Oxford Asset Management LLC

Item 5: Fees and Compensation

  Investment Management Services:
  All accounts are charged a percentage-based fee, which is based on the client’s assets
  under management.

                                       Diversified                    Fixed-Income
                Assets                 Annualized
                                                          Quarterly
                                                                       Annualized
                                                                                          Quarterly

   $1.00          to      $99,999.00     2.50%       or   0.6250%        1.00%       or   0.2500%
$100,000.00       to     $249,999.00     1.98%       or   0.4950%        0.90%       or   0.2250%
$250,000.00       to     $749,999.00     1.50%       or   0.3750%        0.80%       or   0.2000%
$750,000.00       to     $999,999.00     1.25%       or   0.3125%        0.70%       or   0.1750%
$1,000,000.00            and over        1.00%       or   0.2500%        0.60%       or   0.1500%

  Management accounts that require a financial plan may be charged an additional
  $1,500.00 to $2,500.00. The fee will depend on the number of elements within the
  plan.

  Account fees are charged quarterly in advance. Oxford also provides financial
  consultations and financial planning services at a rate of $400 per hour. Consultation fees
  are due and payable within ten days. All fees are negotiable under special
  circumstances.
  Oxford Asset Management, LLC.                                                              Page 4

The fees for most accounts a r e debited directly from the client’s account on a
quarterly basis in advance. In certain cases the firm will invoice the client directly,
also o n a quarterly basis in advance. S ome 401(k) platforms, however, such as John
Hancock, deduct, and remit the management fee on a monthly basis in advance. Clients
may choose to have fees deducted directly from their accounts or receive invoices from
Oxford.

Client accounts may be invested in mutual funds, separately managed accounts, sub-
advised accounts, insured accounts, or exchange traded funds (or similar securities).
These securities and financial instruments can carry additional fees and expenses,
including advisory fees, sub-advisory fees, insurance premiums, hedging expenses,
brokerage commissions and other transaction costs, in addition to Oxford’s fees.

Accounts are also charged a one-time application fee of $50 to open an account. All
accounts incur a $75 termination fee to close an account. Retirement accounts are
charged a $50 administration fee to withdraw money. Upon termination, Oxford is
entitled to charge a proportionate part of the fee that has not been collected. Until paid,
client consents that the fees and expenses of Oxford shall constitute a lien upon the
assets of the account. Establishment/termination fees are implemented to cover
administrative costs.

Client funds may be invested in model portfolios or separately managed accounts
utilizing sub-advisors including Dynamic Wealth Advisors (DWA), Swan Global
Investments, and or others, and may incur an additional asset based charge of up to
0.1625% per quarter.

A client agreement may be canceled at any time, by either party, for any reason
upon receipt of written 60-day notice. Due to significant time involvement during the
first year relating to the development of a financial plan, if the contract is cancelled
during that first year, the hourly fee will be charged. Any difference between this
hourly charge and the cumulative quarterly fees paid will be due and payable upon
cancellation.

In the event a client terminates its advisory agreement with Oxford prior to the end of a
quarter, Oxford will not refund the client for any fees previously charged to the client.
Fees are considered earned as received.

Item 7: Types of Clients
The firm’s services are provided to individuals, pension/profit sharing plans, state/municipal
governments/entities, and corporate clients. For investment management clients a minimum
account size of $50,000 is required at all times (subject to waiver under special circumstances by
Oxford).