Cycap Partners LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         The Registrant provides discretionary investment advisory services on a wrap or non-wrap
         fee basis. (See discussion below). If a client determines to engage the Registrant on a wrap
         fee basis the client will pay a single fee for bundled services (i.e., investment advisory,
         brokerage, custody).

                                         NON-WRAP FEE BASIS
         When engaged to provide discretionary investment advisory services on a non-wrap fee
         basis, the Registrant’s annual investment advisory fee shall vary from negotiable up to
         2.00% of the total assets placed under the Registrant’s management/advisement and shall
         be based upon various objective and subjective factors.

         As indicated above, Registrant shall receive an investment advisory fee based upon a
         percentage (%) of the market value of the assets placed under management generally
         between negotiable and 2.00%. However, fees shall vary depending upon various objective
         and subjective factors, including but not limited to: the representative assigned to the
         account, the amount of assets to be invested, the complexity of the engagement, the

anticipated number of meetings and servicing needs, related accounts, future earning
capacity, anticipated future additional assets, and negotiations with the client. As a result,
similar clients could pay different fees, which will correspondingly impact a client’s net
account performance. Moreover, the services to be provided by the Registrant to any
particular client could be available from other advisers at lower fees.

Before engaging Registrant to provide investment advisory services, clients are required to
enter into a discretionary Investment Advisory Agreement, setting forth the terms and
conditions of the engagement (including termination), which describes the fees and
services to be provided.

                         CYPRESS CAPITAL WRAP PROGRAM
Under the Program, the Registrant is able to offer participants discretionary investment
management services, for a single specified annual Program fee, inclusive of trade
execution, custody, reporting, account maintenance, investment management fees, and in
some instances, fees charged by independent managers and/or separately managed
accounts.

The current annual Program fee ranges from negotiable to 2.00%, depending upon the
complexity of the account, the amount of the client assets in the Program and the
independent/separately managed accounts utilized by the client’s investment portfolio.

Clients may be responsible for, but not limited to, fees for trades executed away from the
account’s custodian, trustee fees, mutual fund internal expenses, ETF internal expenses,
mark-ups, mark-downs, transfer taxes, fees charged by independent managers and/or
separately managed accounts (when such managers require the client to enter into a dual
contract relationship) odd lot differentials, exchange fees, interest charges, American
Depository Receipt agency processing fees, and any charges, taxes or other fees mandated
by any federal, state or other applicable law or otherwise agreed to with regard to client
accounts (Such fees are in addition to any fees paid by the client to the Registrant and are
between the client and the account custodian). Furthermore, clients who maintain a
retirement account with their custodian are generally charged an annual maintenance fee.

These fees are in addition to the Registrant’s Program fee.

        FINANCIAL PLANNING AND COACHING SERVICES (STAND-ALONE)
The Registrant may provide financial planning and/or consulting services (including
investment and non-investment related matters, including estate planning, insurance
planning, etc.) on a stand-alone fee basis. Registrant’s planning and consulting fees are
negotiable, but generally range from $0 to $15,000 on a fixed fee basis, and a maximum of
$500 on an hourly rate basis, depending upon the level and scope of the service(s) required
and the professional(s) rendering the service(s).

The Client may engage Registrant for ongoing coaching. This differs from the financial
planning process in that the wealth coach is engaged to help the Client make progress
toward stated goals. Coaching is intended to assist Client to stay on a prescribed plan for
working toward financial goals. The fees for coaching services will be charged on a fixed
fee basis per month. The fixed fee is based on the nature, scope, and complexity of the
coaching services offered. The monthly fee for wealth coaching ranges from $250 to
$10,000. The fees are negotiable between the Client and Registrant, and the amount of the

fee will be set forth in the application. Fees are due and payable to Registrant every three
months in advance for the next quarterly period. Registrant will provide the Client with an
invoice for the quarterly fees.

                              RETIREMENT CONSULTING
The Registrant also provides retirement plan consulting services, pursuant to which it
assists sponsors of self-directed retirement plans with the selection and/or monitoring of
investment alternatives (generally open-end mutual funds) from which plan participants
shall choose in self-directing the investments for their individual plan retirement accounts.
The Registrant generally charges an annual fee for Retirement Consulting Services which
are negotiable to 1.00% of plan assets depending on the services requested and the size of
the plan. Registrant may charge flat, hourly, or per seat fees on a case by case basis.

                              THIRD-PARTY PROGRAMS
Registrant participates in several advisory programs with third parties (e.g., LPL Financial,
and other custodians), which charge varying levels of program fees. When a client invests
...

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, pension and
         profit sharing plans, trusts, estates and charitable organizations. The Registrant does not
         impose any minimum fee or minimum account size for investment management services.