Raison Asset Management Corp

Item 5        Fees and Compensation

A. Advisory Fees

Asset-Based Fees
Raison AM is compensated for its advisory services by charging a fee based on the net
market value of a Client’s Account which is calculated as a percentage of Net Liquidation
Value entered as an annualized percentage, applied on a monthly basis. Average advisory
fee is between 0.5% to 2% of assets under management. Raison AM may charge an
additional structuring fee of approximately 5% in connection with private equity
transactions. This fee is described further in Item 5.C. All fees are negotiable. Raison AM
reserves the right, in its sole discretion, to negotiate, reduce or waive the advisory fee for
certain Client Accounts for any period of time determined by Raison AM. In addition, Raison
AM may reduce or waive its fees for the Accounts of some Clients without notice to, or fee
adjustment for, other Clients.

Hourly Fees
Raison AM may charge clients by additional agreement hourly fees as additional payments
which are typically range from $120 - $800 per hour, and are billed monthly, in arrears.

B. Deduction of Fees
Depending on the type of account and custodial arrangement, our fees may be deducted
directly from the client's account or billed to the client. Unless otherwise specified, the
advisory fee is calculated on the value of assets in the account on a monthly basis.

C. Other Fees and Expenses
Raison AM is not itself a broker-dealer. Client assets are held with third-party custodians and
brokers, which in certain cases include Raison Securities Ltd, a related person of Raison AM,
as described in Items 10, 12, and 15. Our fees are exclusive of brokerage commissions,
transaction fees, and other costs charged by others and paid by you. You may incur charges
imposed by custodians, brokers, and third-party investments — such as fees charged by
managers or custodians, deferred sales charges, odd-lot differentials, transfer taxes, wire and
electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and ETFs also charge internal management fees disclosed in
each fund's prospectus. Such charges are in addition to our fees, and Raison AM does not
receive any portion of these third-party commissions, fees, and costs.
In addition to advisory and performance-based fees, Raison AM may receive a structuring
fee in connection with private equity investments made by the pooled investment vehicle it
manages. This fee is paid by the vehicle and is reflected in, and reduces, the capital accounts

of the fund's investors, and is disclosed in the fund's offering documents. Because this
structuring fee is in addition to the advisory and performance-based fees Raison AM already
receives, and is earned only when the fund makes a private equity investment, it presents a
conflict of interest: Raison AM has a financial incentive to cause the fund to make private
equity investments, and to favor private equity over other types of investments, even where
doing so may not be in the best interests of the fund's investors. Raison AM addresses this
conflict by disclosing each private equity investment to the fund's investors and obtaining
investor approval of such investments, by disclosing this fee arrangement in the fund's
offering documents, and by ensuring that investment decisions are consistent with the
fund's investment objectives. This compensation is separate from and in addition to the
advisory fees described above.

D. Prepaid Fees
We do not charge any Prepaid Fees.

E.     Sale of Securities
Neither Raison AM nor any of its employees or principals receives commissions for effecting
the purchase or sale of securities.

F. Other Compensation
In addition to advisory and performance-based fees, Raison AM may refer clients to third-
party investment advisers and funds that are not managed by Raison AM and may receive
referral fees from those funds. This creates a conflict of interest, because Raison AM has a
financial incentive to refer clients to funds that compensate it. Raison AM addresses this
conflict as follows: each such arrangement is governed by a written agreement; affected
clients are provided with disclosure of the compensation arrangement and the resulting
conflict at the time of the referral; clients are under no obligation to invest in any referred
fund; and any decision to invest remains the client's own.

Item 7      Types of Clients

We offer Wealth & Portfolio Management services to individuals, trusts, funds and
corporations. In general, we require a minimum of $50,000 to $100,000 depending on a
product to open and maintain an investment portfolio.