1492 Capital Management LLC

Item 5          Fees and Compensation

      The annualized fee for Small Cap Growth and Small Cap Value Portfolio Management Services will be charged as
      a percentage of assets under management according to the following schedule:

                    Assets Under Management                                                    Annual Fee
                      First $25 million                                                          1.00%
                      Second $25 million                                                         0.90%
                      Assets in excess of $50 million                                            0.80%

      The annualized fee for Small Cap Core Alpha Portfolio Management Services will be charged as a percentage of
      assets under management according to the following schedule:

                    Assets Under Management                                                    Annual Fee
                      First $25 million                                                          1.25%
                      Assets in excess of $25 million                                            1.00%

      The annualized fee for the Wealth Management Services will be charged as a percentage of assets under
      management according to the following schedule:

                    Assets Under Management                                                    Annual Fee
                     No Limit (Flat)                                                              1.00%

      The fees are billed in arrears at the end of each calendar quarter. Fees are calculated using the month end value
      of the client’s account at the end of each calendar month and applying the management fee rate to that value.
      The calculated amounts for the three months during the quarter just ended are summed to compute an aggregate
      quarterly fee. Fees will be prorated for a partial month if the account is opened or closed during the month. Also,
      fees will be deducted from the client’s account in accordance with the client authorization in the Client Services
      Agreement unless some other payment method is agreed upon. 1492 Capital Management, LLC does not allow
      clients to prepay fees.

      Limited Negotiability of Advisory Fees: Although 1492 Capital Management, LLC has established the
      aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client basis.
      Client facts, circumstances and needs will be considered in determining the fee schedule. These include the
      complexity of the client, assets to be placed under management, anticipated future additional assets, related
      accounts, portfolio style, account composition, reports, among other factors. The specific annual fee schedule
      will be identified in the contract between us and each client.

1492 CAPITAL MANAGEMENT, LLC ~ DISCOVERING OPPORTUNITY THROUGH THEMATIC INVESTING                                   BROCHURE (ADV PART 2A)

      We may group certain related client accounts for the purposes of achieving the minimum account size
      requirements and determining the annualized fee.

      Discounts, not generally available to our advisory clients, may be offered to family members and friends of
      associated persons of our firm.

      Additional Fees and Expenses: In addition to our advisory fees, clients incur custodian, brokerage and transaction
      fees. We may invest in open-end mutual funds and exchange-traded funds (“ETF’s”) or similar investments on
      behalf of client accounts. Where client assets are invested in these types of vehicles, there will be an indirect
      management fee payable through the third-party investment vehicle. Please refer to the "Brokerage Practices"
      section (Item 12) below. Clients whose assets are managed pursuant to a performance fee arrangement are also
      responsible for those fees according to the methodology described in the advisory agreement.

      Model Portfolio Management Services: 1492 Capital Management also provides portfolio management models
      to model portfolio program sponsors and in so doing is paid a fee that is less than the fee schedules listed above.
      In these arrangements, 1492 Capital Management is not responsible for trade execution, trade timing, broker
      selection, recordkeeping or any other aspect of client service.

      Generally, accounts will be invoiced in arrears at the end of each calendar quarter based upon the value of the
      client’s account at the end of the previous quarter or based on the average account value during the previous
      quarter. There may be broker-dealer platforms that bill their clients in advance for utilizing our Model Portfolio
      Management Services.

      Wrap Fee Programs and Separately Managed Account Fees: 1492 Capital Management provides investment
      advisory services to wrap fee program accounts offered by program sponsors and the fees and features will vary
      by program. Clients participating in separately managed account wrap programs will be charged various program
      fees in addition to the advisory fee charged by us. Such fees may include the investment advisory fees of the
      independent advisers, which may be charged as part of a wrap fee arrangement. In a wrap fee arrangement,
      clients typically pay a single fee for advisory, brokerage and custodial services. Client’s portfolio transactions may
      be executed without commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client
      should also consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of
      portfolio activity in the client’s account, and other factors, the wrap fee may or may not exceed the aggregate
...

Item 7          Types of Clients

      1492 Capital Management, LLC generally provides advisory, wealth management and financial planning consulting
      services to the following types of clients:
           Individuals (other than high net worth individuals)
           High net worth individuals
           Pension and profit-sharing plans (other than plan participants)
           Charitable organizations and foundations
           Corporations or other businesses not listed above

      Additionally, 1492 Capital Management may also provide model portfolio recommendations to sponsors of
      managed account programs.