Byron Place Capital Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Asset-Based Fees for Portfolio Management

        Total Assets Under Management             Annual Fee

        $500,000 – And Up                         1.00%

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
the Investment Advisory Contract. Lower fees for comparable services may be available
from other sources. Clients may terminate the agreement without penalty for a full
refund of BPCML's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

BPCML uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

Performance-Based Fees for Portfolio Management

Qualified clients will have the option to only pay a 20.00% performance fee based on
capital appreciation or a 1% annual fee. If the client's portfolio rises in value, the client will
pay 20.00% on that increase in value, but if the portfolio drops in value, the client will not
incur a new performance fee until the portfolio reaches the last highest value, adjusted for
withdrawals and deposits, which is generally known as a “high water mark.”

The high water mark will be the highest value of the client’s account on the last day of any
previous quarter, after accounting for the client’s deposits or withdrawals for each billing
period.

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
the Investment Advisory Contract. This service may be canceled immediately upon
written notice. Clients must pay the prorated performance-based fees for the billing
period in which they terminate the Investment Advisory Contract up to and including the
day of termination.

Subadviser Services Fees

BPCML may also act as a subadviser to unaffiliated third-party advisers and BPCML
would receive a share of the fees collected from the third-party adviser’s client. The fees
charged will not exceed any limit imposed by any regulatory agency. The notice of
termination requirement and payment of fees for subadviser services will depend on the
specific third-party investment adviser engaging BPCML as subadviser. This relationship
will be memorialized in each contract between BPCML and each third-party adviser. The
fees will not exceed any limit imposed by any regulatory agency.

B. Payment of Fees

Payment of Asset-Based Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a quarterly basis. Fees are paid in arrears.

Payment of Performance-Based Portfolio Management Fees

Performance-based portfolio management fees are withdrawn directly from the client's
accounts with client's written authorization on a quarterly basis. Fees are paid in arrears.

Payment of Subadviser Fees

Subadviser fees may be withdrawn from clients’ accounts or clients may be invoiced for
such fees, as disclosed in each contract between BPCML and the applicable third-party
adviser.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and

       distinct from the fees and expenses charged by BPCML. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Fee Refunds

       BPCML collects fees in arrears, as indicated above. I f refunds for fees become
       required, they will be returned within fourteen days to the client via check, or return
       deposit back into the client’s account.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither BPCML nor its supervised persons accept any compensation for the sale of
       securities or other investment products, including asset-based sales charges or service fees
       from the sale of mutual funds.

Item 7: Types of Clients

BPCML generally provides advisory services to the following types of clients:

           ❖   Individuals
           ❖   High-Net-Worth Individuals
           ❖   Charitable Organizations
           ❖   Other Investment Advisers

Minimum Account Size for Portfolio Management

There is an account minimum of $500,000, which may be waived by BPCML in its discretion.