Orion Investment Co

Item 5. Fees and Compensation

 A. Fees will be charged quarterly based on a percentage of assets under management as
 follows:

         1/4 of 0.90% on the first $1,000,000 of asset value, plus
         1/4 of 0.75% on the next $2,000,000 of asset value, plus
         1/4 of 0.55% on the next $2,000,000 of asset value, plus
         1/4 of 0.35% on assets over $5,000,000.

 Fees may be negotiable in special circumstances.

 B. Fees will be charged quarterly to the client's account. Clients may arrange to pay by check
 in special circumstances. Clients with the firm before 6/1/10 pay fees according to the
 schedule defined in their Client Agreement.

 C. Clients may pay various fees to the qualified custodian that holds their assets. These fees
 are payable to the qualified custodian for its services and not to Orion Investment Company. If
 clients hold mutual funds, they may pay mutual fund fees, possibly including advisory fees,
 transaction costs, legal fees, accounting fees, and other business expenses as disclosed in the
 appropriate fund prospectus to the fund managers. Orion Investment Company generally does
 not recommend or invest in stock or bond mutual funds except in very special circumstances.

 Clients will incur brokerage and other transaction costs. Please see Item 10. Other Financial
 Industry Activities and Affiliations on p. 11 and Item 12. Brokerage Practices on p. 13 of this
 brochure.

 D. All fees are billed in arrears, after the calendar quarter for which the services have been
 rendered. Client Agreements for Advisory Services with Orion Investment Company are
 cancelable on thirty days' prior written notice, or by the client within five days of signing. We
 do not bill for a partial quarter during which a contract has been terminated. Therefore, there is
 no need to issue refunds.

 E. 1. Neither Orion Investment Company nor its investment advisor representatives receive
 compensation for the sale of securities or other investment products. Sauer Dazey Investment
 Company is “fully disclosed” registered broker-dealer wholly owned by Orion Investment
 Company. Orion recommends that client trades be effected by Sauer Dazey Investment
 Company, and Sauer Dazey Investment Company receives an economic benefit from effecting
 such trades. See Item 10. Other Financial Industry Activities and Affiliations on p. 11 and Item

Item 7. Types of Clients

 Orion Investment Company generally provides investment advice to individuals, families,
 trusts, corporations, retirement plans, 401k plans, and profit sharing plans. While there is no
 official required minimum to invest, clients typically have substantial investable assets.