Seacrest Investment Management LLC

Item 5 – Fees and Compensation

The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written
agreement with the Advisor.

A. Fees for Advisory Services
Investment advisory fees are paid quarterly, either at the beginning or end of the quarter, pursuant to the terms of
the agreement. Investment advisory fees are based on the market value of assets under management at the end of
the respective quarter, which is inclusive of accrued interest and dividends. Investment advisory fees range up to
1.15% annually based on several factors, including: the complexity of the services to be provided, the level of
assets to be managed, and the overall relationship with the Advisor. Relationships with multiple objectives, specific
reporting requirements, restrictions and other complexities may be charged a higher fee.

The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the
end of the first quarter. Fees are negotiable at the sole discretion of the Advisor. The Client’s fees will take into
consideration the aggregate assets under management with the Advisor. All securities held in accounts managed
by SIM will be independently valued by the Custodian. SIM will conduct periodic reviews of the Custodian’s
valuations.

The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and
other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the
Advisor shall not receive any portion of these commissions, fees, and costs.

B. Fee Billing
Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at
the Custodian. The Advisor or its delegate shall send an invoice to the Custodian indicating the amount of the fees
to be deducted from the Client’s account[s] at the end of each respective quarter-end. The amount due is calculated
by applying the quarterly rate (annual rate divided by 4) to the total assets under management with SIM at the end
of the quarter. The Advisor will incorporate accrued interest and dividends to determine the market value of assets
at the end of the quarter. The Advisor will rely on a third party to calculate the Client’s fees. Clients will be provided
with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. It is the
5                                            SeaCrest Investment Management, LLC
                                 3000 Westchester Avenue, Suite 206, Purchase, NY 10577-2524
                                        Phone: (914) 502-1905 * Fax: (914) 502-1970
                                                    http://seacrestim.com

responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s brokerage statement as
the Custodian does not assume this responsibility. Clients provide written authorization permitting advisory fees to
be deducted by SIM directly from their account[s] held by the Custodian as part of the investment advisory
agreement and separate account forms provided by the Custodian.

C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third parties, other than SIM, in connection with
investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities
execution fees charged by the Custodian, if applicable. The Advisor's recommended Custodian does not charge
securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the
terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for
mutual funds and other types of investments. The fees charged by SIM are separate and distinct from these
custody and execution fees.

In addition, all fees paid to SIM for investment advisory services are separate and distinct from the expenses
charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described
in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the
funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a
possible distribution fee. A Client may be able to invest in these products directly, without the services of SIM, but
would not receive the services provided by SIM which are designed, among other things, to assist the Client in
determining which products or services are most appropriate for each Client’s financial situation and objectives.
Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by SIM to fully
understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information.

D. Advance Payment of Fees and Termination
SIM is compensated for its services either in advance or at the end of the quarter. Either party may terminate the
investment advisory agreement, at any time, by providing advance written notice to the other party. The Client will
incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and
payable by the Client. Advisor will refund any unearned, prepaid investment advisory fees from the effective date of
termination to the end of the quarter. The Client’s investment advisory agreement with the Advisor is non-
transferable without the Client’s prior consent.

E. Compensation for Sales of Securities
SIM does not buy or sell securities and does not receive any compensation for securities transactions in any
Client account, other than the investment advisory fees noted above. However, certain advisory persons may
earn additional compensation as described below.
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Item 7 – Types of Clients

SIM offers investment advisory services to individuals, high net worth individuals, trusts, estates, organizations,
corporations, businesses, charitable organizations, and insurance companies. The amount of each type of Client
is available on the Advisor's Form ADV Part 1A. These amounts may change over time and are updated at least
annually by the Advisor. SIM generally does not impose a minimum relationship size for establishing a
relationship. However, certain strategies of SIM may require a minimum asset amount in order to achieve optimal
returns based on the needs of the Client, which may be waived at the sole discretion of the Advisor.