Weatherly Asset Management LP

Item 5 - Fees and Compensation
Description
WAM bases its fees on a percentage of assets under management or assets under advisement. All fees are
agreed to in writing, by signing the Investment Advisory Agreement, before any services are performed.

Investment management fees are billed quarterly in advance, meaning that we invoice the client at the beginning
of the quarter and utilize the balance of the last day of the previous quarter.

Payment in full is expected upon invoice presentation and is typically deducted directly from the clients’ account
and the invoice is included in their quarterly statement. The client must provide written consent in advance to
direct debiting of their investment account for advisory services. Such consent is provided by signing the
Investment Advisory Agreement which includes a complete, appropriate fee schedule.

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Due to the unique nature and needs of certain clients, WAM may provide specially designed services for a fixed
fee. The fee is based on the comprehensive family office services provided by an experienced management
team, which include but are not limited to: Estate, Wealth and Philanthropic Planning; Wealth Transfer Guidance;
Risk Management; Investment Management; Tax Planning; Cash Flow Analysis; Monitoring and Advice on
outside assets.

All fees are negotiable. WAM reserves the right to increase or decrease the rate or amount of the fee with a
client. WAM, in its sole discretion, may waive its minimum fee and/or charge a lesser investment advisory fee
based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity,
anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account
composition, negotiations with clients, etc.).

Fee Billing
For new clients with accounts opening on or after November 1, 2012, the Asset Management fee (payable in
advance quarterly) is based on a percentage of the assets under management according to the following
schedules:

Fee schedule for equity securities that are being held for permanent investment:
            1.0% of the first $5,000,000;
            0.875% of the next $5,000,000 (from $5,000,001 to 10,000,000);
            0.75% of the next $5,000,000. (from $10,000,001 to $15,000,000) and
            0.50% of the balance.

Fee schedule for fixed income securities that are being held for permanent investment:
            0.50% of the first $10 million;
            0.30% of the next $40 million (from $10,000,001 to $50M);
            0.20% of the next $50 million (from $50,000,001 to $100,000,000) and
            0.15% of the next $100 million.

Advisory fees are calculated as follows, billed quarterly in advance per the Investment Advisory Agreement:
[(AUM x Actual Equity % x Applicable Equity Fee)+(AUM x Net Fixed/Cash % x Applicable Fixed/Cash Fee)]
x.25 x pro-rata.

For new clients with accounts opening on or after January 31, 2023, the minimum fee for Assets Under
Management is $2500 per quarter, billed in advance. If the fee according to the schedules above is lower than
the stated minimum fee, the stated minimum fee will apply. Please note that when a client's account assets
(AUM) are under our minimum of $1,500,000 and invested fully in fixed income securities, the annual minimum
fee of $10,000 equals more than 0.50%. Please refer to Item 7 for more information on account minimums.

When calculating asset management fees, the client’s “assets under management” will include cash and
equivalents, accrued income, and assets in client account(s), as of the last day of the previous calendar quarter.

For purposes of valuing a client’s assets under management for billing, WAM will aggregate the account values
of a client’s “household”, which is defined by WAM to be a client’s spouse, children, siblings, parents, and
grandparents. This can potentially lower the applicable fee assessed by WAM based on the above tiered rate
schedules.
WAM will usually invest client accounts with less than $150,000 in equity, fixed income or other mutual funds or
pooled investments, such as exchange traded funds. In such cases, WAM will receive a fee of:
            1.0% per annum of assets under supervision for equity investments and
            0.50% per annum for assets under supervision for fixed income.

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Such investments will be made by WAM (on a discretionary basis) after taking into account client investment
objectives, considerations of portfolio diversification, client's time horizon, safety, yield and alternative
investments. Such accounts will also incur the management fees charged to the mutual funds or other pooled
investments by the respective investment advisers for the mutual funds or other pooled investments in which
these accounts are invested.

For cash and corporate cash accounts investing in fixed income securities with significant liquidity needs the
annual charge for assets in the account is:
            0.20% of the first $25 million of market value;
            0.15% of the next $25 million and
            0.10% on the balance.

Beginning in 2016, Weatherly offers additional advisory services to retirement plan sponsors and plan
participants. As appropriate, Weatherly works with a plan administrator to ensure management and fiduciary
responsibilities are met, as well as a custodian to review and advise on the plan. The fee charged by WAM is
based on total plan assets and is divided among all participants in proportion to their account balance and
investment options.

For retirement plans, the annual charge for total plan assets is:
            0.50% of the first $2 million of market value;
            0.40% of the next $3 million and
            0.30% on the balance.

Certain clients also hold annuities. From time to time these clients request that WAM review these annuities for
fees, performance, investment holdings, asset allocation, surrender dates, and any tax implications. If a client
...

Item 7 - Types of Clients
Description
WAM generally provides investment advice to individuals, pension and profit sharing plans, trusts, estates, or
charitable organizations, corporations or business entities, banks or thrift institutions, investment companies or
other institutional clients.

Client relationships vary in scope and length of service.

Account Minimums
As of March 2022, the minimum account size is $1,500,000 of assets under management, which equates to an
annual fee of $11,250 if the account is managed with a target asset allocation of 50% Equity and 50% Fixed
Income for example.

WAM has the discretion to waive the account minimum. Accounts of less than $1,500,000 may be set up when
the client and the advisor anticipate the client will add additional funds to the accounts within a reasonable time.
Other exceptions will apply to employees of WAM and their relatives, or relatives of existing clients. For new
clients with accounts opening on or after January 31, 2023, the minimum fee for Assets Under Management is
$2500 per quarter, billed in advance, which equates to an annual fee of $10,000. Please refer to Item 5 for
detailed information regarding WAM fees.