Banyan Capital Management Inc

Item 5 Fees and Compensation
Description
Banyan Capital Management, Inc. provides investment advisory services for a percentage of assets
under management.

Fee Billing
The fee is based on market value of client accounts as of the last business day of the quarter.

The fee schedule is as follows:

Equity/Balanced Accounts
First $ 1,000,000               1.000%
Next $ 2,000,000                0.750%
Next $ 7,000,000                0.625%
Above $10,000,000               0.500%

Mutual Fund Accounts
First $1,000,000                0.500%
Over $1,000,000                 0.375%

Fixed Income Accounts
First $2,000,000                0.375%
Next $3,000,000                 0.300%
Over $5,000,000                 0.200%

Fees are not negotiable.

Clients have a choice whether Banyan Capital Management, Inc. deducts fees from their managed
accounts or to be invoiced directly for payment. Clients must provide written authorization for direct
debiting of advisory fees.

Other Client Investment Expenses
Brokerage commissions paid by Banyan clients may vary within reasonable limits among the firms
Banyan Capital Management, Inc. deals with. This variation is acceptable to Banyan and we believe is
in the best interest of our clients, recognizing the variations in the level of services provided by different
brokerage firms (see Item 12 - Brokerage Practices).

Banyan Capital Management, Inc. may use no-load mutual funds to satisfy some or all of a client's
portfolio requirements. In arranging for a purchase or sale of some but not all of these no-load mutual
funds, a modest commission (currently $24 or $31 per trade) may be charged by a broker that could
otherwise be acquired directly from the mutual fund at no transaction expense (see Item 12 - Brokerage
Practices).

Fees paid to Banyan Capital Management, Inc. are exclusive of all custodial and transaction costs paid
to the client's custodian, brokers or other third-party consultants. Please see Item 12 - Brokerage
Practices for additional information. Fees paid to Banyan Capital Management, Inc. are also separate
and distinct from the fees and expenses charged by mutual funds, ETFs (exchange traded funds) or
other investment pools to their shareholders (generally including a management fee and fund expenses,
as described in each fund's prospectus or offering materials). The client should review all fees charged
by funds, brokers, Banyan Capital Management, Inc. and others to fully understand the total amount of
fees paid by the client for investment and financial-related services.

Fees Paid in Advance
Client fees are payable on a quarterly basis in advance. Clients may terminate the Investment
Management Agreement by written notice at any time. Fees will be prorated to date of termination based
on the number of days the account was managed during the billing quarter and any unearned portion of
prepaid fees will be refunded to client.

Billing on Cash Positions
The Firm treats cash and cash equivalents as an asset class. Accordingly, unless otherwise agreed upon

with the client, all cash and cash equivalent positions (e.g., money market funds) are included as part of
assets under management for purposes of calculating the Firm’s advisory fee. Based on individual
account circumstances, the Firm retains the right to exclude cash and cash equivalents from its billing
calculations at its discretion.

Billing on Margin
Occasionally, the Firm will use margin in a client’s account(s). When margin is used, the outstanding
margin balance is included as part of assets under management for purposes of calculating the Firm’s
advisory fee. To avoid potential conflicts of interest, the Firm maintains the right to exclude outstanding
margin balances in certain cases.

IRA Rollover Considerations
As a normal extension of financial advice, we provide education or recommendations related to the
rollover of an employer‐sponsored retirement plan. A plan participant leaving employment has several
options. Each choice offers advantages and disadvantages, depending on desired investment options
and services, fees and expenses, withdrawal options, required minimum distributions, tax treatment, and
the investor’s unique financial needs and retirement plans. The complexity of these choices may lead an
investor to seek assistance from us.

An Associated Person who recommends an investor roll over plan assets into an Individual Retirement
Account (“IRA”) may earn an asset‐based fee as a result, but no compensation if assets are retained in
the plan. Thus, we have an economic incentive to encourage an investor to roll plan assets into an IRA.
In some cases, fees and expenses will increase to the investor as a result because the above‐described
fees will apply to assets rolled over to an IRA and outlined ongoing services will be extended to these
assets.

We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice
to you regarding your retirement plan account or individual retirement account, we are also fiduciaries
within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal
Revenue Code, as applicable, which are laws governing retirement accounts. We must act in your best
interests and not put our interest ahead of yours. At the same time, the way we make money creates
some conflicts with your interests.

Item 7 Types of Clients
Description
Banyan Capital Management, Inc. provides investment supervisory services to individuals, pension and
profit-sharing plans, trusts, estates.

If a client is subject to ERISA, Banyan represents and warrants that it is a "fiduciary" as defined in ERISA.

Account Minimums
For an equity-only or a balanced account, Banyan Capital Management, Inc. has a minimum requirement

of $1,000,000 for accepting a new client; this requirement could be spread over more than one account.
We reserve the right to adjust this minimum at our discretion.