Whitwell Advisors: investment adviser

Total Growth Strategy portfolios usually contain 10-20 securities and are permitted to allocate 100% of its assets into Growth Building Blocks. The Total Growth Strategy seeks to generate positive absolute returns while taking no more risk than the S&P 500 (as measured by drawdowns); preferably less risk when possible. For client accounts in excess of USD $5mm, the Adviser will consider further customization upon request. The investment strategy chosen for an account must be aligned with the client’s account goals.

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:

4)

a.

Upfront one-time onboarding fee

b.

Fixed monthly fee billed in arrears

c.

Hourly fees charged for additional time with Whitwell’s advisors

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

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.

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 registered mail. Unless specified otherwise in the agreement with the client, the effective date of termination will be the later of the date the written request is received by the Adviser or the client, or the date that the person giving notification of intent to terminate specified in their written notice.

Upon termination of advisory services, investments made based on the Adviser’s recommendations will remain subject to their original terms. The client is responsible for managing the disposition of assets held at the custodian unless the Adviser is specifically requested to take action and agrees to do so. As of the termination date, the Adviser will no longer serve as the investment adviser of record, and the client assumes responsibility for all future account management and communication with investment sponsors. A fee reconciliation will be conducted upon termination to determine if any final fees are due or if a refund is owed. The final fee will be based on the number of days of service provided in the termination month. For non-traditional investments, an additional Contingent Management Fee may apply, calculated based on the

net asset value and the client’s annual fee percentage. Item 5.B – Other Third-Party Fees

Investments such as mutual funds, exchange-traded funds, and other funds or investments that are managed or administered by third parties possess additional fees and charges that are in addition to the Adviser's fees. The additional fund-level fees may include, but are not limited to, performance fees, a management fee, brokerage and custodian fees, other fund expenses, and mortality and expense risk charge or possible distribution fee. With regard to the specific details of the brokerage practices of Whitwell, please refer to Item 12 below. If the product imposes a sales charge, the client may pay an initial or deferred

sales charge. Before investing in a fund, clients should consider the total cost of fund-level fees, our advisory

fees, and any transaction-related commissions or charges. Clients may also have the opportunity to access non-traditional investments through a third-party intermediary. In such cases, there may be additional fees charged by the third-party intermediary for facilitating access to and managing those non-traditional investments. Clients should likewise carefully review and understand any additional fees associated with non-traditional investments accessed through third-party intermediaries before investing in such products.

Item 5.C – Investment Considerations Unique to Non-traditional Investments Non-traditional investments, such as private equity (for example, Regulation D, Regulation A, etc.), public nontraded offerings (for example, S-1 offerings, Intrastate offerings, Business Development Companies (BDCs), nontraded closed-ended mutual funds, etc.), non-traded Real Estate Investment Trusts (REITs), or non-traded oil and gas programs, have unique investment considerations that an investor should be aware of, including, but not limited to: Risks An investment in a non-traditional investment must be considered speculative and there are no assurances that an investor may not lose all or a substantial portion of their investment. Investors should consider the impact a loss of their entire investment would cause and should be confident that it would not cause an adverse impact on one's standard of living. Neither the Adviser nor its affiliates represent or guarantee that an investment in a nontraditional investment will result in economic gain.

Other investment risks inherent in non-traditional investments include:

Non-traditional investments typically have high minimum investment requirements.

The performance of non-traditional investments may be affected by high internal and fund-related costs.

Non-traditional investments sometimes employ potentially speculative investment strategies.

The overall profitability of a non-traditional investment may be negatively affected by general economic risks.

A non-traditional investment may experience additional costs of operation due to changing government regulation and potential litigation.

The general partner / sponsor of a non-traditional investment may not be able to raise sufficient funds to complete its business plan.

Financing is a key component of a non-traditional investment. In these cases, the investment may not be able to secure attractive financing terms.

Non-traditional investments may have tax-related risks, including Unrelated Business Taxable Income

(UBTI) to tax-exempt investors.

Despite the above-mentioned risks, an investor must acknowledge the impossibility of identifying every possible risk. Valuation, Pricing and Billing When the Adviser calculates the value of non-traditional investments for billing and reporting purposes, the Adviser uses the valuation of the investment or fund as published by the Sponsor. The Adviser does not use any other method for valuing non-traditional investments, such as published values on auction sites or secondary markets, tender offers by third parties or the investment sponsor, or valuations as published by third party research providers. The Adviser retains the right, but not the obligation, to elect in some circumstances, out of an abundance of conservatism, to value investments at the lower of either their cost basis or per the standards identified in this paragraph. Sponsors vary on the timeliness of their valuation reporting, ranging from daily, monthly, quarterly, or annually some do not update the valuation its investment or fund until it has achieved a liquidity event. In all cases, the Adviser uses the valuation available on the last day of each calendar month. In the event an updated valuation has not been provided by the investment sponsor, the Adviser will use the valuation from the prior billing cycle. The underlying or intrinsic value of a non-traditional investment may be higher or lower than its published valuation. For example, the net operating income for an investment property may have increased, causing an increase in the value of the property relative to the last valuation published by the investment sponsor. Or, vacancies may have increased in an investment property, causing it to lose value relative to the property’s last published valuation. Given the volatility of the valuation of the underlying investments, and the difficulty in assessing a true valuation, which would be speculative in nature, the Adviser does not reconcile any differences between the fees it charges (as based on the investment sponsor's published valuation) and a potentially more accurate fee based on another method of valuation. Consequently, the Adviser may charge a fee that is higher or lower than the fair market value of the underlying investments. Custody of Assets

Because non-traditional investments are often considered direct purchases, an investor's funds may be transferred to the Sponsor. In circumstances where the investor utilizes qualified funds (i.e., IRA, Roth IRA, SEP IRA, etc.), the Adviser may recommend an independent self-directed IRA custodian for tax and distribution reporting. Selfdirected IRA custodians charge an array of fees, including, but not limited to account opening fees, asset purchase fees, annual account fees, cash distribution fees, and account closing fees. The Adviser does not participate or share in any fees collected by a self-directed IRA custodian. Investment Disclosures

Before authorizing the purchase of any non-traditional investment, an investor should take ample time to review thoroughly the Prospectus/Memorandum/Offering Circular and (if applicable) any Addendums. These documents will contain investment-specific disclosures, such as unique risks, tax consequences, redemption options, etc. In making a decision to purchase a non-traditional investment, an investor must acknowledge that they are not relying on: (a) any verbal or written representations; or (b) any guarantees, implied or stated; or (c) any literature, documents, charts, etc. (other than those provided by the Sponsor); that have been made or delivered by the Adviser or any of its representatives. Any financial or performance forecasts discussed by and between the client and a representative, affiliate or employee of the Adviser which pertain to a non-traditional investment must be regarded as nothing more than hypothetical and not a guarantee of any future actual performance or returns. Past performance is never a guarantee of future results. Once the Sponsor has control of an investor's funds, the Adviser and its representatives have no legal standing to exert any control over what happens to an investor's investment. Item 5.D – Financial Planning and Consulting Services Generally, all initial financial planning and consulting service engagements are quoted as a flat fee. Before any services are initiated, the Adviser will provide the client with a quote for such services. The adviser's fee schedules are outlined in the Adviser's Investment Management Agreement and the Planning Club Agreement. An initial financial plan is considered to include the time required to gather, assemble, and present the finished written plan. Please note that this fee does not include any ongoing plan updates, revisions, or changes. For financial planning that is outside the normal scope of The Planning Club, a deposit of 50% of the quoted flat fee is due and payable at the time the custom financial planning services agreement is signed. At the Adviser's discretion, fees may be determined on a time and materials basis at an hourly rate that can range from $100 to $1,000 per hour. If fees for services are charged on an hourly basis, the number of hours and the aggregate amount of fees outlined in the financial planning services agreement are only estimates. In this instance, the Adviser will charge an upfront retainer fee, which will be applied to future hours worked, equal to 50% of the total cost estimated to complete the task. The Adviser will not perform hours of services or charge aggregate fees that exceed such estimates without first providing the client with written notice and an opportunity to reject additional services and related fees. Any balance is due at the time the completed plan is delivered and presented. All other terms and conditions relating to financial planning services are outlined in the Planning Club Agreement or in any subsequent custom financial planning services agreements that are mutually executed. For fees charged for membership in The Planning Club (TPC), the Adviser’s financial and life planning club, see disclosures under Item 5.

Ongoing Plan Fees Ongoing financial plan updates are available. The revision will be based on the original plan and will consider any changes in the client's financial, tax, and legal risk management circumstances and needs. Clients will be quoted an updated fee based on the time anticipated to review, adjust, update, and present the updated plan. All terms and conditions relating to plan update services are outlined in the financial planning services agreement. Fees for subsequent plan updates are not due until the beginning of the term in which such services are to be delivered. Item 5.E – Plan Sponsor Consulting and Administrative Oversight Fees The Adviser charges qualified Plan Sponsors a separate annual fee for non-fiduciary consulting, coordination, education, and administrative oversight services provided under a separate written agreement (the “Consulting Fee”). The Consulting Fee is separate from, and in addition to, any investment advisory fees charged by the Adviser under a separate advisory agreement with the Plan Sponsors or Plan Participants. The Consulting Fee is generally determined based on plan assets (rather than participant count) pursuant to a separate fee schedule agreed with the Plan Sponsor. The Consulting Fee is billed annually, and Whitwell generally invoices the fee in the month corresponding to the anniversary of Whitwell’s engagement by the Plan Sponsor. The Adviser may prorate the Consulting Fee for an initial partial year, as provided in the applicable agreement or invoice. In some cases, the Adviser may charge additional project-based or situational fees for services outside the ordinary annual scope, such as specialized training requested by the Plan Sponsor or major vendor transition support (for example, a transition involving a recordkeeper, TPA, custodian, or payroll provider). Any such additional fees will be separately disclosed to, and agreed upon with, the Plan Sponsor in writing before the services are performed. The Consulting Fee is a direct obligation of the Plan Sponsor and is paid solely from the Plan Sponsor’s non-plan assets (e.g., general corporate assets). The Consulting Fee is not deducted from plan assets or participant accounts and is not paid by Plan Participants. Because the Adviser may also provide separate investment advisory services to the Plan and/or Plan Participants, Whitwell seeks to ensure that all fees are fully disclosed, reasonable, and not duplicative of services provided under other agreements.

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss The Adviser uses several methods to analyze the securities that may be selected for various investment portfolios, including fundamental and technical analysis. The Adviser may also consider macroeconomic factors affecting some sectors, industries, and companies more than others. The Adviser also considers non-qualitative factors such as the strength of the company's or mutual fund's management team.

Fundamental analysis is a technique that attempts to determine a security's value by focusing on the economic well-being of a company, as opposed to movements of its market price. In the course of analysis, the Adviser will review a company's financial statements and consider factors including, but not limited to, the company's historical financial condition, prior operating results and trends, its projected revenue growth, its competitive advantages and disadvantages, the anticipated demand for its current and future products or services, the age and nature of its assets, and other factors affecting the company's anticipated results from future operations. Past performance does not assure similar future performance. A company's fundamental value can be adversely affected by many factors unrelated to its actual operating performance. Technical analysis is another method to evaluate potential investments. Unlike fundamental analysis, technical analysis does not analyze the company's value, but instead analyzes the movement of stock prices in the market, both individually and within an industry or sector of the economy. Technical analysis studies the supply and demand in the market to determine historical and future trends. Notwithstanding favorable market price movements, a company's financial condition and other unique factors can adversely affect its value. Technical analysis relies upon stock movements and volume reflected in historical stock charts, often compared with various market benchmarks. Macroeconomic factors are more relevant to some sectors, industries, and companies than others. For instance, an industry or stock that is classified as "cyclical" is generally more sensitive to an economic business cycle. Business cycles are the recurring and fluctuating levels of economic activity that an economy experiences over a

period of several years. Business cycles vary in frequency, magnitude, and duration. The revenues for cyclical industries and stocks are generally higher in periods of economic prosperity and expansion and lower in periods of economic downturn and contraction. The revenues for "counter-cyclical" sectors, industries, and stocks tend to be negatively correlated to the overall state of the economy. A counter-cyclical stock's price will tend to move in a direction that is opposite to the general economic trend. The Adviser obtains information from several sources, both public and by purchase, including financial newspapers and magazines, inspection of corporate activities, research materials prepared by third- parties, corporate rating services, annual reports, prospectuses, reports filed with the SEC, and company press releases. The Adviser believes these resources for information are reliable and regularly depend on these resources for making our investment decisions. Item 8.A – Frequent Trading of Securities The Adviser is not involved in the frequent trading of securities.

Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's underlying circumstances. For example, political, economic, and social conditions may trigger market events.

Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation.

Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment's originating country. This is also referred to as exchange rate risk.

Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested

at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities.

Business Risk: These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like.

Liquidity Risk: Non-traditional investments that are not publicly traded are often not liquid and investors have no way to exit their investment prior to the actual liquidation of the investment vehicle. Investors need to make sure they size investments into illiquid investments accordingly so that they are able to meet their needs outside of the capital invested in such investments.

Financial Risk: Excessive borrowing to finance a business' operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value.

Specific Risks to Tax Alpha Investments: In general, Tax Alpha Investments have long hold periods and should be considered non-traditional. While each Tax Alpha Investments will have its own unique set of risks, all Tax Alpha Investments should be considered as speculative in nature, subject to a high degree of risk, including the risk of losing one’s entire investment, the risk of an audit at both the partnership and individual level, and the risk of not achieving or even losing desired tax mitigation outcomes. Investors should always consult their tax professional before considering a tax alpha investment.

Legislative Risk: Some Tax Alpha Investments are based on Section 1031 of the Internal Revenue Code. Section 1031 governs like-kind exchanges and provides favorable tax treatment for assets held, depreciated, exchanged, and eventually passed on at death as part of an estate. Legislative changes or restrictions to Section 1031 could materially change the effectiveness or value of investment strategies designed to operate under this section.

Audit Risk: Conservation Easements are a form of Tax Alpha Investment that is classified as a "listed transaction" with the Internal Revenue Service, per Listing Notice 2017-10. Section l.6011-4(d) of the Treasury Regulations requires taxpayers who invest in Conservation Easements to disclose such transactions. Taxpayers who fail to disclose their listed transactions may be subject to penalties under section 6707 of the Internal Revenue Code. Additionally, the IRS has a history of auditing and litigating tax deductions resulting from Conservation Easements. A successful challenge by the IRS could result in disallowance of a portion (or even all) of the deduction. In such a case, taxpayers could owe additional tax and interest and may incur valuation misstatement penalties. While the listing notice does not invalidate Conservation Easement transactions or prohibit investors from participating, it expressly states the IRS' intention to carefully evaluate the tax benefits investors receive based on the valuation of an

easement. Due diligence on such programs is particularly important because of the increased scrutiny following this listing notice. Any of the above risks may lead to a loss on investments. Clients should not invest unless they are able to bear these risks. Even hedging strategies may fail if markets move against the hedged investments. In addition, investing carries with it opportunity risk; it is impossible to accurately predict the sectors of the market or asset classes that will have more favorable returns for a given period.

The use of margin involves the assumption of certain risks, including but not limited to:

You may lose more than the principal invested as your risk includes the amount you invest plus the amount that has been loaned to you.

The custodian may force the sale of the securities in your account if the equity in your account falls below the margin requirements.

You may not be entitled to select which securities will be sold to meet margin requirements.

Margin requirements may be changed by the custodian without notice.

Short sales, or selling a security that is not commonly owned, carries the risk of potentially unlimited loss. The strategy assumes the price of a stock will decline so that the shares may be purchased at a lower price when delivered. But there can be no guarantee the prices of the security will decline. Options are considered speculative. Utilizing options in an account involves the assumption of certain risks, including, but not limited to:

Options can be highly volatile in price.

Writing options on uncovered positions may expose you to unlimited loss.

Options have an expiration date. It may be possible to determine the opportune time to exercise an option, which impacts the amount of potential profit or loss.

Item 9 – Disciplinary Information Our Firm does not have any legal, financial or other disciplinary events to report. Clients can verify our disciplinary history by visiting the SEC’s Investment Adviser Public Disclosure website at https://adviserinfo.sec.gov. Item 9.A – Criminal or Civil Actions Neither the Adviser nor any management person has been found guilty of or has any criminal or civil actions pending in a domestic, foreign, or military court that are material to the evaluation of Whitwell’s advisory business or the integrity of its management by an existing or prospective client or investor.

Item 9.B – Administrative Proceedings Neither the Adviser nor any management person has any administrative proceedings pending before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority.

Item 10.B – Futures Commission Merchant/Commodities Neither Whitwell nor any associated person is a commodity broker/futures commission merchant, a commodity pool operator, commodity trading adviser, or an associated person for the foregoing entities; nor do they have any registration applications pending.

trading, exceptions to reporting securities trading, reportable securities, initial public offerings, and private placements, reporting ethical violations, distribution of the Code, review and enforcement processes, amendments to Form ADV, and supervisory procedures. The Adviser will provide a copy of the Code to any client or prospective client upon request. Item 11.B – Participation or Interest in Client Transactions Principal Trading Neither the Adviser nor any associated broker-dealer effects securities transactions as principal with the Adviser's clients. Personal Trading of Associates Affiliated with a Brokerage Firm In their capacity as registered representatives, associated persons of the Adviser may not receive payments from certain mutual funds distributed pursuant to a 12b-1 distribution plan, or other such plans, as compensation for administrative services, representing a separate financial interest. The Adviser does not permit insider trading and has implemented procedures to ensure that its policy regarding insider trading is being observed by associated persons.

Agency-Cross Action Transactions Neither the Adviser nor any associated person recommends to clients or buys or sells for client account securities in which the Adviser or an associated person has a material financial interest.

Neither the Adviser nor any associated person acting as a principal buys securities from (or sells securities to) clients, acts as a general partner in a partnership in which the Adviser solicits client investments, or acts as an investment adviser to an investment company that the Adviser recommends to clients. Advising ERISA Plan Sponsors and Plan Participants A material conflict of interest exists when Whitwell provides fiduciary investment advice to both an ERISA Plan Sponsor (at the plan level) and simultaneously provides individual fiduciary investment advice to the Participants of that same plan (at the individual account level). These conflicts may include differing goals, fee structures, and compensation arrangements. For example, the Firm’s advice to a Plan Participant (such as a rollover recommendation) could impact the total assets of the plan, which may affect the Firm's compensation from the Plan Sponsor. At the same time, this advice could generate a new or different fee for the Firm from the Participant's individual account or IRA. Whitwell addresses these potential conflicts through the following policies: Separate Agreements: The Firm maintains distinct engagement agreements for services provided to the Plan Sponsor and for separate advisory services provided to Plan Participants.

Disclosure and Consent: The Firm provides full written disclosure of any material conflicts, including fee structures and dual-service relationships, to both the Plan Sponsor and the Plan Participant. The Plan Sponsor must provide informed written consent before participant-level advisory services are initiated. Best Interest Obligation: When providing advice to Participants, the Firm acts in the best interest of the individual participant, with prudence and loyalty as defined in the Department of Labor’s Impartial Conduct Standards. The Firm may not subordinate a Participant's interests to its own or to those of the Plan Sponsor. Reasonable Fees: The Firm ensures that fees charged at both the plan and participant levels are reasonable, not duplicative, and comply with Prohibited Transaction Exemption 2020-02. Internal Oversight: The Chief Compliance Officer reviews these dual-fiduciary relationships annually to confirm compliance with all disclosure, fee, and impartial conduct requirements. In addition, Whitwell may receive a separate Plan Consulting and Administrative Oversight Fee from a Plan Sponsor under a separate agreement for non-fiduciary consulting, coordination, education, and administrative oversight services. This creates an additional compensation conflict because Whitwell may receive compensation from the Plan Sponsor while also providing advisory services to the Plan and/or Plan Participants. Whitwell addresses this conflict through separate agreements, fee and conflict disclosure, and a review process designed to promote compensation that is reasonable and not duplicative of services.

Item 11.C – Personal Trading by Associated Persons The Adviser recommends that clients invest in diverse types of assets. The Adviser and its associated persons may invest in the same types of assets. Permitted investments for associated persons are all asset classes. (See Item 11.D below for information concerning conflicts of interest).

Associated persons may buy or sell for their own accounts the same securities, which may be recommended to advisory clients. Associated persons seek to ensure that they do not personally benefit from the short-term market effects of their recommendations to clients and their personal transactions are regularly monitored. Associated persons are aware of the rules regarding material non-public information and insider trading. Associated persons may also buy or sell a specific security for their own account based on personal investment considerations, which the Adviser does not deem appropriate to buy or sell for clients.

Item 12 – Brokerage Practices Item 12.A – Factors in Selecting or Recommending Broker-Dealers Brokerage Recommendations Adviser will be retained on a limited discretionary basis and will be authorized to determine and direct execution of portfolio transactions. In selecting a broker or dealer, Adviser may consider, among other things, the broker or dealer's execution capabilities, research capabilities, reputation, access to markets for which the securities are being traded, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Adviser is independently owned and operated, and not affiliated with any broker or dealer.

Brokers or dealers may charge a fee for custody as well as may be compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through the broker or dealer or that settle into a broker or dealer's accounts. Adviser generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission for transactions for the Account. Our clients may pay higher commissions to a recommended broker or dealer than commissions charged by other brokerage firms, such as discount brokers, in recognition of the value of research and brokerage services provided to us by the broker or dealer. These research and brokerage services may include, for example, research reports analyzing the performance of a company or its stock, specialized publications directed to readers with specialized interests or industries, products or issues, clearance, settlement or custody services, or trading software used to route orders. The Adviser will only accept research and brokerage services that satisfy the requirements of Section 28(e) of the Securities Exchange Act of 1934 as interpreted by the Securities and Exchange Commission. Research services furnished by brokerage firms to us as a result of the securities transactions for one client's account may also benefit other clients' accounts. The Adviser is not, however, under an obligation to use, or to continue to use, a brokerage firm as a result of receiving research services from that firm. A broker or dealer may also make available to the Adviser other products and services that benefit the Adviser but may not benefit its clients' accounts. Some of these other products and services assist the Adviser in managing and administering clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements); facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts); provide research, pricing information, and other market data; facilitate payment of Adviser's fees from its clients' accounts; and assist with back-office functions, recordkeeping, and client reporting. Many of these services generally may be used to service all or a substantial number of Adviser's accounts, including accounts not maintained at the broker or dealer.

A broker or dealer may also make available to the Adviser other services intended to help the Adviser manage and further develop its business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, and marketing. In addition, a broker or dealer may make available, arrange and/or pay for these types of services rendered to the

Adviser by independent third parties. A broker or dealer may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to the Adviser. While as a fiduciary, an Adviser endeavors to act in their clients' best interests, an Adviser's recommendation that clients maintain their assets in accounts at a specific broker or dealer may be based in part on the benefit to the Adviser of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by the broker or dealer, which may create a potential conflict of interest.

While Whitwell recommends that you use the brokerage firms with which we have a relationship as custodian/broker, clients will decide whether to do so when they open an account by entering into an account agreement directly with them. Whitwell does not open the custodial account for you. Item 12.B – Research and Other Soft Dollar Benefits Due Diligence Fees The Adviser reviews and conducts due diligence on private investment assets, including but not limited to private equity offerings, real estate, oil and gas, and credit instruments. As part of this process, we may rely on thirdparty reports and consultants, when available. The members of the Investment Committee collectively determine the products that are permissible on the Adviser’s platform. Representatives may recommend certain private investments to individual Clients where there is a reasonable belief the investment is suitable, or it may include private investments as part of a strategy.

Soft Dollars The term "soft dollars" refers to the amount by which the commissions paid for securities transactions by a client exceeds the lowest commission rate available from other broker-dealers for basic execution services. The Adviser may use these "soft dollars," (which are generated by its clients' trades), to pay for research and enhanced brokerage services that it receives from or through the broker-dealers whom it engages to perform securities transactions. The products and services available from broker-dealers include internally generated items such as in-house research, and services obtained by the broker-dealer through third parties (e.g., quotation equipment, etc.). The Adviser is not currently engaged in any Soft Dollars research arrangements. Item 12.C – Brokerage for Client Referrals Associated persons of the Adviser may direct a certain amount of brokerage business to other broker- dealers in

return for referral of prospective clients.

This practice may create a conflict of interest in that the Adviser has an incentive to refer client brokerage business in exchange for client referrals rather than obtaining the most favorable execution for clients.

Item 12.D – Directed Brokerage

Generally, Whitwell has the authority over the selection of the broker to be used without obtaining specific client consent. In limited situations Whitwell may accept written direction from a client regarding the use of a broker-dealer to execute some or all transactions for the client. If a client directs Whitwell to use a broker or dealer, the client will negotiate terms and arrangements for the account with that broker-dealer, and Whitwell will not seek better execution services or prices from other broker- dealers. As a result, the client may pay higher commissions or other transaction costs with greater spreads or receive less favorable net prices on transactions for the account that would otherwise be the case.

Before entering an aggregated order, the Adviser will prepare a written statement ("Allocation Statement") specifying the participating client accounts and how it intends to allocate the securities purchased among those clients. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reason for a different allocation is explained in writing and approved in writing by the Adviser's compliance officer no later than one hour after the opening of the markets on the trading day following the day the order was executed. In the event that the Adviser determines that a prorated allocation is not appropriate, the allocation will be made based on other relevant factors, which may include:

When only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios with similar mandates.

Allocations may be given to one account when that account has limitations in its investment guidelines which prohibit it from purchasing other securities that are expected to produce similar investment results and can be purchased by other accounts.

If an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account's assets after an order is placed).

With respect to sale allocations, allocations may be given to accounts low in cash.

In cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Adviser may exclude the account(s) from the allocation.

The transactions may be executed on a pro rata basis among the remaining accounts.

In cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis.

The Adviser may aggregate trades for itself or for its associated persons with client trades under the following conditions:

The Adviser will not aggregate transactions unless it believes that aggregation is consistent with its duty to seek best execution (which includes the duty to seek best price) for clients and is consistent with the terms of the Adviser's investment advisory agreement.

No advisory client will be favored over any other client; each client that participates in an aggregated order will participate at the average share price for all the Adviser's transactions in a given security on a given business day.

The Adviser will prepare a written statement ("Allocation Statement") specifying the participating client accounts and how it intends to allocate the order among those clients.

If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the Allocation Statement; if the order is partially filled, it will be allocated on a pro-rata basis.

Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the Allocation Statement if all client accounts receive fair and equitable treatment and the reasons for different allocations are explained in writing and approved by the Adviser's compliance officer no later than one hour after the opening of the markets on the trading day following the day the order was executed.

For each client account, the Adviser's books and records will separately reflect the orders which are aggregated, as well as the securities held by, bought, and sold for that account.

Funds and securities of clients whose orders are aggregated will be deposited with one or more banks or brokerdealers, and neither the client's cash nor their securities will be held collectively any longer than is necessary to settle the purchase or sale in question on a delivery versus payment basis.

Cash or securities held collectively for clients will be delivered to the custodian bank or broker-dealer as soon as

practicable following the settlement. The Adviser will receive no additional compensation of any kind because of the proposed aggregation and individual investment advice and treatment will be accorded to each client.

Financial planning and consulting accounts will be reviewed as contracted for by each client. Financial plans are reviewed only upon request unless the Adviser is retained to update plans on a continuous basis. There is currently no limit on the number of accounts that can be reviewed by an associated person. Brokerage statements are generated no less than quarterly and the account custodian sends copies directly to clients. These reports list the account positions, activity in the account over the covered period and other related information. The custodian also sends confirmations following each brokerage account transaction unless confirmations have been waived.

The Adviser does not receive any economic benefit for providing advisory services to clients from a person who is not a client. This includes sales awards or prizes.