Potomac Fund Management Inc

Item 5 Fees and Compensation

The Union Platform Fees and Expenses

The fees for the Union Platform are comprised of three parts: the “Platform Fee,” the “Client Advisor Fee”, and one or
more fees based on the investment strategies that you and the Client Advisor Representative select, (each a “Strategy
Fee”). Each of these fees is described in greater detail below. Fees for SDBAs are treated differently and Union clients,
Client Advisors Representatives, and prospective Union clients and Client Advisor Representatives should review the
section under the heading “Self-Directed Brokerage Accounts (SDBA) Fees” below for information about the fees
associated with SDBAs.

        The Platform Fee

The Platform Fee provides compensation to Potomac for maintaining the program and providing administrative services
to your account. These administrative services include but are not limited to: providing access to technology that enables
account trading, rebalancing, servicing, billing, reporting and general operations; arranging for custodial services to be
provided by various custodians pursuant to a separate agreement between you and your custodian; coordinating with
custodians regarding the delivery of comprehensive account services; and maintenance and access to an electronic or
web-based system that provides detailed information on each account on a daily basis. The annual rate of the Platform
Fee is administrative in nature and based on the amount of assets under Potomac’s management or administration. This
fee schedule is listed below. We retain the right to reduce our administrative fee with Client Advisor Representative at
our sole discretion.

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Form ADV – Part 2A

                                           Platform Fee
                                           $0 -$100,000                     0.40%
                                           $100,000 -$500,000               0.32%
                                           $500,000-$1,000,000              0.28%
                                           Over $1,000,000                  0.20%

        The Strategy Fee

The Potomac Strategies in the Union platform exclusively use mutual funds managed by Potomac, for which it receives a
management fee from the mutual fund. In these strategies, Potomac has waived the Strategy Fee and will be compensated
exclusively through the Potomac Funds. The Potomac Strategies are listed in Exhibit A.

Potomac is entitled to receive from each Potomac Fund an annual investment management fee of up to 1.25% 2 based on
each Potomac Fund’s average daily net assets but may receive less due to waivers. Under a services agreement with the
Potomac Funds, Potomac also stands to receive an additional fee, which may vary year by year. As of October 2023, the
additional fee was 0.50% of each Potomac Fund’s average daily net assets up to $25 million, and 0.20% of such assets in
excess of $25 million for services provided under the services agreement. In exchange, Potomac is obligated to pay the
operating expenses of each Potomac Fund excluding management fees, brokerage fees and commissions, 12b-1 fees (if
any), taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), ADR fees, the cost of
acquired funds and extraordinary expenses. The service fee agreement and our receipt of revenue create a conflict of
interest as it results in our receipt of additional compensation. While the additional fee is intended to compensate us for
expenses incurred in supervising Potomac Funds’ business affairs, it may not always operate as a one-to-one offset. We
mitigate this conflict of interest by disclosing it to the financial institutions and financial professionals that recommend
our strategies and the Potomac Funds so that they can make informed decisions and appropriate disclosures to their
clients. For additional information about the Potomac Funds, their management fees, and the service fee agreement,
please see the funds’ Prospectus and Statement of Additional Information. As described in Item 4 above, in managing
SDBAs, Potomac uses a different share class than it does in managing non-SDBAs. Potomac uses the Class R Shares of the
Potomac Funds in managing SDBAs. The Class R Shares include an additional administrative services fee than the share
classes used in non-SDBAs in the Platform. With respect to Class R Shares, Potomac receives an additional fee equal to
1.00% of the average daily net asset value of the Class R shares of each fund (the “R Shares Administrative Services Fee”).
For more information about the fees and expenses associated with SDBAs in the Platform, the conflicts of interest that
this arrangement creates, and how Potomac seeks to address them, see Item 5 below under the heading “Self-Directed
Brokerage Accounts (SDBA) Fees” and each fund’s Prospectus and Statement of Additional Information.

For Non-Potomac Strategies and SMA Strategies, the Strategy Fee will range from 0.10% - 0.80%. In certain cases, we may
retain a portion of the Strategy Fee. This creates a conflict of interest in that we may have an incentive to make these
Strategists available on the platform over another model. In addition, some Strategists may select their own affiliated
mutual funds when developing their models. We don’t impose any limitations on Strategist’s use of affiliated funds in their
models, but they have disclosure obligations to investors, and clients and Client Advisor Representatives should review a
Strategist’s Form ADV Part 2 prior to investing. Additionally, Strategists may refer or recommend their clients to invest via
our platform. This arrangement creates an incentive for us to continue to make these Strategists available over others
that we may be considering. To mitigate these conflicts, we do not take revenue sharing payments into account when
determining whether to retain Strategists.
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Item 7 Types of Clients

Potomac provides investment advice to individuals, pensions, profit sharing plans, trusts, estates, other investment
advisors, and corporations and other business entities. Potomac does not require a minimum asset level for Union Clients
invested in a single Potomac Strategy. For new sleeved accounts, which are accounts that invest in more than one Potomac
Strategy and/or Non-Potomac strategy, Potomac has instituted a $20,000 minimum for the combined value of the sleeved
accounts. Additionally, Non-Potomac Strategies on the Union Platform may have their own account minimum
requirements.