Up North Financial LLC

Item 5. Fees and Compensation
         UNF offers its services on a fee basis, which include fixed fees as well as fees based upon assets under
         management.

         Financial Planning and Consulting Fees

         UNF charges a fixed fee for financial planning and consulting services. These fees are negotiable, but
         generally range up to $5,000, depending upon the level and scope of the services and the professional
         rendering the financial planning and/or the consulting services. If the client engages UNF for additional
         investment advisory services, UNF may offset all or a portion of its fees for those services based upon the
         amount paid for the financial planning and/or consulting services.

         Prior to engaging UNF to provide financial planning and/or consulting services, the client is required to enter
         into a written agreement with UNF setting forth the terms and conditions of the engagement. Generally,
         UNF requires one-half of the financial planning and/or consulting fee (estimated fixed fee) payable upon
         entering the written agreement. The balance is generally due upon delivery of the financial plan or
         completion of the agreed upon services.

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         Up North Financial, LLC Disclosure Brochure

         Investment Management Fee

         UNF provides investment management services for an annual fee based upon a percentage of the market
         value of the assets being managed by UNF. UNF’s annual fee is exclusive of, and in addition to brokerage
         commissions, transaction fees, and other related costs and expenses which are incurred by the client. UNF
         does not, however, receive any portion of these commissions, fees, and costs. UNF’s annual fee is prorated
         and charged quarterly, in advance, based upon either the market value of the assets being managed by
         UNF on the last day of the previous quarter, or an agreed upon fixed fee. The annual fee varies (between
         0.25% and 2.00% for asset-based fees and between $5,000 and $30,000 for fixed fees) depending upon
         the market value of the assets under management, net worth of the client and the type of investment
         management services to be rendered. Additionally, for asset management services the Firm provides with
         respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative
         investments, etc.), UNF can 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 UNF 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.

         Fee Discretion

         UNF, in its sole discretion, may negotiate to charge a lesser management fee based upon certain criteria
         (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
         managed, related accounts, account composition, pre-existing client, account retention, pro bono activities,
         etc.).

         Fees Charged by Financial Institutions

         As further discussed in response to Item 12 (below), UNF recommends that clients utilize the brokerage
         and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) for investment management
         accounts.

         UNF may only implement its investment management recommendations after the client has arranged for
         and furnished UNF with all information and authorization regarding accounts with appropriate financial
         institutions.   Financial institutions include, but are not limited to, Fidelity, any other broker-dealer
         recommended by UNF, broker-dealer directed by the client, trust companies, banks etc. (collectively
         referred to herein as the “Financial Institutions”).

         Clients may incur certain charges imposed by the Financial Institutions and other third parties such as
         custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are 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. Additionally, for assets outside of any wrap fee programs, clients

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         Up North Financial, LLC Disclosure Brochure

         may incur brokerage commissions and transaction fees.            Such charges, fees and commissions are
         exclusive of and in addition to UNF’s fee.

         Fee Debit

         UNF’s Agreement and the separate agreement with any Financial Institution may authorize UNF to debit
         the client’s account for the amount of UNF’s fee and to directly remit that management fee to UNF. Any
         Financial Institution recommended by UNF have agreed to send a statement to the client, at least quarterly,
         indicating all amounts disbursed from the account including the amount of management fees paid directly
         to UNF.

         Fees for Management During Partial Quarters of Service

         For the initial period of investment management services, the fees are calculated on a pro rata basis.
...

Item 7. Types of Clients

         UNF provides its services to individuals, high net worth individuals, pension and profit sharing plans,
         corporations and business entities.

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          Up North Financial, LLC Disclosure Brochure