Bayridge Financial Group Inc

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

A. Fees for Advisory Services
Investment Management Services
Investment advisory fees are paid quarterly in advance of each calendar month pursuant to the terms of the
investment advisory agreement. Investment advisory fees are based on the market value of assets under
management at the end of the prior calendar month.

[Fees continued on next page.]

                                              Bayridge Financial Group, Inc.
                                      330 Sunrise Hwy #110 Rockville Centre, NY 11570
                                        Phone: (718) 833-4901 * Fax: (718) 833-4903
                                                 http://bayridgefinancial.net

Investment advisory fees are based on the following schedule:

                 Assets Under Management ($)                Annual Rate (%)
                 Up to $100,000                                   1.50%
                 $100,001 to $250,000                             1.25%
                 $250,001 to $750,000                             1.15%
                 Over $750,000                                    1.00%
                 $1,500,001 to $2,500,000                         0.90%
                 Over $2,500,000                                  0.85%

The investment advisory fee in the first month of service is prorated from the inception date of the account[s] to the
end of the first month. Fees may be negotiable at the sole discretion of the Advisor. Certain Clients may be offered
a fixed annual rate or dollar amount. The Client’s fees will take into consideration the aggregate assets under
management with Advisor. All securities held in accounts managed by Bayridge will be independently valued by the
Custodian. Bayridge will not have the authority or responsibility to value portfolio securities.

The Advisor’s fee is exclusive of, and in addition to, brokerage fees, transaction fees, and other related costs and
expenses, which may be incurred by the Client. However, the Advisor shall not receive any portion of these
commissions, fees, and costs.

Use of Independent Managers
For Client account[s] implemented through an Independent Manager, the Client’s overall fees will often include
Bayridge’s investment advisory fee (as noted above) plus advisory fees and/or platform fees charged by the
Independent Manager[s], as applicable. The Independent Manager may assume responsibility for calculating the
Client’s fees and deduct all fees from the Client’s account[s]. In such instances, Bayridge will not charge its fee
separately on those assets.

B. Fee Billing
Investment Management Services
Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at
the Custodian. The Advisor or its delegate shall send an invoice to the Custodian indicating the amount of the fees
to be deducted from the Client’s account[s] at the respective month-end. The amount due is calculated by applying
the quarterly rate (annual rate divided by 4) to the total assets under management with Bayridge at the end the prior
calendar month. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction
of the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on
the Custodian’s brokerage statement as the Custodian does not assume this responsibility. Clients provide written
authorization permitting Bayridge to be paid directly from their account[s] held by the Custodian as part of the
investment advisory agreement and separate account forms provided by the Custodian.

Use of Independent Managers
Client account[s] implemented through Independent Manager[s] will be billed in accordance to the separate
agreement[s] with the respective parties. These parties will typically add Bayridge’s investment advisory fee and
deduct the overall fee from the Client’s account[s].

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than Bayridge, in connection with
investments made on behalf of the Client’s account[s]. The Client is responsible for all custodial and securities
execution fees charged by the Custodian and executing broker-dealer. The fees charged by Bayridge are
separate and distinct from these custodial and execution fees.

In addition, all fees paid to Bayridge for investment advisory services are separate and distinct from the
expenses charged by mutual funds and exchange-traded funds to their shareholders, if applicable. These fees
and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay
management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and

                                              Bayridge Financial Group, Inc.
                                      330 Sunrise Hwy #110 Rockville Centre, NY 11570
                                        Phone: (718) 833-4901 * Fax: (718) 833-4903
                                                 http://bayridgefinancial.net

account reporting), and a possible distribution fee. A Client could invest in these products directly, without the
services of Bayridge, but would not receive the services provided by Bayridge which are designed, among other
things, to assist the Client in determining which products or services are most appropriate for each Client’s
financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and
the fees charged by Bayridge to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage
Practices for additional information.
...

Item 7 – Types of Clients

Bayridge offers investment advisory services to individuals, high net worth individuals, trusts, and estates.
Bayridge generally does not impose a minimum size for establishing a relationship.