Flax Pond Capital LLC

Item 5 Fees and Compensation
Portfolio Management Services
For our clients with portfolio management and financial planning services, our fee is based on a
percentage of the assets in your account and is set forth in the following annual tiered fee schedule
below. For the purposes of clarity, clients pay a tiered fee with the first $50,000 of AUM charged at
1.25% and the next $100,000 at 1%...etc, resulting in a blended fee at the end. See below for the
tiered fee schedule breakpoints.

                                    Annual Fee Schedule - Tiered

           Assets Under Management                                      Annual Fee
                 up to $50,000                                            1.25%

                $50,001 - $150,000                                          1.00%

                $150,001 - $250,000                                         0.90%

                  over $250,000                                            0.80%

Our annual fee for portfolio management/investment services for clients, who do not also receive
financial planning services, is equal to 0.8% of the market value of your assets under our
management. Your portfolio management agreement will describe the fee structure applicable to our
management of your account.

Our annual portfolio management fee is billed and payable, quarterly in arrears, based on the balance
at end of billing period.

At our discretion, we may combine the account values of family members living in the same household
to determine the applicable advisory fee. For example, we may combine account values for you and
your minor children, joint accounts with your spouse, and other types of related accounts. Combining
account values may increase the asset total, which may result in your paying a reduced advisory fee
based on the available breakpoints in our tiered fee schedule stated above, as applicable. Assets in
each of your account(s) are included in the fee assessment unless specifically identified in writing for
exclusion.

We will deduct our advisory fee deduct our fee directly from your account through the qualified
custodian holding your funds and securities. only when the following requirements are met:

    • You provide our firm with written authorization permitting the fees to be paid directly from your
      account held by the qualified custodian;
    • The qualified custodian agrees to send you a statement, at least quarterly, indicating all
      amounts disbursed from your account including the amount of the advisory fee paid directly to
      our firm.

We encourage you to reconcile our invoices with the statement(s) you receive from the qualified
custodian. If you find any inconsistent information between our invoice and the statement(s) you
receive from the qualified custodian call our main office number located on the cover page of this
brochure.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client. Our advisory fee is
negotiable, depending on individual client circumstances.

You may terminate the portfolio management agreement upon written notice. You will incur a pro rata
charge for services rendered prior to the termination of the portfolio management agreement, which
means you will incur advisory fees only in proportion to the number of days in the quarter for which you
are a client.

Financial Planning Services
We charge an hourly fee of $350 for stand-alone financial planning services, which is negotiable
depending on the scope and complexity of the plan, your situation, and your financial objectives. An
estimate of the total time/cost will be determined at the start of the advisory relationship. In limited
circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify
you and request that you approve the additional fee.

We will invoice you for the fees due for financial planning services. Invoices are due within 30 days of
the invoice being issued.

We may also offer advice on single subject financial planning/general consulting services at the same
hourly rate.

We will not require prepayment of a fee more than six months in advance and in excess of $1,200.

You may terminate the financial planning agreement upon written notice to our firm and we will send
you an invoice within 30 days. Financial planning fees are payable in arrears, you will be responsible
for a prorated fee based on services performed prior to termination of the financial planning
agreement.

Additional Fees and Expenses
As part of our investment advisory services to you, we may invest, or recommend that you invest, in
mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory
services are separate and distinct from the fees and expenses charged by mutual funds or exchange
traded funds (described in each fund's prospectus) to their shareholders. These fees will generally
include a management fee and other fund expenses. You will also incur transaction charges and/or
brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by
the broker-dealer or custodian through whom your account transactions are executed. We do not
share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or
custodian. To fully understand the total cost you will incur, you should review all the fees charged by
mutual funds, exchange traded funds, our firm, and others. For information on our brokerage practices,
refer to the Brokerage Practices section of this brochure.

Item 7 Types of Clients
We offer investment advisory services to individuals including high net worth individuals.

In general, we do not require a minimum dollar amount to open and maintain an advisory account;
however, we have the right to terminate your Account if it falls below a minimum size which, in our sole
opinion, is too small to manage effectively.

We may also combine account values for you and your minor children, joint accounts with your
spouse, and other types of related accounts to meet the stated minimum.