Thompson Capital Management LLC

Item 5 Fees and Compensation
As described in greater detail below, TCM charges different fees dependent upon the services
provided. The specific fees charged by any Client will be set forth in that Client's Agreement with the
Firm. TCM reserves the right to negotiate our compensation depending on the scope of our advisory
relationship, and we may charge higher or lower fees than are available from other firms for
comparable services.

    1. Fees Charged to Separately Managed Accounts

For its investment management services to SMA Clients, TCM typically receives an annual advisory
fee ranging from .0125% to 2.00% of Client assets under management and varies based on the
Agreement. Please see below the management fees for TCM's Investment Strategies:

                            Fee Schedule
            Strategy                  Management Fee
        Legacy Navigator                      0.125%
          Alpha Seeker                         1.00%
          Hedged Yield                         1.00%
          Tactical Beta                        1.00%
            Tactical Q                         1.00%
       EAFE Smart Index                        1.00%
        EEM Smart Index                        1.00%
        Hedge Disruptor                        2.00%

    a. Promoter Referred Separately Managed Accounts. For Clients who are referred to TCM via
    a promoter, the Firm pays the referror between 21% and 29% of the management fee earned from
    those clients. The total fee related to promoter referred managed accounts are the same as the
    management fees charged to other SMA Clients. See Item 14 for more information on Client
    Referrals.

    b. Financial Planning Managed Accounts. In consideration for implementing recommendations
    from a TCM financial plan, the Firm charges an average management fee of .83%.

The management fee for SMAs will be paid quarterly, or where applicable, daily in arrears and is
calculated as of the close of business on the last business day of the calendar quarter or day, as
applicable. The management fee for financial planning accounts is paid quarterly in advance and is
calculated as of the close of business on the last business day of the calendar quarter or day, as
applicable.

Unless otherwise requested by the Client in writing, fees are automatically deducted from the Client's
account by the custodian as soon as practicable following the end of each applicable period. Should a
quarterly-billed Client open an account during a quarter, the Firm's fee is prorated based on the
number of days that the account was open during the quarter. In the event the Firm's services for a
quarterly-billed Client are terminated mid-quarter, TCM will refund any pre-paid, unearned fees, and
any unpaid fees will be billed upon termination on a pro-rated basis. The number of days the account
was managed during the quarter until termination is used to determine the percentage of the
management fee earned (based on the total number of days in the quarter) and the balance is
refunded.

Fees are negotiable based on numerous factors. Should an SMA Client have more than one account
managed by the Firm, the Firm may elect at its sole discretion to aggregate the Client's accounts for
the purpose of computing management fees.

    2. Fees Charged to Third-Party Advisers ("TPA") for TCM's Sub-Advisory Services

TCM receives investment management fees based on the total assets in each TPA's Clients' accounts
for which TCM provides investment management services. TCM is paid the sub-advisory fees on a
quarterly basis by the TPA, either in advance or in arrears depending on the contractual arrangement.
The investment management fees paid to us vary dependent upon the TPA.

    3. Financial Planning Fees

Financial planning fees average 0.83% and are negotiated with each Client based on their needs,
objectives, and the complexity of their financial situation. In some cases, the Firm charges a fixed
quarterly fee ranging from $2,500 to $5,000 for financial planning services. The total estimated fee, as
well as the ultimate fee that TCM charges the Client is based on the scope and complexity of the
services provides, as well as the Client relationship. Financial planning fees are taken quarterly in
advance. Hourly-based planning may be offered to clients at the discretion of each advisor based on
the scope and complexity of the plan.

   4. Pension Consulting Services

Our advisory fees for these customized services will be negotiated with the plan sponsor or named
fiduciary on a case-by-case basis.

    5. Additional Expenses

TCM's fees are exclusive of brokerage commissions, transaction fees, custodial fees, and other related
costs and expenses, all of which are incurred by the Client. Please refer to Item 12 for additional
information regarding the factors we consider in selecting broker-dealers for Client transactions, and in
determining the reasonableness of their compensation.

    6. Related Conflicts

Any material conflicts of interest between Clients and TCM or our employees are disclosed in this
Brochure. If at any time, additional material conflicts of interest develop, TCM will provide our Clients
with written notification of those material conflicts of interest or an updated Brochure.

Item 7 Types of Clients
As noted in Item 4 above, TCM provides investment advisory services to SMA Clients who are retail
and high net worth investors. The Firm also provides subadvisory portfolio management services to
other investment advisers.

The minimum dollar value for establishing an advisory account is $100,000, although we may accept
lesser amounts at our discretion.

Advisory contracts for SMAs may be terminated at any time by either party with thirty days prior written
notice.