Hemisphere Partners LLC

Item 5         Fees and Compensation

Advisory Fees. Our annual fees for our Advisory Services are based upon a percentage of
assets under management and generally range from 0.20% to 1.00% per annum.

Hemisphere retains the discretion to negotiate alternative fees on a client-by- client basis.
Client facts, circumstances and needs are considered in determining the fee. These include
the complexity of the client’s circumstances, assets to be placed under management,
anticipated future additional assets, related accounts, portfolio style, account composition,
among other factors.

The specific annual rate used to calculate our fee is stated in the advisory agreement which is
signed by the client and Hemisphere. We generally require our clients to pay our fees quarterly
in advance based on the total gross value of the assets as of the last business day of the
preceding calendar quarter. We also charge fees on assets added during the quarter on a
prorated basis if they exceed a threshold amount that we establish from time to time (currently
$100,000), although we may waive these additional fees at our discretion. We issue our fee
invoices to clients on a quarterly basis. Clients may elect to send payment directly to us or
authorize a custodian to debit one or more of their accounts held by their custodians.

For those clients who elect to have their fees debited directly from their accounts, we send a
copy of our fee invoice to the custodian or otherwise advise the custodian of the amount of
the fee to be deducted. Because the custodian does not independently calculate the amount
of the fee to be deducted, it is important for clients to carefully review their custodial
statements to verify the accuracy of the calculation, among other things. Clients should
contact us directly if they believe that there may be an error in their fee calculation.

Clients may terminate their advisory relationship with Hemisphere at any time upon 30 days
prior written notice. Provided the client takes the necessary actions to notify the custodians of
the removal of Hemisphere as adviser and to move the assets or the custodial accounts so
that the custodian no longer reports them to Hemisphere, we will stop charging fees as of the
date of termination or the date all procedures are complete and Hemisphere no longer has any
responsibility for the accounts, including removing all of the assets from the account.
Whichever is later. If the termination date occurs prior to the end of a quarter for which the
client has already paid fees, we will refund the fees to the bank account notified to us by the
client for the unused portion prorated on a basis of the number of days remaining in the quarter
and a year of 360 days, so long as the amount to be refunded exceeds the relevant
Hemisphere bank charge by at least $50. Fees will continue to be charged as long as the
assets remain in the account. Hemisphere will be available and will provide information to any
Clients that need assistance removing their assets from their account, but this process is
ultimately driven by the client and their new custodian.

Consulting Services Fees. Hemisphere’s fees for Consulting Services are determined based
on the nature of the services being provided and the complexity of each client’s
circumstances. Our Consulting Services fees are calculated and charged on an hourly basis,
ranging from $400 to $500 per hour or a fixed fee which can be charged quarterly or annually.
We agree to the fee rate with each Consulting Services client prior to providing the services
and bill them quarterly in arrears for the actual number of hours worked.

Reimbursement of Advances to Clients. In certain circumstances, we may pay certain third-
party bills and expenses for our clients, in which event we add the amount paid to the next
invoice to the client without interest.

Fees and Expenses of the Investments. In all cases, Hemisphere's advisory and/or
consulting fees are separate from and in addition to any fees or expenses charged by mutual
funds, private funds, ETFs, SMAs or independent advisers in or with which we invest our
clients’ assets. These fees and expenses include third party advisory fees, brokerage and
other transaction costs, commissions, mark-up and mark downs, electronic and wire fees,
taxes related to the purchase and sale of securities for client accounts, and any fees charged
by custodians for holding client assets.

Mutual fund fees and expenses will generally be used to pay management fees for the funds,
other fund expenses, account administration (e.g., custody, brokerage, and account
reporting), and in certain share classes, a distribution fee (12b-1 fee). These fees and
expenses are deducted from the fund assets at the fund level and reduce a shareholder’s
returns. Certain client portfolios have investments in non-institutional mutual fund share
classes, which generally carry a higher expense ratio than institutional mutual fund share
classes.

The fees and expenses of the investments are described in each fund's offering material, the
brochure of the independent manager, or will be disclosed by the custodian in connection with
the account opening process with the client. None of the investments we recommend are
proprietary to us. A client may be able to invest in these funds directly, without the services of
Hemisphere, but would not receive the services provided by Hemisphere which are designed,
among other things, to assist the client in determining which funds or services are most
appropriate for each client’s financial situation and objectives. Accordingly, the client should
refer both the fees charged by the fund(s) and the fees charged by Hemisphere to fully
understand the total fees to be paid.

Wrap Fee Programs and Separately Managed Account Fees. Clients participating in SMA
programs must open their own account with the custodian/wrap fee sponsor and will be charged
...

Item 7         Types of Clients

Our clients are primarily high net worth individuals and their estate planning vehicles or
personal holding companies. We have no set minimum account size so long as we determine,
based on our assessment of the Investment Objective Profile, that a client is suitable to
receive our services. We may resign from servicing a client with 90 days prior written notice if
we determine, in our discretion, that the client is no longer suitable.