Sanctuary Wealth Advisors LLC

Item 5: Fees and Compensation

Portfolio Management Fees

Basic fee is 1.0%, annualized. Fees are negotiable at the sole discretion of SWA.

Fees are paid quarterly in advance. The advisory fee is calculated using the value of the
assets on the last business day of the prior billing period. Refunds for fees paid in advance
will be returned within fourteen days to the client via check, or return deposit back into
the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal
to the balance of the fees collected in advance minus the daily rate* times the number of
days elapsed in the billing period up to and including the day of termination. (*The daily
rate is calculated by dividing the annual asset-based fee rate by 365.)

Asset-based portfolio management fees are either (i) withdrawn directly from the client's
accounts with client's written authorization or (ii) invoiced and billed directly to the client;
clients may select the method in which they are billed. For fees deducted directly from
client accounts, in states that require it, SWA will:

   (A) Possess written authorization from the client to deduct advisory fees from an
   account held by a qualified custodian.

   (B) Utilize a custodian that sends at least quarterly statements reflecting all additions
   and deductions, including the amount of advisory fees.

   (C) Send the qualified custodian written notice of the amount of the fee to be deducted
   and send the client a written invoice upon or prior to fee deduction itemizing the fee,
   including the formula used to calculate the fee, the time period covered by the fee, and
   the amount of assets under management on which the fee was based.

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
the Investment Advisory Contract. Clients may terminate the agreement without penalty
for a full refund of SWA's fees within five business days of signing the Investment
Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract
immediately upon written notice.

Clients are responsible for the payment of all third party fees (i.e. custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by SWA. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

       Outside Compensation for the Sale of Securities to Clients

       Martin Joel Erzinger and Karen Marie Jorgensen are registered representative of a broker-
       dealer and Martin Joel Erzinger is an insurance agent and in these roles, accepts
       compensation for the sale of investment products to SWA clients.

       Supervised persons may accept compensation for the sale of investment products,
       including asset based sales charges or service fees from the sale of mutual funds to SWA's
       clients. This presents a conflict of interest and gives the supervised person an incentive to
       recommend products based on the compensation received rather than on the client’s
       needs. When recommending the sale of investment products for which the supervised
       persons receives compensation, SWA will document the conflict of interest in the client
       file and inform the client of the conflict of interest.

       Clients always have the right to purchase SWA recommended products through other
       brokers or agents that are not affiliated with SWA.

       Commissions are not SWA’s primary source of compensation for advisory services.

       Advisory fees that are charged to clients are not reduced to offset the commissions or
       markups on investment products recommended to clients.

Item 7: Types of Clients

SWA generally provides advisory services to the following types of clients:

       ❖      High-Net-Worth Individuals
       ❖      Corporations or Business Entities
       ❖      Endowment Foundations

There is an account minimum of $1,000,000, which may be waived by SWA in its discretion.