Payne Capital Management LLC

Item 5. Fees and Compensation
                                    INVESTMENT MANAGEMENT FEES
Payne CM provides investment management services for an annual fee based upon a percentage of
assets under management. The annual fee varies between 40 and 100 basis points (i.e., 0.40% to 1.00%)
of the assets being managed by Payne CM.

Fees shall vary depending upon various objective and subjective factors, including but not limited to the
representative assigned to the account, the amount of assets to be invested, the complexity of the
engagement, the anticipated number of meetings and servicing needs, related accounts, future earning
capacity, anticipated future additional assets, and negotiations with the client. As a result, similar clients
could pay different fees, which will correspondingly impact a client’s net account performance. Moreover,
the services to be provided by Payne CM to any particular client could be available from other advisers at
lower fees. All clients and prospective clients should be guided accordingly.

The annual fee is prorated and charged quarterly, in advance, based upon the value of the assets on the
last day of the previous quarter, including securities, cash/ cash equivalents and any accrued interest.
Payne CM’s annual fee is exclusive of, and in addition to those fees charged by Financial Institutions
discussed in the next section. Payne CM does not receive any portion of these commissions, fees, and
costs.

Cash and cash equivalent positions (money markets, etc.) are included as part of assets under management
for purposes of calculating Payne CM’s advisory fee. Assets invested in shares of money market funds,
mutual funds, ETFs, or other investment companies will be included in calculating the value of the assets
for purposes of computing the investment management fee, and the same assets will also be subject to the
internal expenses of those funds paid to their own investment managers, which are fully disclosed in each
fund’s prospectus.

Returns are calculated by Black Diamond, a portfolio management platform, utilizing data and information
provided by your custodian and third party vendors. Accrued interest represents interest accumulated since

the last coupon date, but not yet paid by the issuer or received by your custodian. There is no guarantee
that the accrued interest will be paid by the issuer. The calculation of accrued interest may result in
differences between Black Diamond and your custodian. This is because, at times, your custodian and Black
Diamond will be using different calculation methodologies for computing accrued interest. Generally, the
differences in calculation methodology will result in de minimis differences in the value of the accrued
interest.

Payne CM, in its sole discretion, may negotiate to charge a lesser management fee based upon certain
criteria (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets
to be managed, related accounts, account composition, pre-existing client, account retention, pro bono
activities, etc.).

Fees Charged by Financial Institutions. As further discussed in Item 12 (below), Payne CM generally
recommends that clients utilize the brokerage and clearing services of Fidelity Clearing and Custody
Solutions (“Fidelity”). Payne CM may only implement its investment management recommendations after
the client has arranged for and furnished Payne CM with all information and authorization regarding accounts
with appropriate financial institutions. Financial institutions include, but are not limited to, Fidelity, any other
broker-dealer, trust company or bank recommended by Payne CM (collectively referred to herein as the
“Financial Institutions”).

Clients may incur certain charges imposed by the Financial Institutions and other third parties such as
custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are disclosed in
the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges,
odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Additionally, Broker-dealers such as Fidelity charge
brokerage commissions, transaction, and/or other type fees for effecting certain types of securities
transactions. The types of securities for which transaction fees, commissions, and/or other type fees (as
well as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain
custodians, including Fidelity, generally (with the potential exception for large orders) do not currently
charge fees on individual equity transactions (including ETFs), others do. There can be no assurance that
Fidelity will not change their transaction fee pricing in the future.

Fidelity may also assess fees to clients who elect to receive trade confirmations and account statements
by regular mail rather than electronically.

Fee Debit. Payne CM’s Agreement and the separate agreement with any Financial Institutions may
authorize Payne CM or Independent Managers to debit the client’s account for the amount of Payne CM’s
fee and to directly remit that management fee to Payne CM or the Independent Managers. Any Financial
Institutions recommended by Payne CM which may debit a client’s account directly have agreed to send a
statement to the client, at least quarterly, indicating all amounts disbursed from the account including the

amount of management fees paid directly to Payne CM. Alternatively, clients may elect to have Payne CM
send an invoice for payment.

Fees for Management During Partial Quarters of Service. For the initial period of investment
management services, the fees are calculated on a pro rata basis.

The Agreement between Payne CM and the client will continue in effect until terminated by either party
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Item 7. Types of Clients
Payne CM provides its services to individuals, pension and profit sharing plans, trusts, estates,
corporations, business entities and charitable organizations.

Minimums Imposed By Independent Managers. Payne CM does not impose a minimum portfolio size or
minimum annual fee. However, certain Independent Managers utilized by Payne CM to manage client assets
may impose more restrictive account requirements and/or implement billing practices that differ from those
of Payne CM. In such instances, Payne CM may alter its corresponding account requirements and/or billing
practices to accommodate those of the Independent Managers.