Sophis Investments LLC

FEES AND COMPENSATION

                Sophis Investments charges clients an annual management fee, ranging from one percent
to two percent of assets under management, depending on the client’s investment policy mandate. Fees
are not negotiable. However, fees are waived for employee accounts and certain family accounts. Other
waivers may be granted at the discretion of Sophis Investments.

                 Clients pay management fees quarterly in arrears. Quarterly payments are based on the
value of assets under management on the last business day of the quarter, and are computed at one-fourth
of the annual management fee. Generally, for a new client, the fee for the quarter will be pro-rated based
upon the number of calendar days in the calendar quarter from the latter of the effective date of the
executed agreement or the date the account is funded. Sophis Investments may, at its discretion, agree to
accept payment of management fees quarterly in advance. For a terminating client, the fee for the quarter
will be pro-rated over the period during which the contract was in effect in accordance with provisions in
such client’s agreement. For most clients, Sophis Investments calculates, reviews, approves and submits
quarterly fees to the custodian, and the custodian deducts the fees directly from the client's custodial
account(s), in accordance with client advisory and custodial agreement provisions. However, clients can
elect to pay fees via a check or wire.

                  Sophis Investments also offers certain qualified clients the option to pay a performance-
based fee (in lieu of a management fee), equal to 10% to 20% of the net capital increase of a client’s
account earned over an agreed upon accounting period, typically payable in arrears quarterly. This
amount is assessed against any realized and unrealized net profits, subject to a standard loss carryforward
provision (i.e. a “high watermark”) designed to ensure that any prior losses are recouped before any
performance-based fee is payable. The Adviser may waive or reduce the performance-based fee with
respect to the capital accounts of any client at its sole discretion.

                In addition to any management fees, or performance-based fees, charged by Sophis
Investments, clients will incur trading costs and custodial fees (please refer to the Brokerage Practices
section for more information). To the extent that clients’ accounts are invested in mutual funds or
exchange-traded funds, those funds pay a separate layer of management fees, trading, administrative, and
other expenses which are described in each respective fund’s offering documents (i.e., prospectus).

                  In response to adverse or unusual market, economic, political, or other conditions as
determined by the Adviser, Sophis Investments may take temporary defensive positions (e.g., cash) for
clients. At these times, clients must be aware that there are less expensive alternatives available for cash
management.

Part 2 of Form ADV                                                                                             2

TYPES OF CLIENTS

                Sophis Investments provides investment advisory and portfolio management services
primarily to high net worth individuals, individuals, trusts, estates, endowments, foundations, charitable
organizations, pooled investment vehicles, and corporations or other businesses.

Part 2 of Form ADV                                                                                           4