Conway Partners Management LLC

Item 5: Fees and Compensation
Conway Partners offers services for fees based upon assets under management.

Wealth Management Fees

Conway Partners offers investment management services for an annual fee based on the amount of assets
under the Firm’s management. This management fee varies between 30 and 145 basis points (0.30% –
1.45%), depending upon the size and composition of a client’s portfolio, the type and amount of services
rendered and the individual(s) providing the services.

The annual fee is prorated and charged monthly, in advance, based upon the market value of the assets
being managed by Conway Partners on the last day of the previous month as determined by a party
independent from the Firm (including the client’s custodian or another third-party).

If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
payable with respect to such assets is adjusted to reflect the interim change in portfolio value. The Firm
includes cash in a client's account in determining the valuation for billing purposes. The Firm may, in its sole
discretion, not include cash in determining the fee, especially where a client has a high percentage of cash
for reasons other than the Firm's investment management decision. For the initial period of an engagement,
the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the
final billing period is prorated through the effective date of the termination and the outstanding or
unearned portion of the fee is charged or refunded to the client, as appropriate.

Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
held-away assets, accommodation accounts, alternative investments, etc.), Conway Partners can negotiate a
fee rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for
the Firm to recommend that clients engage Conway Partners for additional services for compensation,
including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain
absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon
any of the recommendations.

Use of Independent Managers Fees

In the event Conway Partners utilizes Independent Managers to assist in the management of client
account(s), the Independent Manager’s fees are separate and not included in our advisory fee disclosed
above. The Independent Manager’s advisory fees, billing schedule, and payment procedures are set forth in
their separate written disclosure documents, advisory agreements, and/or the account opening documents
of your account Custodian. Note, any fees which are found to be 2% or greater of the client’s assets under
management are considered in excess of industry norm and clients may obtain similar advisory services for
less.

Financial Planning and Consulting Fees

Financial Planning and Consulting services are included for Wealth Management clients.

Retirement Plan Consulting Fees

Conway Partners charges between 30 and 145 basis points (0.30% – 1.45%), depending upon the size and
composition of a Plan’s portfolio, the type and amount of services rendered and the individual(s) providing
the services.

The annual fee is prorated and calculated monthly, in arrears, and deducted quarterly from plan
participants account(s) based upon the market value of the assets being managed by Conway Partners on
the last day of the previous month as determined by a party independent from the Firm (including the
client’s custodian or another third-party).

Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan
sponsor, as memorialized in the Agreement. In certain situations, we may negotiate a fixed fee instead of
assets under management.

Fee Discretion

Conway Partners may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria,
such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
be managed, related accounts, account composition, pre-existing/legacy client relationship, account
retention, pro bono activities, or competitive purposes.

Other Types of Fees and Expenses

In addition to the advisory fees paid to Conway Partners, clients also incur certain charges imposed by other
third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
(collectively “Financial Institutions”). These additional charges include securities brokerage commissions,
transaction fees, custodial fees, fees charged by the Independent Managers, margin and other borrowing
costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s
prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot
differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage
accounts and securities transactions. The Firm’s brokerage practices are described at length in Item 12,
below.

Fee Deduction

Clients provide Conway Partners and/or certain Independent Managers with the authority to directly debit
their accounts for payment of the investment advisory fees. The Financial Institutions that act as the
qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees,
have agreed to send statements to clients not less than quarterly detailing all account transactions,
including any amounts paid to Conway Partners.

Use of Margin

Conway Partners can be authorized by clients to use margin in the management of the client’s investment
portfolio. In these cases, the fee payable will be assessed gross of margin such that the market value of the
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Item 7: Types of Clients
Conway Partners offers services to individuals, trusts, estates, charitable organizations, corporations and
other business entities, insurance companies, and pension and profit sharing plans.

We do not have a minimum account size requirement to open or maintain an account.