Baer Investment Advisory LLC

Item 5: Fees and Compensation
 A. Fee Schedule

   BIA’s compensation for client accounts is negotiable and may vary. Generally, BIA
   charges a standard quarterly portfolio management fee of up to 0.5% of assets under
   management (2% annualized), payable in advance at the beginning of each calendar
   quarter. Fees are calculated based on the net market value of each client’s assets at the
   beginning of the quarter, as reflected on the custodian’s account statement. If a client
   contributes capital on a date other than the first day of a quarter, the associated fees are
   prorated for the remainder of the quarter based on the number of days remaining and
   the value of the contribution on the contribution date. If a client withdraws all assets on
   a date other than the last day of a quarter, unearned fees are refunded on a prorated
   basis according to the number of days elapsed in the quarter prior to withdrawal.

   BIA may also receive from each Qualified Client (as defined below) a performance-based
   fee of up to 20% of net profits of the account (including but not limited to realized and
   unrealized gains and losses). Performance-based fees are assessed in arrears on a
   quarterly basis and are only applied to the portion of profits that exceed the cumulative
   losses previously incurred by clients, as adjusted for withdrawals in accordance with the
   client’s advisory agreement. BIA’s fees may be negotiated by individual clients, and each
   client’s specific fee schedule is included in the investment advisory agreement signed by
   BIA and the client. Lower fees for comparable services may be available from other
   sources.

   Clients may terminate the agreement without penalty, for full refund of BIA’s fees, within
   five business days of signing the investment advisory agreement. Thereafter, clients may
   terminate the investment advisory agreement with fifteen days’ written notice. Upon such
   termination, clients will be entitled to a refund of any unearned portfolio management
   fees assessed at the beginning of the quarter in which the client terminated the
   agreement (see section 5.D. below). Clients must pay the prorated performance-based
   fees for the billing period in which they terminate the investment advisory agreement up
   to and including the day of termination.

   In general, a “Qualified Client” is:
   (1) a natural person or company who at the time of entering into such agreement has at least
       $1,100,000 under the management of the investment adviser;
   (2) a natural person or company who the adviser reasonably believes at the time of entering into
       the contract: (A) has a net worth, jointly with his or her spouse, of more than $2,200,000
       excluding the value of the client’s primary residence; or (B) is a qualified purchaser as defined
       in the Investment Company Act of 1940, §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or
   (3) a natural person who at the time of entering into the contract is: (A) An executive officer,
       director, trustee, general partner, or person serving in similar capacity of the investment
       adviser; or (B) An employee of the investment adviser (other than an employee performing
       solely clerical, secretarial, or administrative functions with regard to the investment adviser),
       who, in connection with his or her regular functions or duties, participates in the investment
       activities of such investment adviser, provided that such employee has been performing such
       functions and duties for or on behalf of the investment adviser, or substantially similar

      function or duties for or on behalf of another company for at least 12 months.

   Performance-based fees will only be charged in accordance with the provisions of Rule
   205-3 of the Investment Advisers Act of 1940, as applicable.

B. Payment of Fees

   Portfolio management fees are invoiced directly to the client. Portfolio management fees
   are paid quarterly in advance, either by the client directly or by direct debit from the
   client’s account.

   Performance-based fees are invoiced directly to the client. Performance-based fees are
   paid quarterly in arrears, either by the client directly or by direct debit from the client’s
   account.

C. Client Responsibility for Third Party Fees

   In addition to the fees charged by BIA, clients will incur brokerage and other transaction
   costs. Please refer to Item 12: Brokerage Practices, for further information on such
   brokerage and other transaction-related practices. Clients will also typically incur
   additional fees and expenses imposed by independent and unaffiliated third-parties,
   which can include qualified custodian fees, mutual fund or exchange traded fund fees
   and expenses, mark-ups and mark-downs, spreads paid to market makers, wire transfer
   fees, check-writing fees, early-redemption charges, certain deferred sales charges on
   previously-purchased mutual funds, margin fees, charges or interest, IRA and qualified
   retirement plan fees, and other fees and taxes on brokerage accounts and securities
   transactions. These additional charges are separate and apart from the fees charged by
   BIA.

D. Prepayment of Fees

   BIA collects certain portfolio management fees in advance. If a client terminates the
   agreement or withdraws all assets from the account, the client is entitled to a refund of
   any unearned portion of the management fees. Refunds for unearned fees paid in
   advance will be returned within fifteen days to the client via check or return deposit back
   into the client’s account.

   For portfolio management fees paid in advance, the calculation used to determine a
   client’s refunded fee will be outlined in the client’s investment advisory agreement.

E. Outside Compensation for the Sale of Securities to Clients

   Neither BIA nor its supervised persons accept any compensation for the sale of
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Item 7: Types of Clients
   BIA generally provides advisory services to the following types of clients:
      • Individuals
      • High Net Worth Individuals
      • Trusts
      • Corporations

   BIA requires an account minimum of $1,100,000, though BIA may waive such minimum
   in its discretion.