Strategic Probability Partners LLC

Item 5. Fees and Compensation
      Investment Management Fees

      SPP offers investment management services for an annual fee based on the market value of assets under
      the Firm’s management. Any planning advice and guidance provided by the Firm are included in the
      investment management fee. This management fee generally varies in accordance with the following fee
      schedule:

                                            Direct Investment Management
                                  PORTFOLIO VALUE                        BASE FEE
                                      First $5,000,000                      0.75%
                                      Next $2,500,000                       0.50%
                                      Next $2,500,000                       0.00%
                                      Next $10,000,000                      0.40%
                                      Next $30,000,000                      0.25%
                                     Above $50,000,000                      0.20%

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 Disclosure Brochure                                         Strategic Probability Partners, LLC
                                                  Sub-Advisory Fees
      SPP may also act as a sub-advisor to other unaffiliated advisers. SPP charges a negotiated sub-advisory fee
      for providing such services to such sub-advisory client firms and their clients, and do not exceed any limit
      imposed by any regulatory agency. Currently our sub-advisory fees average 0.25% (25 basis points).
      Sub-advisory client firms charge and collect our SPP sub-advisory fee directly from their client accounts,
      based on the value of assets placed in SPP strategies. SPP does not share such sub-advisory fees with sub-
      advisory client firms, nor does SPP share in any of the advisory fees charged by sub-advisory client firms
      for their own services to their own clients. This relationship is memorialized in each contract between SPP
      and sub-advisory client firms.
      The annual fee is prorated and charged monthly, in arrears, based on the average business day billable
      market value at the end of each month. For the initial period of an engagement, the fee is calculated
      on a pro rata basis. In the event the Advisory Agreement is terminated, the fee for the final billing
      period is prorated through the effective date of the termination and the outstanding portion of the fee is
      charged to the client, as appropriate.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), SPP may negotiate a fee rate that
      differs from the range set forth above.

      Fee Discretion

      In very limited circumstances, SPP may, in its sole discretion, negotiate to charge a lesser fee based upon
      certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar
      amount of assets to be managed, related accounts, account composition, pre-existing/legacy client
      relationship, account retention and pro bono activities.

      Additional Fees and Expenses

      In addition to the advisory fees paid to SPP, clients may also incur certain charges imposed by other third
      parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
      (collectively “Financial Institutions”). These additional charges may include securities brokerage
      commissions, transaction fees, custodial fees, charges imposed directly by a mutual fund or ETF in a
      client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund
      expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund
      fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage
      practices are described at length in Item 12, below.

      Direct Fee Debit

      Clients generally provide SPP with the authority to directly debit their accounts for payment of the
      investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts,

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 Disclosure Brochure                                           Strategic Probability Partners, LLC
      from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients
      not less than quarterly detailing all account transactions, including any amounts paid to SPP. Where
      required, SPP also sends to clients a written invoice itemizing the fee, including the formula used to
      calculate the fee, the time period covered by the fee and the amount of assets under management on
      which the fee was based.

      Account Additions and Withdrawals

      Clients may make additions to and withdrawals from their account at any time, subject to SPP’s right to
      terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to
      liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients
      may withdraw account assets on notice to SPP, subject to the usual and customary securities settlement
      procedures. However, the Firm generally designs its portfolios as long-term investments and the
      withdrawal of assets may impair the achievement of a client’s investment objectives. SPP may consult
      with its clients about the options and implications of transferring securities. Clients are advised that when
      transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees,
      fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications.

Item 7. Types of Clients

      SPP offers services to individuals, high net worth individuals, endowments and foundations.

      Minimum Account Fee

      As a condition for starting and maintaining an investment management relationship, SPP generally imposes
      a minimum annual fee of $37,500. This minimum fee may cause clients with smaller portfolios to incur an
      effective fee rate that is higher than the Firm’s stated fee schedule. SPP may, in very limited circumstances,
      in its sole discretion, elect to waive its minimum fee based upon certain criteria, including anticipated
      future earning capacity, anticipated future additional assets, dollar amount of assets to be managed,
      related accounts, account composition, pre-existing client, account retention, and pro bono activities.