Whitwell & Co LLC

Item 5 – Fees and Compensation

The Adviser offers a flexible fee structure that allows clients to choose the most appropriate method for their
needs. The fees are charged in one of the following ways, as negotiated and agreed upon with each client in their
respective Advisory Services Agreement. For fees pertaining to The Planning Club, the details are set out in The
Planning Club Member Agreement.

 1)   Asset-Based Fees: The Adviser charges a monthly fee in arrears based on a percentage of the assets
      under management (AUM). Presently, the Adviser charges an asset-based fee of 1% of AUM. However,
      the Adviser reserves the right to charge up to 3% of AUM or to implement non-traditional investment fee
      structures up to 1.5%. These may include a single flat fee or a layered fee arrangement.

 2)   Hourly Fees: In addition to asset-based fees, the Adviser offers hourly advisory services. The hourly rates
      for advisors range from $500 to $1,000, as agreed upon with the client.

 3)   The Planning Club (TPC) Fees: The following fees are charged for membership in The Planning Club, the
      Adviser’s financial and life planning club:
          a.   Upfront one-time onboarding fee
          b.   Fixed monthly fee billed in arrears
          c.   Hourly fees charged for additional time with Whitwell’s advisors

 4)   Custom Financial Planning Fees: For financial planning services that fall outside the scope of the
      Adviser’s standard offerings, fees are billed based on a mutual agreement with the client. These fees reflect
      the complexity and scope of the custom financial planning services provided.

 5)   Contingent Annual Management Fees: When applicable, the Adviser charges contingent annual
      management fees, as described in detail in the Adviser’s Investment Services Agreement.

Clients are encouraged to review their agreements carefully to ensure they understand the fee structure

Investment Adviser Brochure                                                                        Whitwell & Co.
applicable to their accounts.

Item 5.A – Provisions That Apply to All Investment Advisory Services Offerings

Negotiated Fees

The Adviser may negotiate fees based on factors such as account size, the number of accounts, client
relationships, portfolio complexity, investment strategies, meeting frequency, and reporting requirements. Related
accounts (e.g., family members) may be aggregated for fee calculation. As a result, fees may vary among clients
in similar circumstances.

When client needs, portfolio complexity or required expertise deviate from the standard fee schedule, the Firm
may adjust fees accordingly. For example, the Firm offers a discounted 0.25% rate for accounts consisting solely
of low-risk money market and short-term government bond ETFs and mutual funds. Outside these circumstances,
the Firm does not negotiate fees.

Transaction and Exchange Fees

Besides investment advisory service fees, the client pays all brokerage charges related to securities transactions
for the account and, if applicable, any custodian's fees. During a trade or exchange, an investment company or
custodian may charge a transaction or exchange fee and deduct it from the proceeds before distribution or
reinvestment. Clients should carefully review any investment prospectuses, so they are aware of the specific
amount of the transaction or exchange fee that may be charged.

Potential Conflicts of Interests

Certain of Adviser’s related persons buy or sell for themselves securities which the Adviser may also recommend
to its clients. This situation presents a potential conflict of interest, as it could incentivize prioritization of personal
gain over client interests.

In engagements where Whitwell advises both the Plan Sponsor and the Plan Participants, Whitwell may receive
compensation from both the plan and the individual participant accounts. This arrangement creates a potential
conflict of interest because Whitwell could be incentivized to structure fees or recommendations that increase
total compensation.

Fee Processing and Payment

Fees are generally charged monthly in arrears, with the first billing cycle pro-rated based on the account's funding
date. The Adviser may, at its discretion, invoice fees in advance on an annual or semi-annual basis, negotiate fees,
and modify the fee schedule with a minimum of thirty (30) days’ prior written notice. If fees are not paid within thirty
(30) days of billing, the Adviser reserves the right to charge interest at the highest legal rate and recover costs
associated with fee collection, including reasonable attorney fees.

Investment Adviser Brochure                                                                  Whitwell & Co.

For liquid managed securities, fees are typically deducted directly from the managed account based on the market
value as of the last day of the preceding month. Clients may opt to have fees deducted from a separate non-qualified
account, particularly in the case of qualified accounts such as IRAs.

For non-traditional investments, fees are based on the investment sponsor’s valuation as of the last day of the
preceding month. The Adviser does not adjust fees based on other valuation methods. If no updated valuation is
available, the prior cycle's valuation will be used. Fees for investments that cannot be held at a custodian are
generally deducted from a separate non-qualified account.

Duration / Termination

Termination of advisory services, including the effective date of termination, is subject to the terms of the
agreement with the Adviser’s client. Generally, the client or his/her Financial Intermediary may terminate any or
all advisory services upon written notice to the Adviser delivered by certified or registered mail. The Adviser may
also make such termination upon written notice to the client and Financial Intermediary delivered by certified or
...

Item 7 – Types of Clients

The Adviser provides advisory services to individuals, high-net-worth individuals, businesses, and pension and
profit-sharing plans, including services to both Plan Sponsors and Plan Participants within qualified retirement
plans

Investment Adviser Brochure                                                                    Whitwell & Co.
Item 7.A – Account Minimums

The Adviser requires a minimum of $1,000,000 to establish a new advisory account. The Adviser, in its sole
discretion, may accept clients with smaller portfolios based upon certain criteria including anticipated future
earning capacity, anticipated future additional assets, account composition, related accounts, and pre-existing
clients.

The Adviser will only accept clients with less than the minimum portfolio size if, in the sole opinion of the Adviser,
the smaller portfolio size will not cause a substantial increase of investment risk beyond the client's identified risk
tolerance. The Adviser may aggregate the portfolios of family members to meet the minimum portfolio size.

The Adviser may also serve as a sub-adviser for other financial institutions.