Morningside Asset Management LLC

ITEM 5:   Fees and Compensation
We calculate fees on accounts as a percentage of your assets under management. We have the right to change any or all
of our fee schedules as agreed upon by contract with individual clients. We may negotiate advisory fees at the sole discretion
of our management. Negotiated fees may be lower than the fees stated below. Comparable services for lower fees may
be available from other sources.

Our investment management fees include payment for the investment supervisory services provided by us only. These
advisory fees do not include mark-ups, markdowns, or payment of brokerage commissions, other transaction costs, or
custody fees. Brokerage commissions, mark-ups or markdowns, and other transaction costs are charged to the client in
addition to our investment management fees. None of these fees are paid to or are shared with us. Our fee also does not
include management or other fees imposed by other investment companies or other investment advisers. Please be sure
to read the section entitled “Brokerage Practices,” which follows later in this brochure.

Mutual fund companies and ETFs charge internal fees and expenses for their products. These fees and expenses are in
addition to any advisory fees that we charge. Complete details of these internal fees and expenses are explained in the
prospectus for each investment. You are strongly encouraged to read these documents before making or authorizing any
investments. We are available to answer any questions you have about fees and expenses.

If mutual funds are purchased through your custodian or broker-dealer, you may pay a transaction fee that would not be
charged if those transactions were made directly through the mutual fund companies. Additionally, mutual funds held in
accounts at custodians may pay internal fees that are different from mutual funds held at the mutual fund company.

While you may purchase shares of mutual funds directly from a mutual fund company without a transaction fee, those
investments will not be part of our advisory relationship with you. This means that those investments will not be included
in our investment strategies, investment performance monitoring, or portfolio reallocations.

Either party, without penalty, may terminate the investment management agreement, subject to the terms of any contract
in force at that time. Should either one of us terminate the advisory agreement we have entered into before the end of the
billing period, any unpaid fees for services received by you become immediately due and payable. The amount owed by

you is calculated by dividing the advisory fee due for the month or quarter by the total number of days in the month or
quarter. This daily fee is then multiplied by the number of calendar days in the quarter that our agreement was in effect.
This amount, which equals the amount we earned for the partial month or quarter, is your fee.

Direct Investment Management Services Fees

We offer our Direct Investment Management services on a fee-only basis. Fees for these services are invoiced monthly or
quarterly, in arrears, and are negotiated with you at the time the agreement is executed. Our Fee is calculated based upon
the market value of the assets in the client account on the last day of the previous month or quarter in which services were
provided. Morningside reserves the right to negotiate fees that differ from the below schedule on a case-by-case basis
dependent on factors that Morningside, in its sole and absolute discretion, determines is relevant. Our typical fee schedule
is as follows:

                                  Direct Investment Management Services Fee Schedule
                                Assets under Management         Annual Advisory Fee
                                Up to $50,000,000                   0.90% (90 basis points)
                                $50,000,001 to                      0.85% (85 basis points)
                                $100,000,000
                                Over $100,000,000                   0.75% (75 basis points)

ITEM 7:   Types of Clients
The adviser generally provides investment advice to the following types of clients:
    • pension and profit sharing plans;
    • trusts, estates or charitable organizations;
    • corporations or business entities other than those listed above; and
    • state and municipal entities.

The requirement for opening an account with us is set at a minimum account size of $3,000,000. This minimum may be
waived on an account-by-account basis at the sole discretion of our management.