of each calendar quarter.

We utilize and rely on Orion Advisor Services, LLC ("Orion") as our primary source of pricing the
assets held in our accounts. If pricing cannot be received from Orion, we rely on the custodian's

valuation for these assets.

Fees are generally deducted directly from the managed account. If clients wish, they can pay
these fees directly or arrange for another type of payment - such as having their fees deducted
from another account, where possible. We will attempt to accommodate such requests.
Below are the annual fees for each portfolio:

Large-Cap, Strategic Income, Equity Income and Small- and Mid-Cap:

1.0% on first $1,000,000 of market value
0.75% from $1,000,000 to $3,000,000

Defensive Fixed Income:

0.50% on the first $3,000,000 of market value for non-municipal bonds
0.30% on the first $3,000,000 of market value for municipal bonds

Quality Fixed Income:

0.50% on the first $3,000,000 of market value (fees may be subject to a discount when yields to
worst are below 3%).

Quality Fixed Income - Minnesota Tax-Free

0.10% on all assets, with a minimum account size of $3,000,000

All portfolio styles are negotiable at values above $3,000,000.

In 2014, we changed our fee structure, however, existing clients' fees structure did not change.
Rather, they remained as their original contract stated.

In conjunction with the management of other portfolio assets, we may agree to manage tax-
exempt bonds or other non-corporate fixed income portfolios. The fees for these portfolios are
negotiable, they will not be included in the group for fee breakpoints, and the minimum account
size is $250,000.

Company-Sponsored Retirement Plan Consulting Services – Fees are charged quarterly in
advance based on the market value of the assets on the last business day of the preceding
quarter.

For All Accounts:

0.25% of all assets up to $3,000,000.

The minimum account size for all portfolios is $250,000.

Accounts are aggregated together for fee purposes when a family or business relationship
exists, or when the same entity has more than one account with different investment styles.
Defensive Fixed Income and Quality Fixed Income accounts are not included in the group for
fee breakpoints.

Either party can terminate the management agreement. If the termination is prior to the end of
the billing period, we will refund the unused portion of the fee on a pro-rated basis, calculated
from the time of termination.

In addition to advisory fees paid to Tealwood as explained above, clients may pay custodial service,
account maintenance, transaction, and other fees associated with maintaining the account. These
fees vary by broker and/or custodian. Clients should ask Tealwood for details on transaction fees or
other custodial fees specific to their account, as these fees are not included in the annual advisory
fee. Tealwood does not share any portion of such fees. Additionally, for any mutual funds or
exchange-traded funds (“ETFs”) purchased, the client may pay their proportionate share of the
funds’ distribution, internal management, investment advisory and administrative fees. Mutual fund
companies impose internal fees and expenses on clients. Mutual funds purchased or sold in
custodian accounts may generate transaction fees that would not exist if the purchase or sale were
made directly with the mutual fund company. Mutual funds held in custodian accounts also charge
management fees. Such fees are not shared with Tealwood and are compensation to the fund
manager. Clients are urged to read the mutual fund prospectus prior to investing.

Certain advisory fees and/or payment plans could be different from those listed above when the
initial portfolio was negotiated at a different rate. Any departure from the fee schedule above via
a negotiated rate prior to the signing of the service agreement must not implicitly or explicitly
create a conflict of interest between the client and advisor.

At times, clients ask us to hold assets in their accounts that are not to be managed in one of our
portfolios. When this occurs, we enter those assets in a category we term "Unsupervised
Assets" and we will not include them in the fee calculation. Tealwood provides for this
dispensation as a special accommodation for the benefit of our clients. Tealwood does not
assume responsibility for performance of these assets or for decisions to buy or sell
Unsupervised Assets as we would for assets held on a fee basis. Upon a client's request, we
will review these assets and give an investment opinion.

We do not receive any compensation from the sale of any investment product.

We offer discounted fees for the accounts of employees and their family.

Tealwood also provides fee-based advisor services for individuals, families and institutions. The
fee is relative to the scale and scope of the advisory work and is billed to the client.

In addition to asset-based fee compensation, Tealwood also has the capacity to provide
advisory service-based fee compensation. The fee is determined by the scope and the scale of
the ongoing advisory work and is also billed on a quarterly basis, unless an alternative billing
arrangement is agreed upon. The Advisory Contract is accompanied by a Letter of
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