Sandhill Capital Partners LLC

Item 5 – Fees and Compensation

Investment Advisory Fees

Sandhill offers investment advisory services for a percentage of assets under management per annum.
The fee is payable in advance on a quarterly basis. The valuation of the account(s) will be based on the
closing prices of the securities held in the portfolio(s) on the last day of the month prior to the quarterly
billings. For account(s) that are opened in the middle of any billing cycle, an invoice for the "stub" period
will be submitted to the client's custodian. For accounts that are “stub” billed, invoices are generally
submitted to the custodian during the final month of the quarter in which the account is opened. Either
party may terminate the advisory agreement at any time.

Standard Discretionary Investment Advisory Fee Schedule:

Discretionary
    • Equity Only Accounts                         1.00%
    • Corporate Bond Only Accounts                 0.65%

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    •   Preferred Equity Only Accounts            0.75%
    •   Balanced Accounts                         1.00%

***In certain instances, fees may be negotiable based on account-size and total number of accounts,
among other factors.

The client may terminate the Investment Advisory Agreement within five business days of its signing
without penalty and a full refund will be provided. Thereafter, the client or the firm may terminate this
agreement by notifying the other in writing and termination will become effective after 30 days of receipt
of the notice. Fees paid in advance hereunder will be prorated to the date of termination specified in the
notice of termination, and any unearned portion thereof will be refunded to the client. However,
termination will not affect either the client's or the firm's responsibilities under this agreement for
previously initiated transactions or for balances due in the account upon termination. Upon termination,
the firm will have no further obligation to act or advise with respect to any account.

The client may grant the firm the authority to receive quarterly payments directly from the client's
account held by an independent custodian. Accordingly, the client will provide, in writing, limited
authorization to withdraw the contractually agreed upon fees from the account. The custodian of the
account is advised in writing of the limitation on the firm's access to the account. The custodian will also
send to the client a statement, at least quarterly, indicating all the amounts disbursed from the account
including the amount of advisory fees paid directly to the firm.

Sandhill’s investment advisory fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which shall be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third party investment and other third parties such as fees charged by
managers, custodial fees, 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. Mutual
funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s
prospectus. Such charges, fees and commissions are exclusive of and in addition to Sandhill’s fee, and
Sandhill shall not receive any portion of these commissions, fees, and costs.

Item 12 further describes the factors that the firm considers in selecting or recommending broker-dealers
for client transactions and determining the reasonableness of their compensation (e.g., commissions).

Sub-Advisory Fees

Sandhill’s sub-advisory fees are negotiated with either individual Advisors or Program Sponsors. For
wrap-fee accounts, Sandhill’s sub-advisory fee is included in the total wrap-fee charged to the client
accounts. Sandhill is paid its sub-advisory fees from the wrap-fee collected by Program Sponsors.

Unified Managed Account Program (UMA) Fees

Sandhill receives a fee for providing our “model” portfolio to the Program Sponsors. Our fees are
negotiated with either individual Advisors or Program Sponsors.

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Item 7 – Types of Clients

Sandhill provides portfolio management services to individuals, corporations or other business entities,
pension and profit-sharing plans, trusts, estates, charitable institutions, foundations, endowments,
Advisors and separately managed account wrap-fee programs.

Sandhill requires a minimum balance of $250,000 to open an account although accounts of lesser size
may be accepted.

Minimum account balances for sub-advised accounts are negotiated with Advisors or Program Sponsors.