Daniel J. Fischer (“Solicitor”) has entered into an agreement with Halyard Asset Management, LLC, an investment adviser registered with the U.S. Securities and Exchange Commission (the “Adviser”), to refer potential clients to Halyard for investment management services.

The Adviser will provide compensation to Solicitor for prospective advisory clients introduced by Solicitor that enter into an investment advisory relationship with the Adviser.  The Adviser is obligated to pay a referral fee to Solicitor that is equal to 33% of the management, incentive, consulting or similar fees paid by you to the Adviser for investment advisory services so long as you remain an advisory client of the Adviser, for ten years from the effective date of the initial Investment Advisory Agreement (or similar agreement) between you and the Adviser.

Your advisory fee will not be increased as a result of this referral arrangement.  The referral fee paid by the Adviser to Solicitor is derived solely from compensation payable to the Adviser and no portion of the cost of the referral fee is passed on to you.

The Solicitor is not an advisory client of the Adviser or an investor in any private fund advised by the Adviser.  The Solicitor and the Adviser are not affiliated, and Solicitor is not authorized to provide investment advice or to otherwise act on behalf of the Adviser.

The Solicitor financially benefits from referring clients to the Adviser and the fees the Adviser pays Solicitor give Solicitor an incentive to refer clients to the Adviser. The Solicitor faces a conflict of interest in referring potential clients to the Adviser when other investment advisers may offer products or services that are equally or more appropriate for potential clients. No investment advisory agreement with the Adviser will become effective unless and until accepted by the Adviser in writing.

If you have any questions about the above, please feel free to contact Michael Kastner, Principal, at the Adviser at 914-437-5600 or mkastner@halyardmgmt.com.