GST Management LLC

Item 5 – Fees and Compensation

A. Fee Schedule

  1. Advisory and Sub-Advisory Fees

     GST uses an average of the daily balance in the client's account throughout the billing
     period, after considering deposits and withdrawals, for purposes of determining the
     market value of the assets upon which the advisory fee is based. The prospectus for
     registered investment companies that GST sub-advises will have specific information
     related to applicable fees and expenses in the fee table of that disclosure document.

     These fees are generally non-negotiable, and the final fee schedule will be memorialized
     in the client’s advisory agreement. Fees are generally greater than 1% of assets under
     management or assets under advisements. Clients may terminate the agreement without
     penalty for a full refund of GST's fees within five business days of signing the Investment
     Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract
     generally with 30 days' written notice. Refunds for clients in which GST is providing direct
     investment management services will be subject to a prorated fund based on the date of
     receipt for the termination notices. The notice of termination requirement and payment
     of fees for sub-adviser services will depend on the specific third-party primary investment
     adviser or other institutional investor in which GST has been engaged. This relationship
     will be memorialized in each contract between GST and each third-party entity. In
     connection with fees, expenses and charges associated with ETF offering(s) in which GST
     serves as sub-adviser, please consult the applicable prospectus available at the primary
     investment adviser’s relevant website.

  2. Performance Based Fees for Portfolio Management

     Not applicable. For more information, see Item 6 of this brochure.

B. Payment of Fees

  1. Payment of Advisory or Sub-Advisory Fees

     Asset-based portfolio management fees are withdrawn directly from the client's accounts
     with client's written authorization monthly or may be invoiced and billed directly to the
     client monthly. Clients may select the method in which they are billed. Fees are paid in
     arrears and are not accepted in advance.

  2. Client Responsibility for Third Party Fees

       Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
       brokerage fees, transaction fees, etc.) as such fees and expenses are separate and distinct
       from the fees and expenses charged by GST for its investment management services.
       Please see Item 12 of this brochure regarding broker-dealer/custodian.

   3. Outside Compensation for the Sale of Securities to Clients

       Neither GST nor its representatives (i.e. supervised persons) accept any compensation for
       the sale of investment products, including asset-based sales charges or service fees from
       the sale of mutual funds.

Item 7 – Types of Clients

GST generally provides advisory and sub advisory services to the following types of clients:

      Corporate or Business Entities
      Endowments and Foundations
      State or Municipal Government Entities
      Registered Investment Companies (“RICs”)
      Other Investment Advisers
      Insurance Companies

There is an account minimum of $25,000,000, which may be waived by GST in its sole discretion.
GST does not impose a minimum dollar amount in advisory fees charged per annum. Account
minimums for RIC(s) for which GST sub-advises are subject to the discretion of the primary
investment manager and further described in the applicable prospectus.