Bayshore Asset Management LLC

Item 5 – Fees and Compensation

Bayshore has contracted with Focus Partners Advisor Solutions, for services including
trade processing, collection of management fees, record maintenance, report preparation,
marketing assistance, and research. Bayshore has also contracted with Focus Partners
Advisor Solutions for sub-advisory services with respect to clients’ fixed income accounts.
Bayshore pays a fee for Focus Partners Advisor Solutions services based on management
fees paid to Bayshore on accounts which use Focus Partners Advisor Solutions. The fee paid
by Bayshore to Focus Partners Advisor Solutions consists of a portion of the fee paid by
clients to Bayshore and varies based on the total client assets participating in Focus
Partners Advisor Solutions through Bayshore. These fees are not separately charged to
advisory clients.

The specific manner in which fees are charged by Bayshore is established in a client’s
written agreement with Bayshore. Generally, Investment Management and Employee
Benefit Plan clients will have fees charged in advance at the beginning of each calendar
quarter based upon the value (market value based on independent third-party sources or
fair market value in the absence of market value; client account balances on which
Bayshore calculates fees may vary from account custodial statements based on
independent valuations and other accounting variances, including mechanisms for
including accrued interest in account statements) of the client’s account at the end of the
previous quarter. New accounts are charged a prorated fee for the remainder of the quarter
in which the account is incepted (date of first trade or date assets transferred in).

For Investment Management and Employee Benefit Plan Services, Bayshore will request
authority from the client to receive quarterly payments directly from the client's account
held by an independent custodian. Clients may provide written limited authorization to
Bayshore or its designated service provider, Focus Partners Advisor Solutions, to withdraw
fees from the account.

A client agreement may be canceled at any time, by either party, for any reason upon
receipt of 30 days written notice. Upon termination of any account at any time after the
required 30-day notice, any prepaid, unearned fees will be promptly refunded.

In certain circumstances, fees and account minimums may be negotiable based on family
relations, firm affiliations or individual circumstances. Associates of Bayshore are not
charged fees on either their personal accounts or accounts of immediate family members.

Bayshore’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the client. Clients may incur certain charges

imposed by custodians, brokers, third party investment and other third parties such as fees
charged by managers, custodial fees, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and exchange traded funds also charge internal management
fees, which are disclosed in a fund’s prospectus. These fees will generally include a
management fee and other fund expenses. All fees paid to Bayshore for investment
advisory services are separate and distinct from the fees and expenses charged by mutual
funds and ETFs to their shareholders.

Such charges, fees and commissions are exclusive of and in addition to Bayshore’s fee, and
Bayshore shall not receive any portion of these commissions, fees, and costs.

Advisory Services

The annual fee for advisory services will be charged as a percentage of assets under
management, according to the schedule below:

            Assets under management                       Annual Fee (%)
              On the first $1,000,000                         1.00%
              On the next $1,000,000                          0.90%
              On the next $1,000,000                          0.80%
              On the next $1,000,000                          0.70%
              On the next $1,000,000                          0.60%
             On all amounts thereafter                        0.50%

All accounts for members of the client’s family (husband, wife and dependent children) or
related businesses may be assessed fees based on the total balance of all accounts.

Employee Benefit Retirement Plan Services:

The annual fee for plan services will be charged as a percentage of assets within the plan.

      Assets Under           Focus Partners       Bayshore’s Annual          Total Fee
      Management            Advisor Solutions’          Fee
                               Annual Fee
 On the first $1,000,000          0.20%                  0.80%                 1.00%
 On the next $4,000,000           0.15%                  0.65%                 0.80%
 On the next $5,000,000          0.075%                 0.425%                 0.50%
  On all amounts above            0.05%                  0.45%                 0.50%
      $10,000,000

Consulting Services:

Consulting services may be charged on an hourly basis, ranging from $250 to $450 per
hour, or for a fixed fee. If appropriate, an estimate for total hours will be determined at the
start of the advisory relationship. A retainer may be requested upon completion of
Bayshore's fact-finding session with the client, however, advance payment will never
exceed $1200 for work that will not be completed within six months. The balance will be
due upon completion of the consulting service. Bayshore’s consulting fee(s) will be
determined on the nature of the services being provided and the complexity of each client’s
circumstances. All fees are agreed upon prior to entering into a contract with any client.

Item 7 – Types of Clients

Bayshore provides services to individuals, trusts, family limited partnerships and LLC’s,
private foundations, pension or profit-sharing plans and qualified retirement plans.

Bayshore requires a minimum account of $2,000,000 for Investment Management Services.
This account size may be negotiable under certain circumstances.