Sawyer Capital Management Inc

Item 5 – Fees and Compensation

In certain circumstances, all fees, account minimums and their applications to family or
other circumstances may be negotiable. SCM requires a minimum account size of $250,000
for Investment Management Services. Individual accounts for immediate family members
(such as husband, wife and dependent children) are aggregated, and the fee is charged
based on the total value of all family members’ accounts.

SCM has contracted with Focus Partners Advisor Solutions for services including trade
processing, collection of management fees, record maintenance, report preparation,
marketing assistance, and research. SCM pays a fee for Focus Partners Advisor Solutions
services based on management fees paid to the Firm on accounts which use Focus Partners
Advisor Solutions. The fee paid by SCM to Focus Partners Advisor Solutions consists of a
portion of the fee paid by clients to SCM and varies based on the total client assets
participating in Focus Partners Advisor Solutions through SCM. These fees are not
separately charged to advisory clients. The fee charged by SCM to its clients includes all
sub-advisory fees charged by Focus Partners Advisor Solutions.

The specific manner in which fees are charged by SCM is established in a client’s written
agreement with the Firm. Generally, clients will be invoiced in arrears at the beginning of
each calendar quarter based upon the value (market value or fair market value in the
absence of market value; client account balances on which SCM calculates fees may vary
from account custodial statements based on independent asset valuations and other
accounting variances, including mechanisms for including accrued interest in account
statements) of the client's account at the end of the previous quarter. New accounts are
charged a prorated fee for the remainder of the quarter in which the account is incepted.
SCM charges fees in arrears; no fee refund policy is necessary. The fee schedule may be
amended from time-to-time by SCM upon at least forty-five (45) days advance written
notice to clients.

For Investment Management and Employee Benefit Plan clients, SCM will request authority
from the client to receive quarterly payments directly from the client's account held by an
independent custodian. Clients may provide written limited authorization to SCM or its
designated service provider, Focus Partners Advisor Solutions, to withdraw fees from the
account. Clients will receive custodial statements showing the advisory fees debited from
their account(s). Certain third-party administrators will calculate and debit SCM’s fee and
remit such fee to the Firm.

A client agreement may be canceled at any time, by either party, for any reason upon
receipt of 30 days written notice. Upon termination of any account at any time after the
required 30-day notice, any prepaid, unearned fees will be promptly refunded.

SCM’s 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 investments and other third parties such as
fees charged by managers, custodial fees, 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. Mutual funds and exchange traded funds
(ETFs) also charge internal management fees, which are disclosed in a fund’s prospectus.
These fees will generally include a management fee and other fund expenses. All fees paid
to SCM for investment advisory services are separate and distinct from the fees and
expenses charged by mutual funds and ETFs to their shareholders. The services provided
by SCM are designed, among other things, to assist the client in determining which mutual
fund, ETF or funds are most appropriate to each client's financial condition and objectives.
Accordingly, the client should review both the fees charged by the funds and the fees
charged by SCM to fully understand the total amount of fees to be paid by the client and to
thereby evaluate the advisory services being provided.

Such charges, fees and commissions are exclusive of and in addition to SCM’s fee, and the
Firm shall not receive any portion of these commissions, fees and costs.

Advisory Fees

Investment Management Services:

The annual fee for Investment Management Services will be charged as a percentage of
assets under management, according to the schedule below:

            Assets Under Management                        Annual Fee (%)
               On the first $500,000                           0.95%
               On the next $500,000                            0.85%
               On the next $1 million                          0.70%
               On the next $1 million                          0.50%
               On the next $2 million                          0.40%
             On all amounts thereafter                         0.35%

Employee Benefit Retirement Plan Services:

The annual fee for plan services will be charged as a percentage of assets within the plan.

      Assets Under           Focus Partners         SCM Annual Fee            Total Fee
      Management            Advisor Solutions
                               Annual Fee
 On the first $1,000,000         0.20%                   0.70%                  0.90%
 On the next $4,000,000          0.15%                   0.45%                  0.60%
 On the next $5,000,000          0.08%                   0.25%                  0.33%
  On all amounts above           0.05%                   0.15%                  0.20%
      $10,000,000

Item 7 – Types of Clients

SCM offers services to individuals (including high net worth individuals), pension and
profit-sharing plans, qualified retirement plans, trust, estates or charitable organizations or
business entities.

SCM requires a minimum account size of $250,000 for Investment Management Services.