AZ Apice Capital Management LLC

Item 5 – Fees and Compensation

Description

              AZ Apice Capital Management LLC bases its fees on a percentage of assets under
              management, hourly charges, or fixed fees.

              Some fees can be priced on an hourly basis (i.e. in connection with a client’s request to
              review existing portfolios).

              Some fixed fees can be priced based on the complexity of work, especially when asset
              management is not the most significant part of the relationship.

              All fees are negotiable between the Adviser and each client.

Fee Billing

              All fees are billed quarterly, in arrears, meaning that we invoice you after the three-month
              billing period has ended. Payment in full is expected upon invoice presentation. Fees are
              collected based on the standing letter of authorization included in the Investment
              Management Agreement and are remitted directly by the client’s custodian based on this
              document. The client must consent in advance to direct debiting of their investment account.
              Apice does not have the ability to deduct fees or any other funds from the client’s account
              without their specific authorization either at the time or on an ongoing basis.

              Hourly and Fixed Fees are also invoiced in arrears, with the balance due upon delivery of
              the specific advice or services provided or as otherwise agreed upon between the client and
              the Adviser. AZ Apice Capital Management LLC, in its sole discretion, can waive its minimum
              fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g.,
              historical relationship, type of assets, anticipated future earning capacity, anticipated future
              additional assets, dollar amounts of assets to be managed, related accounts, account
              composition, negotiations with clients, etc.).

Other Fees

              Custodians charge transaction fees on purchases or sales of certain investment products,
              including, but not limited to mutual funds and exchange- traded funds. Additionally, broker
              dealers and/ or custodians will charge their own fees for wire requests, check requests, or
              other account related fees. Apice does not take part in any fees charged by the custodian or
              broker dealer.

Expense Ratios

              Mutual funds generally charge a management fee for their services as investment
              managers. The management fee is called an expense ratio. For example, an expense ratio
              of 0.50 means that the mutual fund company charges 0.5% for their services. These fees
              are in addition to the fees paid by you to AZ Apice Capital Management LLC. Apice takes no
              part in these expense ratio fees charged by the Mutual Fund company.

              Performance figures quoted by mutual fund companies in various publications are after their

                                                                                                    7 | Pa g e

                  fees have been deducted.

    Past Due Accounts and Termination of Agreement

                  AZ Apice Capital Management LLC reserves the right to stop work on any account that is
                  more than (10) ten days overdue and reserves the right to terminate any engagement where
                  a client has willfully concealed or has refused to provide pertinent information about financial
                  situations when necessary and appropriate, in AZ Apice Capital Management LLC’s
                  judgment, to providing proper financial advice. Any unused portion of fees collected in
                  advance will be refunded within (30) thirty days as previously described in the Brochure.

Item 7 – Types of Clients

    Description
             AZ Apice Capital Management LLC provides investment advice and services to individuals,
             family offices, trusts, estates, corporations and other business entities. Client relationships vary
             in scope and length ofservice.

    Account Minimums

                  The minimum account size is typically $100,000 of assets under management, yet
                  depending upon circumstances, Apice has the discretion to waive the account minimum.
                  For instance, accounts of less than $100,000 can be set up when the client and the Adviser
                  anticipate that the client will add additional funds to the accounts bringing the total to
                  $100,000 within a reasonable period of time. Other exceptions will apply to employees of
                  Apice and their relatives, or relatives of existing clients.
                  Clients receiving ongoing asset management services will be assessed a
                  $1,000 minimum annual fee. Clients with assets below the minimum account size can pay
                  a higher percentage rate on their annual fees than the fees paid by clients with greater
                  assets under management.