Prairie Capital Management Group LLC

Item 5: Fees and Compensation

Clients participating in the asset consulting service are required to enter into an investment advisory
agreement (“agreement”). This agreement may be terminated at will upon written notice by either
party to the other and termination will become effective upon receipt of such notice. Termination shall
not affect any liability resulting from transactions initiated before Prairie Capital receives written notice
of termination. Upon termination of agreement, any fees paid in advance will be prorated, and the client
will be entitled to a refund from the date of termination through the end of the billing period. To the
extent that there are amounts owed by client to Prairie Capital upon the date of termination of the
agreement, the client will immediately pay such amounts to Prairie Capital without further notice or
demand. Clients shall have the right to terminate the agreement, without penalty, within five business
days of the date of execution of this agreement by client and to receive a full refund of all amounts paid
in advance to Prairie Capital.
Investment advisory services are generally provided for a fee based on a percentage of the assets under
management as follows:

         Assets under Management                                       Fee
         $0 to $10,000,000                                             0.80% - 1.00%
         $10,000,001 to $25,000,000                                    0.65% - 0.80%
         $25,000,001 to $50,000,000                                    0.50% - 0.65%
         $50,000,001 to $100,000,000                                   0.35% - 0.50%
         $100,000,001 plus                                             0.20% - 0.35%

Generally, a minimum annual fee of $30,000 will apply to all accounts. These fees are guidelines only
and are subject to negotiation with each client. The fee is calculated by applying the applicable schedule
of fees to the value of assets under management on the last day of each calendar month or quarter,
whichever is applicable.
Investment advisory services may be provided to Clients for a flat quarterly or monthly fee based on a
combination of factors; including, but not limited to, the total assets under management and the
specific advisory services provided to the client. The flat fee is reviewed with the client periodically and
adjusted according to mutual agreement between Prairie Capital and the client.
Certain asset consulting services may be provided on a fixed-fee basis. For example, the origination of
an investment policy statement and asset allocation study and a manager search may be performed on
a fixed-fee basis. Some of these fixed fees may be payable in addition to the fees based on a percentage
of assets under management. The fees will be based on the extent of efforts involved in the asset
consulting services determined by the requests of the client, and thus will be determined pursuant to
negotiations between Prairie Capital and the client.
Investment advisory services are provided to clients for performance based fees. These fees are
typically based on a share of capital gains on or capital appreciation of the assets of a client. Additional
information regarding performance based fees may be found in Item 6.
On a case-by-case basis, certain asset consulting services may be provided on the basis of hourly
charges upon request of a client.
Prairie Capital fees are billed quarterly in arrears, calculated based on the account’s average daily
balance during the previous quarter.
Prairie Capital’s fee is typically billed to and paid by the client’s custodian(s) from the assets of the
client’s portfolio. The client may request to be billed directly. Direct bills are due upon receipt. Fees are
calculated and payable either monthly or quarterly pursuant to the Agreement with client.
In addition to our fees, clients are responsible for the fees and expenses associated with the investment
of their assets, such as the fees and expenses of mutual funds, ETFs and other pooled investment
products held in the client’s account, transaction fees, taxes and other brokerage charges for purchases
and sales of investments and custodial fees for holding and safekeeping of client assets.
Prairie Capital’s fee could be avoided if the client invested directly in investment vehicles managed by
third parties but would not receive Prairie Capital’s advice regarding the allocation of assets in the
client’s portfolios.

We offer clients the option of obtaining certain financial solutions from unaffiliated third-party
financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and
its affiliates, “UPTIQ”) and Flourish Financial LLC (“Flourish”). Focus Financial Partners, LLC
(“Focus”) is a minority investor in UPTIQ, Inc. UPTIQ is compensated by sharing in the revenue
earned by such third-party financial institutions for serving our clients. The revenue paid to UPTIQ
also benefits UPTIQ, Inc.’s investors, including Focus, our parent company. When legally
permissible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions
Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ
will share with FSH up to 75% of all revenue it receives from such third-party financial institutions.
For other loans (except residential mortgage loans) made to our clients, UPTIQ will share with FSH
up to 25% of all revenue it receives from such third-party financial institutions. For cash
management products and services provided to our clients, UPTIQ will share with FSH up to 33% of
all revenue it receives from the third-party financial institutions and other intermediaries that
provide administrative and settlement services in connection with this program. As noted above,
Flourish facilitates cash management solutions for our clients. When legally permissible, Flourish
...

Item 7: Types of Clients

Prairie Capital’s clients include individuals; pension and profit sharing plans; trusts and estates;
charitable organizations; and corporations and other business entities. Clients also include multi-
manager, multi-strategy private investment company partnerships with different investment objectives
and risk/return characteristics, as described above in Item 6.