Clarion Call Capital LLC

Item 5 - Fees and Compensation

     A.​ Investment Management Services

Clarion Call Capital charges an annual investment management services fee that is agreed upon with each
client and set forth in an agreement executed by Clarion Call Capital and the client. The annual
investment management fee is based on a percentage of the value of assets under management and is paid
monthly in advance. For the initial month, the fees for investment management services are paid, in
arrears, on a pro rata basis, based on the value of assets under management at the end of such initial
month, as provided by third-party sources, such as pricing services, custodians, and client-provided
sources. For subsequent months, the investment management services fees will be paid, in advance,
based on the asset value of the client’s accounts as of the last business day of the preceding month, as
provided by third-party sources, such as pricing services, custodians, and client-provided sources. For
purposes of fee calculation, the asset value of client accounts include cash and cash equivalents.

Clarion Call Capital​      ​         ​         ​          ​         ​          Disclosure Brochure

Following is Clarion Call Capital’s asset based fee schedule for investment management services:

                                                    FEE SCHEDULE

                                Market Value of Assets                           Rate

                        Above $25,000,000                                        0.20%

                        $10,000,000 up to $25,000,000                            0.25%

                        $5,000,000 up to $10,000,000                             0.35%

                        Less than $5,000,000                                  negotiable

                        The fee rate applies to the market value of assets within that range.

Clarion Call Capital’s policy is to include all related client accounts, specifically the accounts of direct
family members sharing the same residence address, for purposes of determining a client’s market value
of assets.

Notwithstanding the foregoing, Clarion Call Capital and the client may choose to negotiate an annual
advisory fee that varies from the schedule set forth above. Factors upon which a different annual advisory
fee may be based include, but are not limited to, the size and nature of the relationship, the services
rendered, the nature and complexity of the products and investments involved, time commitments, and
travel requirements. The advisory fee charged by the Firm will apply to all of the client’s assets under
management, unless specifically excluded in the client agreement. The advisory fee may include the
financial planning services described above. Although Clarion Call Capital believes that its fees are
competitive, clients should understand that lower fees for comparable services may be available from
other sources and firms.

The investment advisory agreement between Clarion Call Capital and the client may be terminated at will
by either Clarion Call Capital or the client upon written notice. Clarion Call Capital does not impose
termination fees when the client terminates the investment advisory relationship, except when agreed
upon in advance.

     B.​ Payment of Fees

Clarion Call Capital generally deducts its advisory fee from a client’s investment account(s) held at
his/her custodian. Upon engaging Clarion Call Capital to manage such account(s), a client grants Clarion
Call Capital this limited authority through a written instruction to the custodian of his/her account(s). The
client is responsible for verifying the accuracy of the calculation of the advisory fee; the custodian will
not determine whether the fee is accurate or properly calculated.
Although clients generally are required to have their investment advisory fees deducted from their
accounts, in some cases, Clarion Call Capital will directly bill a client for investment advisory fees if it
determines that such billing arrangement is appropriate given the circumstances.

Clarion Call Capital​     ​       ​        ​        ​       ​        Disclosure Brochure

The custodian of the client’s accounts provides each client with a statement, at least quarterly, indicating
separate line items for all amounts disbursed from the client's account(s), including any fees paid directly
to Clarion Call Capital.

Clients may make additions to and withdrawals from their account at any time, subject to Clarion Call
Capital’s right to terminate an account. Additions may be in cash or securities provided that the Firm
reserves the right to liquidate transferred securities or decline to accept particular securities into a client’s
account. Clients may withdraw account assets at any time on notice to Clarion Call Capital, subject to the
usual and customary securities settlement procedures. However, the Firm generally designs its portfolios
as long-term investments and the withdrawal of assets may impair the achievement of a client’s
investment objectives. Clarion Call Capital may consult with its clients about the options and implications
of transferring securities. Clients are advised that when transferred securities are liquidated, they may be
subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g.
contingent deferred sales charges) and/or tax ramifications.

     C.​ Clients Responsible for Fees Charged by Financial Institutions

In connection with Clarion Call Capital’s management of an account, a client will incur fees and/or
expenses separate from and in addition to Clarion Call Capital’s advisory fee. These additional fees may
include, but are not limited to, transaction charges and the fees/expenses charged by any custodian, a
client’s engaged investment adviser, transfer taxes, any charges, taxes or other fees mandated by any
...

Item 7 - Types of Clients

Clarion Call Capital offers investment management services to high net worth individuals, individuals,
and related amily offices, trusts and estates, as well as foundations and endowments. In addition, Clarion
Call Capital provides investment management services through sub-advisory relationships with other
investment advisory firms. Clarion Call Capital imposes a minimum initial investment of $1,000,000 to
open an account. However, Clarion Call Capital does reserve the right to accept or decline a potential
client for any reason in its sole discretion.