EGSI Investment Management Inc

Item 5. Fees and Compensation
      EGSI offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under
      management or advisement. Additionally, certain of the Firm’s Supervised Persons, in their individual
      capacities, offer insurance products under a separate commission-based arrangement.

      Financial Planning and Consulting Fees

      EGSI can charges a fixed fee for providing financial planning and consulting services. These fees are
      negotiable, and have historically ranged from $500 to $15,000 depending upon the level and scope of the
      services and the professional rendering the financial planning and/or the consulting services. Should the
      client opt to engage EGSI for an annual update of the Financial Plan, such annual updates will be provided
      for an additional flat fee. If the client engages EGSI for additional investment advisory services, such as
      the implementation of the Financial Plan, EGSI may, in its sole discretion, offset all or a portion of its fees
      for those services based upon the amount paid for the financial planning and/or consulting services. The
      Client can terminate the agreement and obtain a refund of the unearned prepaid fees. These fees will range
      from $500 to $2,500.

      Prior to engaging EGSI to provide financial planning and/or consulting services, the client is required to
      enter into a written agreement with EGSI setting forth the terms and conditions of the engagement.
      Generally, EGSI requires one-half of the estimated financial planning/consulting fee upon entering into the
      written agreement with EGSI. The balance is generally due upon delivery of the Financial Plan or
      completion of the agreed upon services.

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 Disclosure Brochure                                           EGSI Investment Management, Inc.

      EGSI retains the right to modify or waive fees in its sole and absolute discretion, on a client-by-client basis.
      Factors considered include the complexity and nature of the advisory services provided, anticipated amount
      of assets to be placed under management, anticipated future additional assets, related accounts, portfolio
      style, and account composition. The specific fee schedule is identified in the written agreement entered into
      with the client.

      Investment Management Fees

      EGSI offers investment management services for an annual fee based on the amount of assets under the
      Firm’s management. This management fee varies between 25 and 200 basis points (0.25% – 2.00%),
      depending upon the size and composition of a client’s portfolio, the type and amount of services rendered
      and the individual(s) providing the services. Investment Management fees will not exceed 3.00% of the
      market value of any client account as calculated on an annual basis.

      The annual fee is prorated and charged monthly, in arrears, based upon the market value of the assets being
      managed by EGSI on the last day of the month as determined by a party independent from the Firm
      (including the client’s custodian or another third-party).

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
      percentage of cash for reasons other than the Firm's investment management decision.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), EGSI can negotiate a fee rate
      that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm
      to recommend that clients engage EGSI for additional services for compensation, including rolling over
      retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion
      over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
      recommendations.

      Retirement Plan Consulting Fees
      Trustees and Investment Committees

      Fees assessed for services provided to Trustees and Investment Committees are negotiated on a plan-by-
      plan basis, based on the complexity of plan. For ongoing services, EGSI will receive an annual fee, paid
      monthly, and normally based upon a percentage of the plan’s total assets. These fees are in addition to any
      custodial, recordkeeping, or investment management fees (from Mutual Funds, ETF’s, etc.). Services may
      be terminated by either party, at any time, by giving written notice to the other. Any collected, unearned
      fees will be returned to the client. The fees are not to exceed but can be lower than, 150 basis points (1.50%)

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 Disclosure Brochure                                          EGSI Investment Management, Inc.

      for plan assets up to $1,500,000 and 125 basis points (1.25%) for plans from $1,500,001 to $3,000,000 and
      100 basis points (1.00%) for plans over $3,000,000. Again, these are the maximum fees and all fees are
      subject to negotiation with the client/plan sponsor.

      All fees are inclusive of any sub-advisory fees that may be incurred in the plan.

      All fees are either paid directly by the plan sponsor or are charged directly to the participants through the
      plan’s recordkeeper. EGSI receives no compensation from 12(b)-1 fees or revenue sharing programs. Any
      revenue sharing programs paid out by fund companies are collected by the custodian and/or recordkeeper
      and used to offset both the custodial and/or record-keeping expenses (if there are excess fees, it is the plan
...

Item 7. Types of Clients
      EGSI primarily provides its services to individuals, trusts, estates, businesses, non-for-profit organizations,
      fraternal organizations, charitable organizations, and institutional public fund accounts.

      As described above in Item 4, all clients wishing to engage EGSI for investment advisory services must
      first complete the applicable Advisory Agreement as well as any other document or questionnaire provided
      by EGSI. The Advisory Agreement describes the services and responsibilities of EGSI to the client. It also
      outlines EGSI’s fee in detail.

      In addition, clients must complete certain broker-dealer/custodial documentation as well as any
      documentation required by any Independent Managers used. Upon completion of these documents, EGSI
      will be considered engaged by the client. Clients will be responsible for ensuring that EGSI is informed in
      a timely manner of changes in investment objectives and risk tolerance.

      Minimum Account Value

      As a condition for starting and maintaining an investment management relationship, EGSI imposes a
      minimum portfolio value of $50,000. In addition, certain Independent Managers may also have additional
      account requirements and varying billing practices. In such instances, EGSI can alter its account
      requirements and/or bill practices to accommodate those Independent Managers.

      EGSI may, in its sole discretion, accept clients with smaller portfolios based upon certain criteria, including
      anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
      managed, related accounts, account composition, pre-existing client, account retention, and pro bono
      activities. EGSI only accepts clients with less than the minimum portfolio size if the Firm determines the
      smaller portfolio size will not cause a substantial increase of investment risk beyond the client’s identified
      risk tolerance. EGSI may, in its sole discretion, aggregate the portfolios of family members to meet the
      minimum portfolio size.