Sherpa Capital Management LLC

Item 5 – Fees and Compensation

In certain circumstances, all fees, portfolio minimums and their applications to family circumstances
may be negotiable.

SCM has contracted with Focus Partners Advisor Solutions (“FPAS”) for services including trade
processing, collection of management fees, record maintenance, report preparation, marketing
assistance, and research. SCM has also contracted with FPAS for sub-advisory services with respect to
Clients’ accounts. SCM pays a fee for FPAS’s services based on management fees paid to SCM on
accounts which use FPAS. The fee paid by SCM to FPAS consists of a portion of the fee paid by Clients to
SCM and varies based on the total Client assets administered and/or sub-advised by FPAS 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 FPAS.

The specific manner in which fees are charged by SCM is established in a Client’s written agreement with
SCM. Investment Management Clients will be invoiced in advance at the beginning of each calendar
quarter based upon the value (market value based on independent third-party sources 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 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 (date of account transfer).

For Investment Management Services, 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, FPAS, 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
SCM.

A Client agreement may be canceled at any time, by either party, for any reason upon receipt of thirty (30)
days’ written notice. Upon termination of any account, any prepaid, unearned fees will be promptly
refunded. The Client has the right to terminate an agreement without penalty within five (5) business days
after entering into the agreement.

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 investment 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. 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.

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

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 (%)
               $0 - $499,999                                             1.25%
               $500,000 - $999,999                                       1.00%
               $1,000,000 - $2,499,999                                   0.90%
               $2,500,000 and up                                         0.75%

All accounts for members of the Client’s family (husband, wife and dependent children) or related
businesses may be assessed fees based on the total balance of all accounts.

Financial Planning Services
Fees for financial planning services are charged a flat rate of $2,500, half due upon signing, and the remaining
half due upon delivery.

SCM does not take receipt of more than $500 in fees per client six (6) months in advance.

Employee Benefit Retirement Plan Services
The annual fee for plan services will be charged as a percentage of assets within the plan. Fees charged
range based on the Client’s needs, services, and assets managed. In no instance shall SCM’s fees
exceed 1.25% per year, charged quarterly in advance. The specific fee charged will be explicitly laid out
in the Client’s agreement.

The 3(38) fiduciaries referenced above in Item 4 charge a separate and distinct fee for their services, as
laid out and agreed to in the Client agreement.

Item 7 – Types of Clients

SCM provides services to individuals, high-net-worth individuals, trusts, estates, and corporations.