Epogee Capital Management LLC

Item 5: Fees and Compensation

Portfolio Management Services Fees

A. Fee Schedule

                     Total Assets                         Annual Fee

                 $0 - $5,000,000.00                         1.00%

                $5,000,000.01 and up                         .75%

All assets in the client’s managed account will be billed at single rate (the highest tranche
reached by the client’s assets under management) in accordance with the fee table above.
Fees are paid in arrears. ECM uses the value of the account as of the last business day of
the billing period, after taking into account deposits and withdrawals, for purposes of
determining the market value of the assets upon which the advisory fee is based.

These fees are negotiable and the final fee schedule is attached as Exhibit II of the
Investment Advisory Contract. Clients may terminate the agreement without fee or
penalty within five business days of signing the Investment Advisory Contract.
Thereafter, clients may terminate the Investment Advisory Contract with thirty days’
written notice.

B. Payment of Fees

Payment of Portfolio Management Fees

Portfolio management fees are withdrawn directly from the client’s accounts with client’s
written authorization or may be invoiced and billed directly to the client; clients may
select the method in which they are billed. Fees are paid quarterly.

       C. Client Responsibility For Third Party Fees

       Clients are responsible for the payment of all third-party fees (i.e. custodian fees,
       brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
       distinct from the fees and expenses charged by ECM. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

       ECM collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither ECM nor its related persons receive compensation for the sales of securities to
       clients.

Item 7: Types of Clients

ECM generally provides advisory services to the following types of clients:

       ❖      High-Net-Worth Individuals
       ❖      Charitable Organizations

There is no account minimum for any of ECM’s services.