Floyd Benjamin Joseph

Fees and Compensation

                                                                                                     Form ADV Part 2A, Item 5

A. Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether
the fees are negotiable.
Note: If you are an SEC-registered adviser, you do not need to include this information in a brochure that is
delivered only to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940.

Floyd Capital Management is a fee only advisor charging an annual rate of 1.25% on assets up to $1 million
decreasing to 0.75% on assets over $1 million. Fees are not negotiable.

Pursuant to recent Department of Labor regulations, Adviser is required to acknowledge in writing its fiduciary
status under Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable.
When Adviser provides investment advice to you regarding your retirement plan account or individual
retirement account, it is a fiduciary within the meaning of Title I of the Employee Retirement Income Security
Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way
Adviser makes money creates some conflicts with your interests, so Adviser operates under a special rule that
requires it to act in your best interest and not put its interests ahead of yours.
Asset Roll-Over Disclosure:
Consistent with this fiduciary duty, Adviser is required to disclose applicable conflicts of interest associated with
its rollover recommendations. Advise’s rollover recommendations creates a conflict of interest if Adviser will
earn a new (or increase its current) advisory fee on the rolled over assets. Please see Item 5 of Form ADV Part
2A for further information regarding Adviser’s services, fees, and other conflicts of interest.
Clients and prospective clients considering a rollover from a qualified employer sponsored workplace retirement
plan (“Employer Retirement Plan”) to an Individual Retirement Account (“IRA”), or from an IRA to another IRA,
are encouraged to consider and to investigate the advantages and disadvantages of an IRA rollover from their
existing plan or IRA, including, but not limited to, factors such as management expenses, transaction expenses,
custodial expenses and available investment options.
Potential alternatives to a rollover may include:

    •   Leaving the money in your former Employer Retirement Plan, if permitted;
    •   Rolling over the assets to your employer’s plan, if one is available and if rollovers are permitted;
    •   Rolling over Employer Retirement Plan assets into an IRA; or
    •   Cashing out (or distribute) the Employer Retirement Plan assets and paying the taxes due;

B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select
either method, disclose this fact. Explain how often you bill clients or deduct your fees.

Floyd Capital Management deducts fees from clients’ assets. Fees are deducted at the end of each quarter
after services are provided.

C. Describe any other types of fees or expenses clients may pay in connection with your advisory services,
such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other
transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage.

Exchange traded funds expense ratios equal 0.1%-0.7%. Clients will incur brokerage and other transaction
costs described in brokerage practices section. Mutual funds expense ratios equal 0.5%-2%, possible 12b-1
fees equal 0.25%, and possible redemption fees for early liquidation equal 1%-2%.

                                                                            ©2010 National Compliance Services 800-800-3204

D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may
obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period.
Explain how you will determine the amount of the refund.

N/A

E. If you or any of your supervised persons accepts compensation for the sale of securities or other investment
products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this fact
and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4.
      1. Explain that this practice presents a conflict of interest and gives you or your supervised persons an
      incentive to recommend investment products based on the compensation received, rather than on a client’s
      needs. Describe generally how you address conflicts that arise, including your procedures for disclosing the
      conflicts to clients. If you primarily recommend mutual funds, disclose whether you will recommend “no-
      load” funds.

N/A

      2. Explain that clients have the option to purchase investment products that you recommend through other
      brokers or agents that are not affiliated with you.

N/A

      3. If more than 50% of your revenue from advisory clients results from commissions and other
      compensation for the sale of investment products you recommend to your clients, including asset-based
      distribution fees from the sale of mutual funds, disclose that commissions provide your primary or, if
      applicable, your exclusive compensation.

N/A

      4. If you charge advisory fees in addition to commissions or markups, disclose whether you reduce your
      advisory fees to offset the commissions or markups.
      Note: If you receive compensation in connection with the purchase or sale of securities, you should
      carefully consider the applicability of the broker-dealer registration requirements of the Securities Exchange
      Act of 1934 and any applicable state securities statutes.

N/A
...

Types of Clients

                                                                                                 Form ADV Part 2A, Item 7

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts,
investment companies, or pension plans. If you have any requirements for opening or maintaining an account,
such as a minimum account size, disclose the requirements.

Floyd Capital Management generally provides investment advice to individuals, pension and profit sharing
plans, trusts, charitable organizations, corporations and business entities.

$100,000 minimum account size required to open an account with a $1,000 minimum annual fee.

                                                                        ©2010 National Compliance Services 800-800-3204

                 Methods of Analysis, Investment Strategies and Risk of Loss

                                                                                                       Form ADV Part 2A, Item 8

A. Describe the methods of analysis and investment strategies you use in formulating investment advice or
managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to
bear.

When the stock or bond markets enter an uptrend, I play offense and scale into exchange traded funds or
mutual funds. When the stock or bond markets enter a downtrend, I play defense and scale out of exchange
traded funds or mutual funds. I try to hold my winners as long as they continue to trend higher. On the other
hand, I hate to give back profits. If the trend turns down, I try to protect client portfolios by moving to the safety
of money market funds rather than risking capital in a declining market. I limit the damage from losing trades
by quickly accepting small losses but I try to maximize winning trades by letting profits run as long as possible.
Investing in securities involves risk of loss that clients should be prepared to bear.

B. For each significant investment strategy or method of analysis you use, explain the material risks involved. If
the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your
primary strategy involves frequent trading of securities, explain how frequent trading can affect investment
performance, particularly through increased brokerage and other transaction costs and taxes.

My investment strategy produces high portfolio turnover but I have negotiated $0 commission rates for the
majority of our trades with Charles Schwab. For account sizes above $400,000 we pay $0 per trade for
exchange traded funds and $10 per trade for mutual funds. For account sizes below $400,000 we pay an
annual rate of 0.18% on invested assets but no fees for the money market and no fees for trading.

C. If you recommend primarily a particular type of security, explain the material risks involved. If the type of
security involves significant or unusual risks, discuss these risks in detail.

I trade exchange traded funds and mutual funds which have low expenses, high liquidity, and maximum
diversification to reduce risk.

                                                                              ©2010 National Compliance Services 800-800-3204