Atalanta Sosnoff Management LLC

Item 5: Fees and Compensation
        Management Fees
Clients with a direct relationship with ASM pay a management fee calculated as a percentage of assets under
management, typically payable quarterly in arrears. Fees are pro-rated for accounts that are not effective for
a full billing cycle, and fees paid in advance will generally be refunded on a pro rata basis if a client has paid
fees in advance and terminates the agreement. Fees generally range from 0.2 to 1% of assets under
management, however, fees are individually negotiated with each managed account client. Fees may vary
depending on the size of the account and/or relationship, the product in which the account is invested and
the type of account, and are set forth in the investment management agreement with each client.
The management fees for Wrap Program Clients and UMA Program Clients are determined by their respective
clients. The Wrap Program Sponsors and UMA Program Sponsors determine the overall fee schedule (the
fees paid by the Wrap and UMA Program Client), the method of calculating the fee or the timing for payment
of the fee. The fees paid by the Wrap and UMA Program Client may be higher or lower than if the client
retained ASM directly outside the wrap program. ASM receives a portion of the fees paid to the Wrap and
UMA Program Sponsor subject to an agreement between ASM and the Sponsor. ASM’s fees in the various

broker dealer sponsored wrap and UMA programs range between 0.23% and 0.50% per annum and the
minimum account size is between $25,000 and $250,000. A pro-rata portion of any prepaid fee will be
refunded to a Wrap or UMA Program Client by the Sponsor upon termination of investment advisory services.
The management fees for clients introduced through IRIA’s are collected by the IRIA and remitted to ASM
quarterly in advance. In some relationships, the IRIA instructs the custodian to send fees directly to ASM. A
pro-rata portion of any prepaid fee will be refunded to an IRIA client upon termination of investment advisory
services. The fees for these services are generally 0.50% per annum on assets under management and
minimum account size is generally $100,000.
        Performance Based Compensation
ASC does not charge clients performance based fees.
        Fee Differential
A small number of ASC’s accounts including, but not limited to, accounts owned by its employees, their
families, and close associates, are managed without a management fee.
        Termination of Advisory Services
The investment advisory services for each client will continue in effect indefinitely, unless terminated by the
client or ASC, effective immediately.
        Other Fees
In addition to ASM’s investment management fees, clients bear trading costs, custodial fees and other
expenses that may be charged by their custodian or other third parties. Clients should review all fees charged
by ASC and its affiliates, custodians, brokers and others to understand fully the total amount of fees paid. For
additional information about brokerage, please see the “Brokerage Practices” section below. Client accounts
also may be subject to other fees charged by the issuer of certain securities purchase for client accounts, such
as exchange-traded funds (“ETFs”). ASC does not benefit directly or indirectly from any such fees. These
expenses charged by mutual funds and ETFs, which may include management fees, custodian fees, brokerage
commissions, and legal and accounting fees, reduce their net asset value, and therefore their performance;
and indirectly affect a client’s portfolio performance or an index benchmark comparison. These expenses may
change from time to time at the sole discretion of the issuer.
        Billing Method
ASM sends clients, or their custodians, an invoice detailing the management fee owed for the period, which
is paid directly by the client or their custodian. In certain cases, the Wrap Program Sponsor or UMA Program
Sponsor calculates the management fee and provides the information to ASM. ASM does not, and does not
have the authority to, deduct fees directly from a client’s account. ASM receives permission from certain
clients to request that the client’s custodian debit their investment advisory fee from their qualified custodial,
banking, or brokerage account.

Item 7: Types of Clients
ASM provides investment advisory services on a discretionary basis to separately managed accounts including
individuals, trusts, tax exempt funds (such as pension, annuity and profit-sharing plans), charitable
organizations (such as endowments and foundations), State and Municipal government entities and
corporations. Institutional and individual clients are generally subject to a minimum account size of $500,000.

ASM serves as a portfolio manager in a number of Wrap and UMA Programs. The minimum investment for
Wrap and UMA Program Accounts is generally dictated by the Sponsor and the minimums range from$25,000
to $250,000. In certain circumstances the minimums are waived and are negotiable. ASM acts as sub advisor
to IRIA. The IRIA minimum account size is generally $100,000.