Michael D Taxman Investment Management LLC

Item 5 – Fees and Compensation
A. The firm charges a negotiable annual advisory fee based on a percentage of the market value of the
   assets it manages for a client. Client annual advisory fees are the firm’s sole source of compensation.

            Annual Advisory Fee

    The firm’s advisory fee schedule is as follows:

            Assets Managed                            Annual Advisory Fee

            First $1,000,000                              0.80%
            Next $1,000,000                               0.65%
            Next $3,000,000                               0.50%
            Above $5,000,000                              0.35%

B. Clients pay the annual advisory fee in quarterly installments in arrears. The firm calculates the
   quarterly fee based on the market value of assets under management on the last day of the quarter,
   prorating partial quarters. Prorated fee adjustments are applied for any deposits or withdrawals
   made during a billing period. The firm sends a fee invoice to the client each quarter detailing the
   calculation of the fee, and then, as a rule, deducts advisory fees directly from the client’s account or
   accounts, unless otherwise agreed. The firm has a minimum annual advisory fee of $8,000. Annual
   advisory fees and minimums are negotiable solely at the firm’s discretion, with the exception that at
   no time will advisory fees exceed 2% per year regardless of account size. The firm will not be
   compensated on the basis of a share of capital gains or capital appreciation of client assets.

C. In addition to paying the firm’s annual advisory fee, clients will pay transactions fees and, in some
   cases, administrative fees to the custodian (usually Charles Schwab & Co. Inc., about which see Item

Item 7 – Types of Clients
   The types of clients the firm currently advises are individuals and trusts. The firm may also advise
   foundations and other charitable organizations, especially those of special interest to current
   clients.

   The minimum portfolios size for ongoing management is $1,000,000, which, at the firm’s standard
   fee schedule, equates to a minimum annual fee of $8,000. These minimums are negotiable solely at
   the firm’s discretion. Please note that, if a client is accepted with less than $1,000,000 under firm
   management, and that client is subject to the firm’s minimum annual fee of $8,000, the subject client
   will incur an annual fee that exceeds the fee rate shown in the fee schedule in Item 5 above. Due to
   the limited number of clients the firm intends to work with, the firm will consider prospective clients
   on the basis of their rapport with the principal, their openness to the investment approach of the firm,
   and a good fit between the prospective client’s needs and the firm’s services.