Seraph Capital Associates LLC

Item 5. Fees and Compensation
      Separately Managed Accounts

      Seraph offers investment management services for an annual fee based on the amount of assets under the
      Firm’s management. With respect to its fixed income strategy, the annual investment management fee is
      1.0% of assets under management. With respect to its equity strategy, the annual investment management
      fee is 2.0% of assets under management. The fees are non-negotiable. The annual investment management
      fee with respect to each strategy is prorated and charged quarterly, in arrears, based upon the market value
      of the assets being managed by Seraph on the last day of the billing period.

      To the extent that our advisory fees exceed 2.0% of total assets under management, we are required to
      disclose that our fees are higher than that charged in the industry, and that other advisers can provide the
      same or similar services at lower rates.

      Seraph is wholly-owned by Sutterfield Financial Group, Inc. If you are a client of Sutterfield Financial
      Group, Inc. and choose to engage with Seraph, you will be charged a separate fee from Sutterfield Financial
      Group, Inc. To the extent that our combined advisory fees exceed 2% of total assets under management,
      we are required to disclose that our fees are higher than that charged in the industry and that other advisers
      can provide the same or similar services at lower rates.

      For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory
      agreement is terminated, the fee for the final billing period is prorated through the effective date of the
      termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as
      appropriate.

      Pooled Investment Vehicles

       With respect to the pooled investment vehicles managed or advised by Seraph Capital Associates, the
       applicable fees and expenses are set forth in the relevant offering or governing documents. Generally, the
       pooled investment vehicles managed by Seraph utilize an asset-based fee of 1.5% of the net implied equity
       value of the real property on a quarterly basis. A description of the calculation and payment of fees payable
       to the Adviser is set forth in the applicable prospectus, offering or governing document for the vehicle.
       Clients should refer to such documents for further information with respect to fees.

      Additional Fees and Expenses

      In addition to the advisory fees paid to Seraph and Sutterfield Financial Group, Inc., clients also incur
      certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks,
      and other financial institutions (collectively “Financial Institutions”). These additional charges include

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 Disclosure Brochure                                                           Seraph Capital Associates

      securities brokerage commissions, transaction fees, custodial fees, reporting charges, margin costs, charges
      imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g.,
      fund management fees and other fund expenses), 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. The Firm’s brokerage practices are described at length in Item 12, below.

      Direct Fee Debit

      Clients provide Seraph with the authority to directly debit their accounts for payment of the investment
      advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which
      the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than
      quarterly detailing all account transactions, including any amounts paid to Seraph Capital Associates.

      Use of Margin

      Seraph can be authorized to use margin in the management of the client’s investment portfolio. In these
      cases, the fee payable will be assessed net of margin such that the market value of the client’s account and
      corresponding fee payable by the client to Seraph will not be increased. The fees associated with the use of
      margin are separate from the fees charged to clients participating in the pooled investment vehicles.

      Account Additions and Withdrawals

      Clients can make additions to and withdrawals from their account at any time, subject to Seraph Capital
      Associates’ right to terminate an account. Additions can be in cash or securities provided that the Firm
      reserves the right to liquidate any transferred securities or declines to accept particular securities into a
      client’s account. Clients can withdraw account assets on notice to Seraph Capital Associates, subject to the
      usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-
      term investments and the withdrawal of assets may impair the achievement of a client’s investment
      objectives. Seraph may consult with its clients about the options and implications of transferring securities.
      Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees,
      short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges)
      and/or tax ramifications.

Item 7. Types of Clients
      Seraph offers services to U.S. clients that include: Corporations; defined contribution and defined benefit
      pension plans; foundations; Individuals; Insurance companies; pooled investment vehicles; and trusts.

      Minimum Account Value

      As a condition for starting and maintaining an investment management relationship, Seraph imposes a
      minimum portfolio value of $10,000. Seraph may, in its sole discretion, accept clients with smaller
      portfolios based upon certain criteria, including anticipated future earning capacity, anticipated future
      additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-
      existing client, account retention, and pro bono activities. Seraph only accepts clients with less than the
      minimum portfolio size if the Firm determines the smaller portfolio size will not cause a substantial increase
      of investment risk beyond the client’s identified risk tolerance. Seraph may aggregate the portfolios of
      family members to meet the minimum portfolio size.

      For certain types of pooled investment vehicles offered or managed by the Adviser, U.S. investors must
      generally satisfy certain investor sophistication requirements, including that the client qualifies as an
      "accredited investor" under Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.