KDM Capital LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management          Annual Fees
        All Assets                             1.50%

The advisory fee is calculated using the value of the assets on the last business day of the
prior billing period.

       These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
       the Investment Advisory Contract. Clients may terminate the agreement without penalty
       for a full refund of KDM's fees within five business days of signing the Investment
       Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract
       immediately upon written notice.

       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       Asset-based portfolio management fees are withdrawn directly from the client's accounts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 quarterly basis. Fees are paid in advance.

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

       D. Prepayment of Fees

       KDM collects fees in advance. Refunds for fees paid in advance will be returned within
       fourteen days to the client via check, or return deposit back into the client’s account.

       For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
       the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee rate by 365.)

       E. Outside Compensation for the Sale of Securities to Clients

       Neither KDM 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

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

       ❖      Individuals
       ❖      High-Net-Worth Individuals

There is an account minimum of $50,000, which may be waived by KDM in its discretion.