Werlinich Asset Management LLC

Item	5	–	Fees	and	Compensation

In	certain	circumstances,	some	of	Adviser's	fees,	account	minimums	and	their	applications	to
family	circumstances	may	be	negotiable.	Minimum	account	sizes	may	also	be	waived	when	a
person	demonstrates	an	ability	to	meet	the	minimum	account	size	in	a	reasonable	period	of	time
through	additional	contributions.

The	specific	manner	in	which	fees	are	charged	by	WAM	is	established	in	a	client’s	written
agreement	with	WAM.		WAM	will	generally	bill	its	fees	on	a	quarterly	basis.		Investment
Management	clients	will	be	billed	in	arrears	at	the	beginning	of	each	new	calendar	quarter	based
upon	the	market	value	of	the	client’s	account	at	the	end	of	the	previous	quarter.	Clients	may	elect
to	be	billed	directly	for	fees	or	authorize	WAM	to	directly	debit	fees	from	client	accounts.	New
accounts	are	charged	a	prorated	fee	for	the	remainder	of	the	quarter	in	which	the	account	is
opened	(date	assets	transferred	in).	Advisory	fees	shall	apply	to	accrued	interest	and	shall	apply
to	cash	balances	unless	negotiated	or	agreed	upon	otherwise.

A	client	agreement	may	be	canceled	at	any	time,	by	either	party,	for	any	reason	upon	receipt
of	10	days	prior	written	notice.	In	the	event	of	withdrawal	of	funds	or	the	termination	of	any
account,	any	fees,	or	other	expenses	associated	with	rebalancing	or	liquidating	the	account
holdings	may	be	assessed	to	the	client’s	account. Termination	of	an	agreement	will	not	affect	(a)
the	validity	of	any	action	previously	taken	by	WAM	under	the	agreement;	(b)	liabilities	or
obligations	of	the	parties	from	transactions	initiated	before	termination	of	the	agreement;	or	(c)
the	client’s	obligation	to	pay	advisor	fees.	On	the	termination	of	the	agreement,	WAM	will	have	no
obligation	to	recommend	or	take	any	action	with	regard	to	the	securities,	cash	or	other
investments	in	a	client’s	account.

WAM’s	fees	are	exclusive	of	brokerage	commissions,	transaction	fees,	and	other	related	costs
and	expenses	which	shall	be	incurred	by	the	client.	Clients	may	incur	certain	charges	imposed	by
custodians,	brokers,	third	party	investment	and	other	third	parties	such	as	fees	charged	by
managers,	custodial	fees,	odd-lot	differentials,	transfer	taxes,	wire	transfer	and	electronic	fund
fees,	and	other	fees	and	taxes	on	brokerage	accounts	and	securities	transactions.	Mutual	funds
and	exchange	traded	funds	also	charge	internal	management	fees,	which	are	disclosed	in	a	fund’s
prospectus.	These	fees	will	generally	include	a	management	fee,	other	fund	expenses,	and	a
possible	distribution	fee.	If	the	fund	also	imposes	sales	charges,	a	client	may	pay	an	initial	or
deferred	sales	charge.	All	fees	paid	to	WAM	for	investment	advisory	services	are	separate	and
distinct	from	the	fees	and	expenses	charged	by	mutual	funds	and	ETFs	to	their	shareholders.	A
client	could	invest	in	a	mutual	fund	or	ETF	directly,	without	the	services	of	Adviser.	In	that	case,
the	client	would	not	receive	the	services	provided	by	Adviser	which	are	designed,	among	other
things,	to	assist	the	client	in	determining	which	mutual	fund	or	funds	are	most	appropriate	to
each	client’s	financial	condition	and	objectives.	Accordingly,	the	client	should	review	both	the
fees	charged	by	the	funds	and	the	fees	charged	by	Adviser	to	fully	understand	the	total	amount	of
fees	to	be	paid	by	the	client	and	to	thereby	evaluate	the	advisory	services	being	provided.
Such	charges,	fees	and	commissions	are	exclusive	of	and	in	addition	to	WAM’s	fee,	and	WAM
shall	not	receive	any	portion	of	these	commissions,	fees,	and	costs.

Item	12	further	describes	the	factors	that	WAM	considers	in	recommending	broker-dealers	for
client	transactions	and	determining	the	reasonableness	of	their	compensation	(e.g.,
commissions).

Advisory	Fees

Investment	Management	Services:

Clients	are	charged	either	hourly	fees,	a	variable	fee	based	on	the	percentage	of	assets	managed
or	a	fixed	monthly	fee	according	to	an	Investment	Management	Agreement.	The	fees	are
calculated	based	on	the	prices	of	securities	on	the	last	trading	day	of	each	quarter,	i.e.	March	31,
June	30,	September	30	and	December	31.

Accounts	are	billed	as	follows:

Investment	Management	Services:

   •   Level	I:	Up	to	$50,000	in	balances.	Fixed	fee	of	$50.00	per	month,	billed	quarterly.
   •   Level	II:	$50,001	to	$100,000	in	balances.	Fixed	fee	of	$100.00	per	month,	billed
       quarterly.
   •   Level	III:	$100,001	to	$150,000	in	balances.	Fixed	fee	of	$150.00	per	month,	billed
       quarterly.
   •   Level	IV:	$150,001	to	$200,000	in	balances.	Fixed	fee	of	$200.00	per	month,	billed
       quarterly.
   •   Level	V:	$200,001	to	$250,000	in	balances.	Fixed	fee	of	$250	per	month,	billed	quarterly.
   •   Silver	Level:	$250,001	to	$1,000,000	in	balances.	Annual	fee	of	1.125%	of	account	value,
       with	a	minimum	monthly	fee	of	$250.00	per	month,	billed	quarterly.
   •   Gold	Level:	$1,000,001	to	$5,000,000	in	balances.	Annual	fee	of	1.00%	of	account	value,
       with	a	minimum	monthly	fee	of	$950.00	per	month,	billed	quarterly.
   •   For	balances	in	excess	of	$5,000,000	the	fee	schedule	is	available	upon	request.

WAM	generally	requires	a	minimum	account	size	of	$1,000,000	for	new	Investment	Management
clients.	This	account	size	may	be	negotiable	under	certain	circumstances.

From	time-to-time	WAM	may	be	hired	to	work	on	an	hourly	basis.	In	such	cases,	the	standard
consultation	fee	is	$150	per	hour.

WAM	is	a	fiduciary	under	ERISA	with	respect	to	investment	management	services	and
investment	advice	provided	to	any	ERISA	Clients,	including	ERISA	plan	participants.		WAM	is	also
a	fiduciary	under	the	Internal	Revenue	Code	(the	“IRC”)	with	respect	to	investment	management
services	and	investment	advice	provided	to	ERISA	plans,	ERISA	plan	participants,	IRA	owners
and	IRAs.	As	such,	WAM	is	subject	to	specific	duties	and	obligations	under	ERISA	and	the	IRC	that
include,	among	other	things,	prohibited	transaction	rules	which	are	intended	to	prohibit
...

Item	7	–	Types	of	Clients

WAM	provides	services	to	individuals,	trusts	and	charitable	foundations.	WAM	also	offers
services	to	pension	plans,	estates	and	corporations.

WAM	generally	requires	a	minimum	account	size	of	$1,000,000	for	Investment	Management
Services.	This	minimum	account	size	may	be	negotiable	under	certain	circumstances.