Azimut Investment Advisors LLC

Item 5 – Fees and Compensation
 General Fee Structure
The specific way fees are charged by AIA is established in the client's written investment
management agreement with the Firm. AIA bases its fees on a percentage of assets under
management, hourly charges, or fixed fees. Some fees can be priced on an hourly basis (i.e. in
connection with a client's request to review existing portfolios). Some fixed fees can be priced
based on the complexity of work, especially when asset management is not the most significant
part of the relationship.

All fees are negotiable between the Adviser and each client. AIA bills, or directly debits its fees on
a quarterly basis in arrears, each calendar quarter based on the market value of the client's assets
managed or advised by the Firm. All fees are billed quarterly, in arrears, meaning that we invoice
you after the three-month billing period has ended. Payment in full is expected upon invoice
presentation. Fees are collected based on the standing letter of authorization included in the
Investment Management Agreement and are remitted directly by the client's custodian based on
this document. The client must consent in advance to direct debiting of their investment account.
AIA does not have the ability to deduct fees or any other funds from the client's account without
their specific authorization either at the time or on an ongoing basis.

Accounts initiated or terminated during a calendar quarter are charged a prorated fee. Upon
termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned,
unpaid fees will be due and payable. Further, generally, AIA does not accept prepaid fees. If,
however, prepaid fees are mistakenly received, all unearned fees will be refunded to the client in
the event the advisory relationship is terminated.

AIA's fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the client. Clients can incur certain charges imposed by
custodians, brokers, third party investment managers and other third parties such as fees charged by
managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer,
foreign currency exchange fees and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. Mutual funds, private funds, UCITS and exchange traded
funds also charge internal management fees, which are disclosed in a fund's prospectus. Such
charges, fees and commissions are exclusive of and in addition to AIA's fee.

Clients agree to the terms of their fee calculation methodology in the investment management
agreements with AIA.

All fees are subject to negotiations and clients and potential clients should note that similar
advisory services may be available from other registered investment advisors for similar or lower
fees.

                                                  10            Azimut Investment Advisors LLC

Finally, please be aware that our fee and compensation structure creates a conflict of interest for us
as it encourages us to request that you increase your asset base that we manage. We mitigate this
conflict by only advising you to increase assets and advise you to invest when we believe it is in
your best interest to do so.

Discretionary Accounts
Whie all fees are negotiated, the basic fee for discretionary accounts under certain programs ranges
from 1.50% - 2.50% per annum computed on the balance of all account assets, including cash, with
a minimum of $3,750 per quarter. However, the fee could require customization and fall outside of
the general parameters listed above, depending on the size, nature, complexity, etc. of the account.

The fee is based on the balance of all account property for the preceding three months by averaging
the market value of all property in the account during that period at the four following dates:

   •   The last day of the quarter immediately preceding the quarter for which our compensation
       is being calculated
   •   The last day of the first month of the quarter for which our compensation is being
       calculated
   •   The last day of the second month of the quarter for which our compensation is being
       calculated
   •   The last day of the third month of the quarter for which our compensation is being
       calculated
Additionally, please note that, depending on the jurisdiction of your custodian and/or your own tax
status, a sales tax or a value added tax could apply to the management fee.

In any partial quarter, the management fee shall be prorated based on the number of days that the
account was open during the quarter. The fee will be based on the balance of all account assets for
the preceding partial quarter by averaging the market value of all property in the account during
that period at the four following dates, whenever it applies:

   •   Day of the quarter for which our compensation is being calculated and on which the
       Agreement has been signed
   •   The last day of the first month of the quarter for which our compensation is being
       calculated, if it applies
   •   The last day of the second month of the quarter for which our compensation is being
       calculated, if it applies

                                                  11            Azimut Investment Advisors LLC

   •   The last day of the third month of the quarter for which our compensation is being
       calculated, if it applies, or the day of the quarter for which our compensation is being
       calculated and on which the agreement has been terminated.

Non-Discretionary Accounts
Whie all fees are negotiated, the basic fee for non-discretionary accounts starts at 1.50% per annum
based on the market value of all the account assets, including cash, with a minimum of $1,250 per
quarter.

The fee is based on the balance of all account property, including cash, for the preceding three
...

Item 7 – Types of Clients
AIA provides investment advisory services to the following, but is not limited to:

   •   Individuals
   •   High Net Worth Individuals
   •   Corporations
   •   Trusts
   •   Estates
   •   Offshore Investment Companies
   •   Family Offices
   •   Other Business Entities
   •   Charitable Organizations
   •   Institutional Clients
   •   Institutional Fund Administrators and Managers
Client relationships vary in scope and length of service.

 Account Minimums
Each client account must have a minimum of $500,000, unless waived by AIA, and AIA can
impose a minimum fee for managing smaller accounts. However, for certain clients, the minimum
account size is typically $100,000 of assets under management, depending upon circumstances, and
AIA has the discretion to waive the account minimum. For instance, accounts of less than $100,000
can be set up when the client and the Adviser anticipate that the client will add additional funds to
the accounts bringing the total to $100,000 within a reasonable period of time. Other exceptions
will apply to employees of AIA and their relatives, or relatives of existing clients.

Clients receiving ongoing asset management services will be assessed a $1,000 minimum annual
fee. Clients with assets below the minimum account size can pay a higher percentage rate on their
annual fees than the fees paid by clients with greater assets under management.

                                                 17           Azimut Investment Advisors LLC