Waverly Advisors LLC

Item 5       Fees and Compensation

5(A) Methods of Compensation and Fee Schedule

Non-Funds Related Assets Based Fees

Investment advisory fees compensate a range of services, including investment advice, portfolio management and
financial advice (including Financial Planning), and can vary based on objective and subjective factors including
the market value of the client's Assets Under Management or Assets Under Advisement, the type of investments
involved, the office location of the servicing advisors, the complexity of the engagement, and the level or scope of
services provided.

     (1) Advisory Fee for Investment Management Services and Advisement Services

Our fee for ongoing Investment Management Services and Advisement Services to a particular client (“Advisory

Fee”) is calculated as follows. Relevant details relating to the calculation of Advisory Fee are set forth in a fee
schedule exhibit to the applicable Investment Advisory Agreement (“Fee Schedule”).

(a) Percentage Based Advisory Fee

Certain new clients are billed an Advisory Fee, subject to any applicable annual minimum, which is calculated
based on a flat percentage Fee Schedule or a declining marginal percentage Fee Schedule. The particular
percentages in such Fee Schedules range from 0.25% to 1.5% of the total Assets Under Management (and, if
applicable, Assets Under Advisement).

     (i)     Declining Marginal Percentages Advisory Fee

     Certain new clients are billed an Advisory Fee, subject to any applicable annual minimum, calculated
     on a declining marginal percentage Fee Schedule with marginal percentages ranging from 0.25% to
     1.5% of billable Assets per year. The quarterly Advisory Fee, payable in advance, equals the sum of
     each portion of the aggregate value of billable Assets falling within a marginal range (as of the last day
     of the preceding period) times one quarter of the corresponding marginal annual percentage. If an
     account's balances do not download electronically into our portfolio management application, the fee is
     instead calculated on the latest value stated on the last statement received or downloaded for such
     account.

     (ii)    Flat Percentage Advisory Fee

     Certain clients are billed an Advisory Fee, subject to any applicable annual minimum, at a flat
     percentage ranging from 0.25% to 1.5% per year of Assets Under Management and, if applicable,
     Assets Under Advisement.

     (iii)   Additional Percentage Fee related to Certain Investment Strategies

Assets Under Management invested in certain investment strategies, currently limited to Waverly Equity Strategies
and Options Overlay Strategies, are subject to (1) the Advisory Fee otherwise regularly applicable to Assets Under
Management pursuant to the applicable Investment Advisory Agreement, plus (2) a 0.25% annual percentage rate.

(b) Negotiated Fixed Dollar Amount Advisory Fee

Certain clients are billed a fixed dollar amount Advisory Fee. The amount of the fixed dollar Advisory Fee is subject
to negotiation and agreement between Adviser and each applicable client and may be adjusted periodically.

(c) Other Advisory Fee Types

Certain clients are billed an Advisory Fee combining two or more of the fee types described above (e.g., a fixed
dollar amount plus a percentage-based fee on Assets Under Management and, if applicable, Assets Under
Advisement).

(d) General Advisory Fee Related Terms

Generally, the Advisory Fee is deducted from one or more of the client's accounts by the qualified custodian upon
Adviser's payment request and paid to Adviser in compliance with regulatory procedures, as expressly authorized
in the Investment Advisory Agreement (and often in a separate client authorization to the custodian, which remains
valid until revoked in writing). Each client can expect to receive from the custodian, at least quarterly, a statement
indicating amounts disbursed, including any Advisory Fee. In certain situations, at our discretion, the Advisory Fee
calculated with respect to Assets at one custodian may be deducted from Assets at another custodian; in limited
circumstances at the client's request, Adviser will bill the client directly, with payment due promptly upon receipt of
invoice.

Adviser deducts fees and/or bills clients periodically, in advance or in arrears, according to the signed Investment
Advisory Agreement. Adviser generally does not bill or reimburse for intra-period additions or withdrawals but may
do so in exceptional circumstances if expressly set forth in the agreement.

Retirement plans managed by Adviser are billed in arrears (based on the plan's average daily balance or on period-
end assets) or in advance, depending on the applicable program.

Our annual Advisory Fee is generally payable quarterly, in advance or arrears per the signed Investment Advisory
Agreement and generally is invoiced and deducted during the month following the most recently ended billing
period, with each invoice uploaded to the client portal. If a custodian does not pay the Advisory Fee upon Adviser's
request, the client must pay promptly upon receipt of a written invoice. The Investment Advisory Agreement
continues until terminated upon written notice by either party in accordance with its terms. Clients incur a pro rata
charge for services rendered prior to termination; if the Advisory Fee was paid in advance, the client receives a
pro-rated refund for the unexpired portion of the billing period, paid as soon as reasonably possible (but not sooner
than ten business days after receipt of the termination notice), and if paid in arrears, Adviser bills the pro-rated
portion through the effective time of termination.

Private Investment Fund Fees

The advisory fees for the Affiliate Private Investment Funds are outlined in the respective private fund governing
documents and are based on the reporting by the third-party manager of the underlying private investment fund.
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Item 7       Types of Clients

As described in Item 4(B)(1) above, Adviser provides investment advisory services to Separate Account Clients
and Pooled Investment Clients.

Although Adviser provides investment advisory services to various types of clients, Investment Management
Services are conditioned upon meeting certain minimum criteria established by Adviser for each of the investment
programs it offers. For information on any minimum fees, minimum initial/ongoing account balances, or other
conditions Adviser may impose, please refer to Item 5 – Fees and Compensation.

Each fund’s offering materials disclose the minimum investment that a fund will accept. The fund’s general partner,
manager or investment adviser may, in its sole discretion, increase or decrease the minimum investment amount
for any investor in a particular fund. Prior to investing in a fund, an investor must complete a subscription agreement
containing representations needed to establish the investor’s eligibility to invest in the fund.