Seraphim Capital Management LLC

Item	5	–	Fees	and	Compensation

For investment advisory services rendered to most clients, SCM receives advisory fees based solely
upon a percentage of assets under management. For qualified clients, SCM may receive a fee based
upon both a percentage of assets under management and a performance-based fee. Advisory fees
are negotiable on a case-by-case basis and are specified in the Advisory Services Agreement with
each client.

Seraphim Capital Management’s standard fee schedule is as follows:

      Type of Account                                                            Fee

                                                                                 2.00% Annual Asset
      Wealth Management – non-qualified client                                   Based Fee billed
                                                                                 monthly in arrears.

                                                                                 2.00% Annual Asset
                                                                                 Based Fee and 20%
      Qualified Client (See below)                                               Performance Based
                                                                                 Based Fee, billed
                                                                                 quarterly in arrears.

SCM may waive part or all the above fees at its sole discretion. In some circumstances, SCM may
provide financial consulting at $350 per hour.

Asset Management and Performance Fee with High Water Mark
For qualified clients, defined as:
  •   any person or entity that immediately after entering into the advisory contract with SCM has
      at least $1,000,000 under management with SCM; or
  •   any person or entity that SCM reasonably believes, immediately prior to entering into our
        Client Advisory Agreement, either has a net worth (together, in the case of a natural person,
        with assets held jointly with a spouse) of more than $2,100,000 (excluding value of primary
        residence) or is a “qualified purchaser” under the Investment Advisors Act at the time the
        Agreement is entered into,
SCM is also paid a performance incentive fee of twenty percent (20%) of net profits. Net profits are
the sum of the net realized and unrealized profits and losses, interest, dividends, other income and
any expenses for the period minus any net realized or unrealized losses carried forward from
previous periods that have not been recouped. The change in account value shall be computed by
subtracting the account balance at the beginning of a month from the account balance at the end of
the month less any Client deposits and plus any withdrawals during the month.

Once an incentive fee is paid, SCM retains the fee regardless of its subsequent performance;
however, no additional incentive fee will be paid to SCM until SCM recoups any previous losses
(High Water Mark). The purpose of the High-Water Mark is to ensure that a client does not pay
performance fees on gains on which Client has previously paid a performance fee to SCM. The High-
Water Mark is established when the account is opened with SCM and recalculated quarterly as of
the billing date by adjusting the value of the portfolio for changes in market value and all deposits
and withdrawals, including all fees paid to SCM.

The performance fee is charged only on the amount which exceeds the High-Water Mark. If a client
loses money in a billing period, SCM will get no performance fee for that period but will not share in
that loss. Because the performance fees will be paid quarterly, SCM could receive an incentive fee
for a month even though an account is unprofitable for the year. No advance fees will be collected
by SCM.

Fee Billing
Wealth Management client fees are billed and payable monthly in arrears. Qualified client fees are
billed and payable quarterly in arrears. All clients authorize SCM to deduct its fee from the Client’s
account(s).

The Custodian is not responsible for validating the fees calculated by SCM. If any asset- based fee
due is for a partial period, the fee will be charged on a pro-rata basis.

Termination
Our Advisory Services Agreement may be terminated by either party upon written notice delivered
to the other. The termination will be effective upon receipt of the written notice. All transactions
placed at the Custodian up to the effective date of the termination will be completed by the
custodian; no other transactions will be placed by SCM after the effective date of the termination
notice.

Upon termination of an Advisory Services Agreement, any fees due and payable to SCM will be
directly deducted from our client’s account and pro-rated based on the applicable partial billing
period.

General Information about SCM’s Advisory Services and Fees
The “official” record-keeper of the account data and information is the client’s custodian.

Fees for SCM’s Portfolio Management Services do not include the fees or expenses our clients may
pay as the owner of a brokerage account. SCM does not participate in these fees or expenses
(directly or indirectly). These include but are not limited to: transaction fees, custodial fees, transfer
taxes, and wire transfer and electronic fund processing fees.

Item	6	–	Performance	Based	and	Side-By-Side	Management

For some accounts, SCM receives performance-based fees for its investment management services.
A performance-based fee is an SCM’s fee for managing a qualified client’s account in which SCM’s
compensation is based upon the investment performance of the account being managed (Refer to
Section 5 above for a more complete description). In addition to managing performance-based fee
accounts, SCM also manage accounts without a performance fee incentive.

Conflicts of Interest: Performance-Based Fees
Performance-based fees create conflicts of interest with respect to SCM’s management of assets.
...

Item	7	–	Types	of	Clients

SCM offers investment advisory services to individuals, high net worth individuals, business
retirement plans, fund of funds, trusts, charitable organizations, foundations, family offices and
hedge funds.