Gramercy Strategic Capital LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management         Annual Fees
        $1 - $25,000,000                      0.80%

        $25,000,001 - $50,000,000             0.60%

        $50,000,001 - AND UP                  0.40%

GSC 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 generally negotiable and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of GSC's fees within five business days of signing the Investment Advisory
Contract. Thereafter, clients may terminate the Investment Advisory Contract generally
with 30 days' written notice.

Selection of Other Advisers Fees

GSC will receive its standard fee on top of the fee paid to the third-party adviser. This
relationship will be memorialized in each contract between GSC and each third-party
adviser. The fees will not exceed any limit imposed by any regulatory agency.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a monthly basis. Fees are paid in arrears.

Payment of Selection of Other Advisers Fees

The timing, frequency, and method of paying fees for selection of third-party managers
will depend on the specific third-party adviser selected.

       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 GSC. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

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

       E. Outside Compensation For the Sale of Securities to Clients

       Neither GSC nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients

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

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Charitable Organizations

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