UMB Private Wealth Management LLC

Item 5 Fees and Compensation

   Retail Advisory Services Fees:

   Asset Management Fee
   The asset management fee (“the Fee”) Clients will incur for UMBPWM’s investment management
   services is listed in the Client’s IAA. This fee is calculated as a percentage of the Client’s assets under
   management. The maximum annual fee does not exceed 1.25% and is described in more detail below.

   Because UMBPWM's advisory fee is calculated as a percentage of assets under management,
   UMBPWM has a financial incentive to recommend that clients increase the assets held in their Retail
   Client Advisory Accounts, and to refrain from recommending that clients withdraw assets from those
   Retail Client Advisory Accounts. Clients should be aware of this conflict when evaluating
   UMBPWM's investment recommendations.

   Fees are billed in arrears based on the average daily balance of the client’s account during the billing
   period. Monthly billing is the default frequency. Balances in cash sweep vehicles are included in the
   advisory fee calculation. The advisory fee does not include transaction fees, custodial fees, fund
   expenses, or fees charged by Third-Party Managers, which are borne separately by clients.

   In addition, adjustments are made to address additions and withdrawals during the billing period. For
   accounts that begin at any time other than the beginning of a calendar month, the first management fee
   shall be prorated based on the number of days in the month. If an account terminates mid-month, a pro
   rata fee will be assessed based on the number of days in the month the account was under management.
   UMBPWM uses the value provided by the custodian at calendar month end for billing purposes. In
   addition, the account asset value(s) used to calculate the Fee can differ from that shown on a Client’s
   account statement due to settlement date accounting, treatment of accrued income, distributions, and/or
   necessary adjustments. UMBPWM will deduct the Fee from Clients’ accounts. In instances where
   financial or business planning services are provided, without ongoing advisory services, Clients will
   pay these fees directly to UMBPWM.
   The Fee assessed by UMBPWM will reduce a Client’s overall returns and performance of their
   account(s).
Banded Asset Management Fee Schedule:

 Household Market Value                            Fee %
 Under $1 Million                                  1.25%
 $1-3 Million                                      1.15%
 $3-5 Million                                      1.00%
 $5-10 Million                                     0.80%

 $10-15 Million                                   0.70%
 $15-25 Million                                   0.60%
 $25-50 Million                                   0.55%
 $Over $50 Million                                0.50%
 Minimum Household Fee                            $5,000

The fee schedule above applies to all household account balances managed by UMBPWM, including
accounts below $1,000,000 where UMBPWM has exercised its discretion to waive or modify the account
minimum pursuant to the Fee Schedule Discretion section below. The "Under $1 Million" tier reflects the
applicable rate for such accounts and is not an invitation to open accounts below the stated minimum.
UMBPWM will apply the minimum household fee of $5,000 where the calculated advisory fee would
otherwise fall below that amount.

Breakpoint Discounts and Aggregation
UMBPWM may, at its discretion, aggregate assets across a Client household’s eligible accounts for
purposes of determining the applicable breakpoint tier. Accounts that may qualify for eligible household
breakpoint discounts include accounts held by the same individual, family members, or related parties
with power of attorney. UMBPWM considers the similarity of investment objectives when determining
whether to aggregate accounts into billing households and reserves the right to apply the fee schedule
separately to each account.

Financial Planning Fees
Financial planning services may be provided on a complimentary basis as part of the advisory relationship,
or under a separate written FP Agreement for a fixed fee.

When financial planning is provided under a separate engagement, the fee is fixed for the initial
engagement period and is set forth in the applicable services order signed by the client. Payment is
structured as one of the following, as agreed with the client:

   •   Paid in full upon execution of the FP Agreement; or
   •   Paid in two equal installments, with 50% due upon execution of the FP Agreement and the
       remainder due upon delivery of the financial plan.

   The maximum financial planning fee charged is $30,000.

The financial planning engagement concludes upon delivery of the financial plan and the completion of
any agreed follow-up period, which does not exceed six months following delivery of the plan. Any further
advice or services beyond the initial engagement will require a new agreement and may be subject to
additional fees. In accordance with applicable regulatory requirements, UMBPWM will not collect more
than $1,200 in financial planning fees more than six months in advance of delivery of the financial plan.

Business Planning Fees
UMBPWM provides Business Planning Services to business-owner clients under a separate written
Business Planning Services Agreement. The fee for these services is fixed and non-contingent and is set
forth in the applicable services order signed by the client. Payment may be structured as a lump sum upon
execution, in installments, or on a milestone basis, as agreed with the client.

In accordance with applicable regulatory requirements, UMBPWM will not collect more than $1,200 in
fees more than six months in advance of delivery of the strategic plan. Upon termination of a Business
Planning engagement, UMBPWM is entitled to accrued but unpaid fees and any approved reimbursable
...

Item 7 Types of Clients

UMBPWM provides investment advisory services to two categories of clients: retail clients and
Private Investment Vehicles (“Funds”). Each is described below.

Retail Advisory Clients:

Retail clients are individuals, families, and businesses with a net worth of $1 million or more.

UMBPWM may engage clients not listed above and may waive minimum account requirements at its
discretion.

Private Investment Vehicles / Funds:

In addition to retail advisory services, UMBPWM also designs, creates, and manages investment
vehicles and Funds. Private Funds consist of special purpose vehicles (“SPV”) and pooled investment
vehicles managed by UMBPWM. Any initial and additional capital contribution or capital commitment
minimums will be set forth in the Offering Documents. Investors in the Private Funds are generally
required to qualify as "accredited investors" under Regulation D and/or "qualified purchasers" under
the Investment Company Act of 1940, as applicable and as set forth in the relevant Offering
Documents.