FSAM LLC

Item 5 – Fees and Compensation
Advisor Managed Account
The specific manner in which fees are charged by the FSAM is established in a client’s
written agreement. Fees are based on a percentage of assets under management, calculated
annually and billed quarterly in advance of services. Fees are based on the assets in the

account per the schedule below and in some instances, may be negotiated. Accounts
previously opened may have been subject to other fee arrangements.

                                                     Annual Fee Client 's
                         Account Size
                                                      Agreed upon Fee
                       Up to $499,999                      1.50%
                    $500,000 - $999,999                    1.35%
                   $1,000,000 - $1,999,999                 1.10%
                      Above $2,000,000                     1.00%

**Annual fees in international advisory accounts may range up to 2%. All fees are
negotiable between the client and FSAM.

The initial fee is due in full one business day after the client’s account is accepted and opened
and will be based on the initial asset value of the account on that date. The initial fee will be
prorated according to the number of days remaining in the calendar quarter.

Thereafter, the fee will be calculated by multiplying the fair market value of the assets in the
account as of the last trading day of each calendar quarter by the annual fee rate and then
dividing that result by four, which represents each quarter. Upon termination of an account,
any prepaid, asset-based fees will be prorated according to the days the account was opened
during the calendar quarter and excess fees will be refunded to the client.

In addition to the advisory fee, First Southern, LLC (“FS”), an affiliated broker-dealer,
receives additional compensation from the custodian (“Custodian”) based on the value of
credit balances (i.e., uninvested cash) in Client accounts. If cash is swept into a money
market fund, FS receives compensation based on the value of assets in these funds as broker-
dealer. Thus, FSAM has an incentive to recommend the client select a money market fund as
a sweep vehicle that pays more compensation to FS than other funds.

Item 12 below describes the factors FSAM considers in selecting or recommending broker-
dealers and determining the reasonableness of their compensation.

The transaction charges have been established to compensate our firm for its services and
reimburse us for expenses in executing transactions in the accounts. The transaction
charges are negotiated with our custodian and may be higher than transaction charges or
commissions that a client might pay if the transactions were executed at another broker
dealer. FSAM and the custodian each receive a portion of the transaction fees paid by clients.

Although transaction charges may be identified as commissions on trade confirmations, the
Investment Adviser Representative does not receive any portion of these charges.
Otherwise, neither FSAM nor its supervised persons receive compensation for any client’s
purchase or sale of securities or other investment products.

Except for Wrap Fee accounts, FSAM’s fees are exclusive of brokerage commissions,
transaction fees, and other related costs and expenses which shall be incurred by the client.
Clients could incur certain charges imposed by custodians, brokers, third-party investment
advisers and other third parties such as fees charged by managers, custodial fees, margin,
extension or debit balance fees, IRA fees, exchange fees, deferred sales charges, odd-lot
differentials, transfer taxes, wire transfer, postage, foreign exchange 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 and may charge
contingent deferred sales charges or 12b-1 fees, which are disclosed in the fund’s
prospectus. Such charges, fees and commissions are exclusive of and in addition to FSAM’s
fee, and FSAM shall not receive any portion of these commissions, fees, and costs. Accounts
may require a minimum advisory fee or quarterly maintenance fee that will be detailed in
the applicable advisory agreement.

Advisory accounts held at Pershing that have a Puerto Rico security held in the account will
be charged a $50.00 Puerto Rico Reporting Fee that is passed through and charged by the
clearing firm to cover their costs for reporting to the Puerto Rico authorities on an annual
basis. International accounts are charged an annual account fee of $375.

Although FSAM believes its fees are reasonable in light of the services provided, clients
should be aware that transaction fees may be higher than those otherwise available if
advisory services and brokerage services were provided separately for a discrete fee or if
an investment Advisor were to select brokerage and negotiate commissions in the absence
of the extra consulting service provided. The comparison is dependent upon a number of
factors, including the frequency of brokerage activity in the client’s account, the size of the
account under management, and any negotiated fee arrangements with respect to the
account. An investor should consider these factors prior to opening an Advisory Account
with FSAM. Clients should consider the value of the additional consulting services when
making such comparisons. The combination of custodial, consulting, and brokerage services
may not be available separately or may require multiple accounts, documentation, and fees.
All fees described herein are subject to negotiation depending on a range of factors
including, but not limited to, account size and overall range of services requested.

Client and/or the FSAM may initiate termination of the contract at any time by sending
written notice to the contra party and will deem it to be accepted on the day that it is
...

Item 7 – Types of Clients
FSAM provides portfolio management services to individuals, corporations and business
entities, pension and profit-sharing plans, charitable institutions, foundations, endowments,
estates, trusts, and other U.S. and international institutions.

FSAM does not impose a minimum account size requirement, although minimum account
sizes are required for the wrap fee programs described in Item 4. Specifically, AssetMark
requires a minimum account of $10,000 and the BNYMA Programs require various account
minimums ranging from x to $250,000. Please see the FSAM Wrap Fee Brochure for details.
Under certain circumstances, the minimum may be waived, including related accounts that
are combined to meet the minimum.