Scotia Partners LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The Registrant provides discretionary investment advisory services on a fee basis. The
         Registrant’s annual investment advisory fee is based upon a percentage (%) of the market
         value of the client’s assets placed under the Registrant’s management. The Registrant’s fee
         shall generally be between 1.00 to 2.50% of the client’s assets under management.

         The Registrant’s investment advisory fee is negotiable at Registrant’s discretion,
         depending upon objective and subjective factors including but not limited to: the amount
         of assets to be managed; portfolio composition; the scope and complexity of the
         engagement; the anticipated number of meetings and servicing needs; related accounts;
         future earning capacity; anticipated future additional assets; the professional(s) rendering
         the service(s); prior relationships with the Registrant and/or its representatives, and
         negotiations with the client. As a result of these factors, similarly situated clients could
         pay different fees, the services to be provided by the Registrant to any particular client
         could be available from other advisers at lower fees, and certain clients may have fees
         different than those specifically set forth above.

         The Registrant generally requires a $250,000 account minimum for investment
         management services. However, the Registrant in its sole discretion, may waive the
         account minimum or charge a lesser management fee based upon certain criteria (i.e.
         anticipated future earning capacity, anticipate future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, historical relationship,
         accounts referred to advisor by another professional, negotiations with client, etc.).

    Registrant's annual investment advisory fee shall be prorated and paid quarterly, in arrears,
    based upon the average daily balance in the account for the previous quarter. Accounts
    initiated or terminated during a calendar quarter will be charged a prorated fee.

    Management Fee Schedule for Programs Excluding Alpha Advantage

     Assets Under Management                              Annual Fee
     Less than $2,500,000                                 1.50%
     $2,500,001 to $5,000,000                             1.00%
     $5,000,001 and above                                 Negotiable

    Management Fee Schedule for Alpha Advantage Program

      Assets Under Management                              Annual Fee
      Any Account Size                                     2.50%

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
    account. Both Registrant’s Agreement and the custodial/clearing agreement may authorize
    the custodian to debit the account for the amount of the Registrant’s investment advisory
    fee and to directly remit that advisory fee to the Registrant in compliance with regulatory
    procedures. In the limited event that the Registrant bills the client directly, payment is due
    upon receipt of the Registrant’s invoice.

C. As discussed below, unless the client directs otherwise or an individual client’s
    circumstances require, Registrant shall generally recommend that The Bank of New York
    Mellon serve as the broker-dealer/custodian for client investment management assets.

    Broker-dealers such as The Bank of New York Mellon charge brokerage commissions,
    transaction, and/or other type fees for effecting certain types of securities transactions (i.e.,
    including transaction fees for certain mutual funds, and mark-ups and mark-downs charged
    for fixed income transactions, etc.). The types of securities for which transaction fees,
    commissions, and/or other type fees (as well as the amount of those fees) shall differ
    depending upon the broker-dealer/custodian. While certain custodians, including The Bank
    of New York Mellon, generally (with the potential exception for large orders) do not
    currently charge fees on individual equity transactions (including ETFs), others do.

    There can be no assurance that The Bank of New York Mellon will not change their
    transaction fee pricing in the future.

    The Bank of New York Mellon may also assess fees to clients who elect to receive trade
    confirmations and account statements by regular mail rather than electronically.

    Clients will incur, in addition to Registrant’s investment management fee, brokerage
    commissions and/or transaction fees, and, relative to all mutual fund and exchange traded
    fund purchases, charges imposed at the fund level (e.g., management fees and other fund
    expenses).

D. The Registrant does not charge its clients in advance. The Registrant's annual investment
    advisory fee shall be prorated and paid quarterly, in arrears, based upon the average daily
    balance in the account for the previous quarter. Accounts initiated or terminated during a

         calendar quarter will be charged a prorated fee.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
         securities or other investment products.

Item 7           Types of Clients

         The Registrant provides portfolio management services to individuals, corporate pension
         and profit-sharing plans and other investment advisers. The Registrant generally requires
         a $250,000 account minimum for investment management services.