Lyons Wealth Management LLC

Fees and Compensation
LWM charges its clients an annual investment management fee based on a percentage
of assets under management; fees vary depending on account size and custodian. Fees
are debited from the account on a quarterly basis. Fees at Charles Schwab (SCH), Morgan
Stanley Smith Barney (MSSB), Interactive Brokers (IBKR), Altruist, tastytrade and
alternative networks are as follows:

                                  Charles      Interactive
  STRATEGY                                                   MSSB NETWORK
                                  Schwab       Brokers
  TACTICAL ALLOCATION             1.50%        1.50%         1.50% 1.0%+ Applicable
  PORTFOLIO                                                        Broker Fee
  DYNAMIC ALLOCATION              N/A          N/A           N/A     1.99%
  PLATFORM
  ENHANCED YIELD                  1.50%        1.50%         1.50% 1.5% + Applicable
                                                                   Broker Fee
  OVERLAY                         1.50%        1.50%         1.50% 1.5% + Applicable
                                                                   Broker Fee
  ASSET MIX                       1.50%        1.50%         N/A     N/A
  CORE PORTFOLIO                  1.50%        1.50%         N/A     1.5% + Applicable
                                                                     Broker Fee
  INNOVATION GROWTH               1.50%        1.50%         1.50% 1.5% + Applicable
  PORTFOLIO                                                        Broker Fee
  BOND PORTFOLIO                  1.25%        1.25%         N/A     1.5% + Applicable
                                                                     Broker Fee
                                               2% & 20%
                                               performance
                                               fee; 0% &
  ALGO OVERLAY PORTFOLIO                                   N/A       N/A
                                 N/A           30%
                                               performance
                                               fee

LWM has waived or negotiated lower fees for certain clients, such as charitable
organizations or employees’ friends and family members.

Client will pay Adviser a fee for its investment advisory services. The fee will be calculated
as a percentage of the TOTAL ASSETS LONG in Client's Account on the last trading day

of each calendar quarter. The advisory fee is payable quarterly in advance. In any partial
calendar quarter, the advisory fee will be pro-rated based upon the number of days that
the Account was open during the quarter. Total assets long include accounts that utilize
portfolio margin. Clients invested in Lyons Enhanced Yield strategy typically have a
portfolio margin of 4 to 1 (unless otherwise directed by the client). Accounts are leverage
or de-leverage based off market conditions and at the discretion of the portfolio manager.
If leverage is increased mid-quarter, it is considered to be a new asset and will be billed a
pro-rated amount as described above. If a security gets called away or if there is another
de-leverage event, there will be no fee rebate given.

Some accounts held at Interactive Brokers may be billed in arrears for the quarter if the
fee configuration is set to automatic billing.

The graphic below shows the amount that a client’s fee is calculated on, regardless of if
positions purchased using margin add to the total assets long. The total assets long are
$1,500,000, the long option value of $100,000 is excluded, and therefore the fee is
calculated on a balance of $1,400,000.

ASSETS                                                       LIABILITIES
                                    Market Value as                            Market Value as
                                    of DATE                                    of Date
Options                                  $100,000.00         Short Positions               $0.00
Stocks                                 $1,000,000.00         Options                 -$50,000.00
Mutual Funds                             $100,000.00         Margin Loan            -$100,000.00
Bonds                                    $300,000.00         TOTAL LIABILITIES      -$150,000.00
TOTAL ASSETS                           $1,500,000.00
TOTAL LIABILITIES                       -$150,000.00
TOTAL ACCOUNT VALUE                    $1,350,000.00

TOTAL ASSETS MINUS LONG OPTIONS          $1,400,000
Lyons Wealth Management’s investment advisory fee calculation is based on total account
assets minus any option balance and includes balances for securities holdings purchased on
margin.

Management fees will be debited directly from the client’s account. Alternative
arrangements may be negotiated on a client-to-client basis. Fee will be paid; (1) from free
credit balances, if any, in the Portfolio; (2) margin availability; and (3) from the liquidation
or withdrawal of the Client’s shares from any money market investment. To the extent
that such assets are insufficient to satisfy payment of the Company’s fee, a portion of the
Portfolio assets may be liquidated. The Client understands that if such liquidation occurs,
it may affect the relative balance of the Portfolio.

A statement, at the Client’s request, can be provided showing the amount of the fee, the
long market value of the Client’s Portfolio on which the fee is based, and how the fee was
calculated. The Custodian typically does not determine if the Company has properly
calculated the fee thus Clients should request fee billing statements if they have questions
about how fees are being determined.

Assets deposited by a client into their management account during the quarter will not
result in additional management fees being billed to the client unless such deposits
exceed $50,000. Such deposits of this amount or greater, in most cases, will require
...

Types of Clients
LWM primarily provides customized investment management services to high-net-worth
individuals and associated trusts, estates, pension, and profit-sharing plans, and other legal
entities.

LWM requires a minimum initial investment of $100,000 to open a Tactical Allocation
Portfolio (“TAP”) and an Asset Mix (“AM”) account, $250,000 to open a Lyons Enhanced
Yield account. and $500,000 to open an Options Income account. The Company retains
discretion to modify the above fee structure and minimums depending on the size,
complexity, and nature of the portfolio managed. Accounts that do not meet the account
minimum may be set up when we anticipate the client will add additional funds to the
accounts bringing the total up to the account minimum within a reasonable time.

The Firm also provides advisory services to institutional investors, who include, pension
plans, investment companies, pooled investment vehicles. Also, LWM serves as the sub-
advisor for the Catalyst/Lyons Tactical Allocation Fund, an open-ended registered
investment company.

Methods of Analysis, Investment Strategies, and Risk of Loss
LWM’s CEO, Alexander Read, Alan Jardeleza, and Austin Jack work together to conduct
fundamental analysis on securities recommended for client accounts. A fundamental
approach is used to gather information. Such analysis considers economic conditions,
earnings, cash flow, book value projections, industry outlook, politics (as it relates to
investments), historical data, price-earnings ratios, dividends, interest rates, company
management, debt ratios, and tax benefits to determine the companies in which to
allocate assets. Technical analysis is also used to determine the most appropriate time of
entry & exit points for securities and options contracts.

The following risk disclosure applies to all strategies that may utilize portfolio margin:

Portfolio Margin
Portfolio margin uses options pricing models to calculate margin requirements based on a
portfolio's net risk exposure, rather than fixed percentages applied to individual positions.
Margin requirements are set based on the portfolio's highest potential loss across various
market scenarios, which may result in lower margin requirements for hedged positions.
Risks of Portfolio Margin
Portfolio margin involves higher leverage and carries significant risks, including:
   • Amplified Losses: Greater leverage means losses can exceed the initial investment
        if the market moves adversely.
   • Margin Calls: Requirements can change daily based on market volatility, potentially
        resulting in significant, unexpected margin calls requiring immediate cash deposits.
   • Forced Liquidation: Failure to meet a margin call may result in the broker liquidating
        positions without prior notice.
   • Complexity: Margin requirements are calculated using theoretical pricing models
        that may be difficult to predict.
   • Concentration Risk: Insufficient diversification may amplify the impact of a decline
        in any single security.
Portfolio margin generally requires a minimum of $125,000 in equity and approval for
advanced options trading.

Sources of Information
The Company relies on numerous financial publications as well as independent research
sources for information. Other sources may include but are not limited to, domestic,
international and governmental newspapers, bulletins, magazines, books, and other
professional subscription services. On occasion, we will use material prepared by
investment companies and research releases prepared by other research companies.

Investment Strategies
LWM’s Investment Committee is led by Alexander Read, CEO, and also includes Austin
Jack. The Investment Committee generally meets quarterly to discuss existing and
prospective investments. Investments are evaluated independently, as well as in the
context of clients’ existing holdings and sector exposures.

For the LTAP and all other Lyons Wealth investment strategies, LWM has broad and
flexible investment authority. Therefore there is no material limitation on the instruments
or markets in which the Adviser may purchase or sell unless the investment restriction is
communicated in writing at the time the investment management agreement is signed.

With regards to the options purchase within all applicable Lyons Wealth investment
strategies, the purchase or writing of options contracts involves a high degree of risk and
is not suitable for all clients. Uncovered option writing may expose the client to a
potentially significant loss. The potential loss of uncovered call writing is unlimited. The
writer of an uncovered call is in an extremely risky position and may incur large losses if
the value of the underlying instrument increases above the exercise price. The risk of
writing uncovered put options is also substantial. The writer of an uncovered put option
may incur large losses if the value of the underlying instrument declines below the
exercise price. Clients must be willing to incur potentially substantial losses and have
sufficient liquid assets to meet any applicable margin requirements. A declining market
could result in greater losses when using margin. In addition, the broker may increase its
maintenance requirements at any time and is not required to provide advance written
notice. Such an action would result in a margin call which is a request for additional cash.

The Company offers the following investment strategies:

Lyons Tactical Allocation Portfolio “LTAP”
The Lyons Tactical Allocation Portfolio is an actively managed tactical strategy that uses a
quantitative risk model to measure market risk and determine monthly asset allocation to
domestic stocks or bonds. The model is designed to assess risk conditions with a long-
term view, in order to maximize equity exposure during bull markets and limit defensive

fixed income positioning toward bear markets or other times of extreme, sustained risk.
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