Marathon Capital Management LLC

Item 5 Fees and Compensation
Marathon charges a fee based on a percentage of assets under management. The maximum annual
fee is 1.00%. Fees are negotiable at the firm's discretion.

Clients are billed in advance at the beginning of each calendar quarter based upon the market value
(as defined and presented by your independent custodian) at the end of the previous quarter.

Clients may select to have our fees deducted directly from their account or be sent an invoice.

The vast majority of our clients elect to have the fee deducted directly from their account. If an account
is established or terminated during a calendar quarter, the fee will be adjusted pro rata to reflect such
event. In the event of a termination, the pro rata fee refund is sent directly to the client from Marathon.
Details of our fee structure and charges are more fully described in the advisory agreement entered
into with each client.

Marathon for a small number of clients, uses a select group of outside money managers to manage
assets. This asset management approach is the result of some legacy account relationships
that Angus Burton had when he joined Marathon in 2006, as well as diversification needs of some very
large accounts. In these instances the client pays a reduced fee to Marathon, in addition to the outside
money manager fee.

In addition to money management fees, clients are directly responsible for transaction fees charged by
broker dealers associated with the purchase and sale of securities. To date, we have not experienced
custodians charging for custody services, but in the event of such charges, the client would be
responsible for these charges. Please see the "Brokerage Practices" section in Item 12 of this brochure
for additional information on brokerage and other transaction costs.

Should we purchase mutual fund shares in an account, the client is responsible for any management
fees, transaction costs and other fund expenses associated with said mutual fund.

These charges are separate and distinct from Marathon fees and are typically deducted directly from
the fund itself by the custodian and/or mutual fund manager. While our primary focus is on individual
securities, we will use mutual funds and other types of investment vehicles to obtain access to certain
areas of the markets where it is either more efficient or in the client's best interest to use such

investments. In almost all circumstances, clients could purchase these funds directly from mutual fund
companies or other brokers not affiliated with Marathon. We receive no compensation from the
providers of such funds and services.

When placing transactions through a Prime Broker, in addition to commissions and any other fees for
execution and clearance charged by the executing brokers and/or other parties, the client will also
incur a Prime Broker Service Fee, charged by Schwab or Fidelity, per order entered at an executing
broker.

Item 7 Types of Clients
Marathon provides investment advisory services to individuals, trusts, estates and charitable
organizations. We require new clients to have a minimum account of $500,000, but we retain the right
to waive such minimum.

Before engaging the services of Marathon, prospective clients are encouraged to understand our
investment philosophy (see next section titled Methods of Analysis, Investment Strategies and Risk of
Loss), as well as thoroughly discuss their risk tolerance, investment objectives and timeframes. It is the
client's responsibility to notify us in a timely manner of any changes in these areas.