Lee Johnson Capital Management LLC

Item 5           Fees and Compensation

   A.
                                   INVESTMENT ADVISORY SERVICES
         If a client determines to engage the Registrant to provide investment advisory services on
         a fee basis, the Registrant’s negotiable annual investment advisory fee shall be based upon
         a negotiable percentage (%) of the market value and type of assets placed under the
         Registrant’s management at a maximum annual rate of 2.00%.

         Registrant, in its sole discretion, may charge a reduced investment advisory fee and/or
         charge a flat fee based upon certain criteria (i.e. friends and family members, anticipated
         future earning capacity, anticipated future additional assets, dollar amount of assets to be

    managed, legacy fee arrangements, related accounts, account composition, prior fee
    schedules, competition, negotiations with client, etc.).

    Certain clients may be subject to legacy fee schedules or fee arrangements no longer
    offered to new clients and not described in this Disclosure Brochure. As result, similarly-
    situated clients could pay different fees. Similar advisory services may be available from
    other investment advisers for similar or lower fees. Legacy fee schedules include those
    which apply differing asset-based fees to different tiers of Registrant’s advisory services.
    Such clients are advised that, due to the differing fee schedules, Registrant’s
    recommendation to move from a lower fee paying service tier to a higher fee paying service
    tier presents a conflict of interest, as the recommendation could be made on the basis of
    increased asset-based compensation to be received. Accordingly, Registrant will only
    provide such a recommendation when it reasonably believes the recommendation is in the
    client’s best interest, notwithstanding Registrant’s own interests.

    Before engaging Registrant to provide investment advisory services, clients are required to
    enter into an Investment Advisory Agreement, setting forth the terms and conditions of the
    engagement (including termination), which describes the fees and services to be provided.

           FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    To the extent specifically requested by a client, the Registrant may determine to provide
    financial planning and/or consulting services (including investment and non-investment
    related matters, including estate planning, insurance planning, etc.) on a stand-alone fee
    basis. Registrant’s planning and consulting fees are negotiable, but generally range from
    $250 to $1,000 on a fixed fee basis, depending upon the level and scope of the service(s)
    required and the professional(s) rendering the service(s).

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
   agreement may authorize the custodian to debit the account for the amount of the
   Registrant's investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the limited event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
   The Registrant shall deduct fees and/or bill clients quarterly in advance, based upon the
   market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Schwab serve as the
   broker-dealer/custodian for client investment management assets. Broker-dealers such as
   Schwab charge brokerage commissions and/or transaction fees for effecting certain
   securities transactions (i.e., transaction fees may be charged for certain mutual funds).
   Clients are advised to refer to their broker-dealer/custodian’s transaction pricing sheet for
   further details. In addition to Registrant’s investment advisory fee and any applicable
   brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual
   fund and exchange traded fund purchases, charges imposed at the fund level (e.g.,
   management fees and other fund expenses).

    AssetMark Platform and Maintenance Fees: Clients whose assets are maintained
    through the AssetMark investment platform will generally also incur platform fees for use
    of the platform and access to the various investment solutions and strategies made available

         through the platform. Unless otherwise agreed, these fees are generally debited from each
         account by the account custodian and remitted to AssetMark. The platform fee incurred by
         the client will vary based upon the investment solutions and strategies used in managing
         the client’s account.

         AssetMark generally also assesses a $250 quarterly maintenance fee to Registrant, which
         fee may be waived by AssetMark for each quarter in which Registrant maintains an average
         daily balance of $1,000,000 or more in client assets on the AssetMark investment platform.
         This practice incentivizes Registrant to allocate or recommend the client allocation assets
         to the AssetMark platform in the interest of obtaining a fee waiver.

         The AssetMark investment platform is only made available to those clients of Registrant
         who already maintain assets on the platform as of the date of this Disclosure Brochure, and
         no additional clients will be allocated to the AssetMark investment platform by Registrant.

   D. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in
      advance, based upon the market value of the assets on the last business day of the previous
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Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, high net worth individuals,
         business entities, trusts, estates and charitable organizations. The Registrant does not
         impose a minimum annual fee or minimum asset level requirement on client accounts.