Sidoxia Capital Management LLC

Item 5: Fees and Compensation
Fee Schedule for Portfolio Management Services

The annual fee for portfolio management services will be charged as a percentage of assets under management,
according to the following schedule:

                 Assets Under Management                       Annual Fee (%)
                     $500,000 - $2,000,000                        1.25%
                    $2,000,001 - $3,000,000                       1.00%
                      Above $3,000,000                            0.75%

A minimum of $500,000 of assets under management is required for this service. The minimum account size
may be negotiable under certain circumstances. Sidoxia may combine related client accounts for purposes of
calculating the minimum account size and advisory fees applicable to the client. Sidoxia also generally
requires a minimum annual fee of $5,000. This minimum annual fee requirement may compel Sidoxia to
refuse offering services to clients not meeting Sidoxia’s minimum asset thresholds. The minimum annual fee
may also be negotiable under certain circumstances, including accounts invested in the Fusion ETF Focus
strategy.

Billing Method

Portfolio Management Services client accounts are directly deducted one fourth of the annual fee, as
authorized, in arrears at the beginning of each calendar quarter based upon the value (market value or fair
market value in the absence of market value), of the client's account at the end of the previous quarter. The
client authorizes the custodian to pay Sidoxia’s advisory fee from the client’s account(s). If there are intra-
quarter cash inflows or outflows, a prorated management fee deduction or credit is applied in order to calculate
the appropriate time-weighted fee. For new clients, the first pro-rata payment is determined based upon the
first day assets are deposited or transferred into the client account. At our discretion, we may make pro-rated
adjustments to the quarterly billing for significant withdrawals from the client’s account during a quarter. The
client’s quarterly fee calculation would reflect any pro-rated adjustments for the quarter. The custodian
provides the client with access to account statements, which indicate all amounts paid out of the account,
including the amount of advisory fees paid to Sidoxia. The client is responsible for verifying the accuracy of
the fee calculation and should contact Sidoxia if they have questions about the invoice. In rare circumstances,
if approved by Sidoxia, a client account may pay an invoice out of a non-managed account. Sub-advisor fees
relating to Balboa clients will be charged in arrears and collected by Balboa, and subsequently delivered to
Sidoxia.

Other Fees and Expense

Overall fees received by Sidoxia do not include fees and expenses charged by custodians or imposed by
broker dealers. Such fees may include, but are not limited to, any transaction charges, fees for duplicate
statements and transaction confirmations, and fees for electronic data feeds and reports. Any brokerage
commissions, stock transfer fees, and other similar charges that are incurred in connection with
transactions for a client’s account will be paid out of the assets in the client’s account and are in addition to
the fees the client pays to Sidoxia.

In addition, any mutual fund shares or exchange traded funds (ETFs) held in a client’s account may be
subject to deferred sales charges, 12b-1 fees, and other fund-related expenses. Each fund’s prospectus fully
describes the fees and expenses. All fees paid to Sidoxia for portfolio management services are separate and
distinct from the fees and expenses charged by mutual funds. Mutual funds pay advisory fees to their
managers, which are indirectly charged to all holders of the mutual fund shares. Consequently, clients with
mutual funds in their portfolios are effectively paying both Sidoxia and the mutual fund manager for the
management of their assets. Accordingly, the client should review both the fees charged by the funds and the
fees charged by Sidoxia to fully understand the total amount of fees to be paid by the client and to thereby
evaluate the advisory services being provided. A client could invest in a mutual fund directly, without the
services of Sidoxia. In that case, the client would not receive the services provided by Sidoxia which are
designed, among other things, to assist the client in determining which mutual fund or funds are most
appropriate to each client's financial condition and objectives.

Sidoxia does not accept compensation for the sale of securities or other investment products, including asset-
based sales charges or service fees from the sale of mutual funds. This practice presents a conflict of interest
and provides advisors an incentive to recommend investment products based on the compensation received,
rather than on a client’s needs.

Sidoxia as a Fee-Only Advisor

Sidoxia Capital Management, LLC operates as a ―fee-only investment advisor, and therefore Sidoxia
receives no commissions or sells no commissioned products. Sidoxia currently receives no fees for client
referrals to other entities. Sidoxia Capital Management, LLC has the ability to pay referral fees to
introducing brokers for new Slome Sidoxia Fund, LP client introductions, and to other marketing partners
that offer Sidoxia’s investment management services. To the extent any future conflicts of interest arise, the
relevant issues will be disclosed in this brochure that will be made available to existing and prospective
clients. Sidoxia has the ability to pay referral fees to third-party entities, which may assist Sidoxia in securing
new clients.

Fees for Consulting Services

Sidoxia’s consulting fees will be calculated based on a charge of $300.00 per hour. The length of time it will
take to complete the consulting service will depend on the nature and complexity of the individual client's
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