Smith Group Asset Management LLC

Item 5 – Fees and Compensation

Clients pay Smith Group a fee for managing portfolios (the "Advisory Fee") which is based upon
the market value of the portfolio, including cash equivalents, as determined at the close of the
last day of each quarter. In some instances, clients pay monthly or use a daily average balance to
calculate payments. In most cases, the Advisory Fee will be computed quarterly in arrears, and the
client will either authorize Smith Group to withdraw the fees from the portfolio or will be billed
for the fee. For certain accounts, when specified by the client, fees are billed in advance. In these
cases, if a client closes their account during the billing period, pro-rated fees will be calculated
and refunded to the client as specified in their advisory agreement.

Clients pay according to the fee schedule as specified in their Investment Advisory Agreement.
Based on the mandate size and client servicing requirements, fees may be negotiated to a level
lower than the Maximum Advisory fee schedule outlined below for each Smith Group strategy.
Fees charged for separate accounts are based on the assets under management and are
negotiated between Smith Group and the client.

Maximum Advisory Fee Schedules (per annum) are as follows:

Cantor Fitzgerald Large Cap Focused (f/k/a Large Cap Focused Equity)

  Fee Type              Fee Structure
  Management Fee        0.60% on all managed assets
  Only
  Management Fee        0.25% of managed assets and +25% of the excess return over the
  plus, Performance     benchmark charged quarterly in arrears for the previous trailing
  Based Fee             twelve-month period

Cantor Fitzgerald Global Equity (f/k/a Global Equity)
Cantor Fitzgerald International Equity (f/k/a International Equity)

  Fee Type              Fee Structure
  Management Fee        1.00% on all managed assets
  Only
  Management Fee        0.25% of managed assets and +25% of the excess return over the
  plus, Performance     benchmark charged quarterly in arrears for the previous trailing
  Based Fee             twelve-month period

                              Smith Group Asset Management, LLC

Cantor Fitzgerald Large Cap Diversified Growth (f/k/a Large Cap Diversified Growth)

  Fee Type              Fee Structure
  Management Fee        0.50% all assets
  Only
  Management Fee        0.25% of managed assets and +25% of the excess return over the
  plus, Performance     benchmark charged quarterly in arrears for the previous trailing
  Based Fee             twelve-month period

For qualified clients, and at the client's option, the management fee may be charged as a
combination of a percentage of assets under management plus a performance-based fee. The
fees to be charged for this service will be determined by the client's individual circumstances and
will never exceed 25% of the account's excess return over the benchmark. Once agreed upon with
the client, the actual fees will be documented in the client’s investment advisory agreement.The
performance fee offered for the Large Cap Focused; Global Equity, International Equity and Large
Cap Diversified Growth products are paid based on the performance produced within the client’s
account. Anyone considering the use of this type of fee should be aware that it might encourage
the manager to take an undue amount of risk with the client’s capital in order to potentially
increase the fee paid to the manager. Although Smith Group carefully monitors the risk level of
each client’s portfolio, the potential does exist for clients using the variable fee to have a higher
risk level than if that fee were not used. Although there is potential for increased risk associated
with the use of performance-based fees, Smith Group maintains policies and procedures designed
to mitigate such a risk, including those related to investment allocations.

Cantor Fitzgerald Dividend Growth (f/k/a Dividend Growth)

  Fee Type               Fee Structure
  Management Fee         0.50% on all managed assets
  Only

Cantor Fitzgerald Small Cap Focused (f/k/a Small Cap Growth)

  Fee Type               Fee Structure
  Management Fee         0.75% on all managed assets
  Only

Smith Group fees are exclusive of brokerage commissions, transaction fees, custodial fees and
other related costs and expenses which may be charged by non-affiliated firms to transact trades
and provide custodial services to the client. In addition, mutual funds and exchange traded funds
also charge internal management fees, which are disclosed in a fund’s prospectus.

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

                             Smith Group Asset Management, LLC

Smith Group may, however, in its sole and absolute discretion, waive the payment of all or part
of the performance fee payable with respect to any Client (including people employedby Smith
Group and its affiliated people as Smith Group determines is appropriate).

Portfolio values are computed quarterly based on the quarter end market value and multiplied
by the applicable percentage/basis points. This amount is then divided by four (4) and deducted
from the portfolio value unless the client chooses to be billed for the fee. All fees and payment
specifications are detailed in the client’s investment advisory agreement.

Item 12 further describes the factors that Smith Group considers in selecting or recommending
broker dealers for client transactions and determining the reasonableness of their compensation
(e.g., commissions).

Most Favored Nation Clauses for Institutional Separate Accounts

Certain Institutional Separate Account clients have negotiated “most favored nation” clauses in
their investment advisory agreements with Smith Group. These clauses may require Smith Group
to decrease the fees charged to the “most favored nation” client whenever Smith Group enters
...

Item 7 – Types of Clients

Smith Group provides portfolio management services to individuals, high net worth individuals,
banking and thrift institutions, investment companies including mutual funds, corporate pension
and profit-sharing plans, multi-employer plans, other pooled investment vehicles, charitable
institutions, corporations, and businesses not listed above, state, or municipal government
entities, WRAP platforms and UMA’s.

Smith Group principals, employees and affiliates may invest in Smith Group managed strategies,
mutual funds and private funds which could create an incentive for Smith Group to favor those
accounts over other clients. Although a potential for conflict of interest does exist, Smith Group
maintains policies and procedures designed to mitigate these conflicts.