Invictus Advisory Services LLC

ITEM 5:      FEES AND COMPENSATION

     A.      Fees Charged

     Invictus’ payment options include fixed fees and fees based upon assets under management.

     Asset Management

     Generally, Invictus will charge an asset management fee ranging from 1% to 1.50% per annum of the
     net market value of a client’s account managed by Invictus. Fees are negotiable and may be higher or
     lower than this range, based on the nature of the account, and the origin of the client. Factors affecting
     fee percentages include the size of the account, complexity of asset structures, and any other unique
     factors that may exist.

     There may be special circumstances in which Invictus arranges a fixed fee for asset management with
     a client. This fixed fee is determined by Invictus and the client, factoring the nature and size of the
     account and complexity of asset structures.

     Financial Planning Fee

     Financial planning fees will be invoiced upon completion of the work based on the number of hours
     spent constructing the plan. Generally, the planning fee will be $250 per hour.

     B.      Fee Payment

     Asset Management

     For clients whose assets are managed by the firm, investment advisory fees may be debited directly
     from each client’s account. The advisory fee is paid quarterly, in advance, and the value used for the
     fee calculation is the net value as of the last market day of the previous quarter. For example, if the
     client’s annual fee is 1.00%, each quarter Invictus will multiply the value of the client’s account by
     1.00%, then divide by four to calculate the fee. To the extent there is cash in the account, it will be
     included in the value for the purpose of calculating fees only if the cash is part of an investment
     strategy. Once the calculation is made, Invictus will instruct the account custodian to deduct the fee
     from the account and remit it to Invictus. While almost all of Invictus’ clients choose to have their fee
     debited from their account, Invictus will invoice clients upon request. If assets equal to or in excess
     of $10,000 are deposited into an account, or any amount is withdrawn after the inception of a billing
     period, the fee payable with respect to such assets is prorated based on the number of days remaining
     in the billing period. Any reduction in fees related to the withdrawal of assets in an account will be
     credited against the next billing period’s investment advisory fees.

     Clients whose fees are directly debited will provide written authorization to debit advisory fees from
     their accounts held by a qualified custodian chosen by the client. Each month, the client will receive
     a statement from their account custodian showing all transactions in their account, including the fee.

     C.      Other Fees

     There are a number of other fees that can be associated with holding and investing in securities. Clients
     will be responsible for fees including transaction fees for the purchase or sale of a mutual fund or
     exchange traded fund, or commissions for the purchase or sale of a stock and fees charged by account
     custodians. Expenses of a fund will not be included in management fees, as they are deducted from
     the value of the shares by the mutual fund manager. When selecting mutual funds that have multiple
     share classes, Invictus will take into account the internal fees and expenses associated with each share
     class. It is Invictus policy to purchase the lowest-cost share class available to us, absent circumstances
     that dictate otherwise. For complete discussion of expenses related to each mutual fund, clients should
     read a copy of the prospectus issued by that fund. Invictus can provide or direct clients to a copy of
     the prospectus for any fund that the Firm recommends.

     Please make sure to read Item 12 of this informational brochure, where broker-dealer and custodial
     issues are discussed.

     D.      Pro-rata Fees

     If client becomes a client during a quarter, they will pay a management fee for the number of days left
     in that quarter. If clients terminate the relationship during a quarter, they will be entitled to a refund
     of any management fees for the remainder of the quarter. Once the notice of termination is received,
     Invictus will assess pro-rated fees for the number of days between the end of the prior billing period
     and the date of termination to be paid in whatever way clients direct (check, wire). Invictus will cease
     to perform services, including processing trades and distributions, upon termination. Assets not
     transferred from terminated accounts within 30 (thirty) days of termination may be “de-linked”,
     meaning they will no longer be visible to Invictus and will become a retail account with the custodian.

     E.      Compensation for the Sale of Securities.

     This item is not applicable.

ITEM 7:      TYPES OF CLIENTS

     Clients advised may include individuals, families, trusts, non-profit organizations, pensions and small
     businesses. Invictus does not impose a stated minimum fee or minimum portfolio value for starting
     or maintaining an investment advisory relationship.