Tannin Capital LLC

Item 5. Fees and Compensation
      Tannin Capital offers investment management services for an annual fee based on the amount of assets
      under the Firm’s management. This management will depend upon the services being provided including
      the type of securities that the Firm is recommending.

      For its Wealth Management Services, this management fee varies between 75 and 125 basis points (0.75 %
      – 1.25 %), depending upon the size and composition of a client’s portfolio, the type and amount of services
      rendered and the individual(s) providing the services.

      For clients who only use the Firm’s investment management services, the management fee varies in
      accordance with the following blended fee schedule:

      Investment Management Only – Equity and Balanced

                                   PORTFOLIO VALUE                       BASE FEE
                                     Up to $50,000,000                    0.50%
                                 $50,000,000 - $100,000,000               0.45%
                                $100,000,000 - $200,000,000               0.40%
                                $200,000,000 - $500,000,000               0.35%
                               $500,000,000 - $1,000,000,000              0.30%
                                   Above $1,000,000,000                  Negotiable

      Investment Management Only – High Grade Fixed Income

                                   PORTFOLIO VALUE                       BASE FEE
                                     Up to $50,000,000                    0.375%
                                 $50,000,000 - $100,000,000                0.35%
                                $100,000,000 - $200,000,000                0.30%
                                $200,000,000 - $500,000,000                0.25%
                               $500,000,000 - $1,000,000,000               0.20%
                                   Above $1,000,000,000                  Negotiable

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 Disclosure Brochure                                                                   Tannin Capital, LLC

      The Firm can be engaged to provide advice on high-yield credit and structured product portfolios for 0.75%
      of assets under management. In addition, the fees for the Sub-Management services will be agreed upon
      by clients through Envestnet or other platforms.

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
      being managed by Tannin Capital on the last day of the previous billing period. If assets are deposited into
      or withdrawn from an account after the inception of a billing period, the fee payable with respect to such
      assets is adjusted to reflect the interim change in portfolio value. 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 or unearned
      portion of the fee is charged or refunded to the client, as appropriate.

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
      percentage of cash for reasons other than the Firm's investment management decision. Additionally, for
      asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets,
      accommodation accounts, alternative investments, etc.), Tannin Capital may negotiate a fee rate that differs
      from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to
      recommend that clients engage Tannin Capital for additional services for compensation, including rolling
      over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute
      discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
      recommendations.

      Performance-Based Fees for Certain Alternative Strategies

      Tannin Capital also offers certain alternative investment strategies to certain qualified clients for a fee that
      include a performance-based fee. Under this arrangement, the Firm charges a fee based upon the
      performance of a client account, as well as an annual asset-based fee. The performance fee is equal to 15%
      of the annual net gains achieved in a client’s account. The performance fee is charged annually in arrears,
      based upon the net portfolio gains achieved on a calendar year basis. The annual asset-based fee of 1.00%
      is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by
      Tannin Capital on the last day of the previous billing period. If assets are deposited into or withdrawn from
      an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to
      reflect the interim change in portfolio value. 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 or unearned portion of the fee is
      charged or refunded to the client, as appropriate.

      Fee Discretion

      Tannin Capital 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
...

Item 7. Types of Clients
      Tannin Capital offers services to individuals, trusts, estates, banking and thrift institutions, corporations and
      business entities including other investment advisers using the Firm as a sub-advisor. In those situations,
      the investment adviser, and not that adviser’s clients, is the client of the Firm.

      Minimum Account Value

      As a condition for starting and maintaining an investment management relationship, Tannin Capital
      imposes a minimum portfolio value of $500,000. Tannin Capital may, in its sole discretion, accept clients
      with smaller portfolios 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. Tannin Capital only accepts clients with less
      than the minimum portfolio size if the Firm determines the smaller portfolio size will not cause a substantial
      increase of investment risk beyond the client’s identified risk tolerance. Tannin Capital may aggregate the
      portfolios of family members to meet the minimum portfolio size.