NEMO Capital

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Services Fees

                      Total Assets                         Annual Fee

                      All Assets                              2.00%

These fees are negotiable and the final fee schedule is attached as Exhibit II of the
Investment Advisory Contract. The balance in the client’s account on the last day of the
billing period is used to determine the market value of the assets upon which the advisory
fee is based.

Clients may terminate the agreement without penalty, for full refund of NC’s fees, within
five business days of signing the Investment Advisory Contract. Thereafter, clients may
terminate the Investment Advisory Contract with thirty days’ written notice.

Performance-Based Fees for Portfolio Management

Qualified clients will pay an annual fee of 1.00% of assets under management along with
a 20.00% performance fee based on capital appreciation. If the client's portfolio rises in
value, the client will pay 20.00% on that increase in value, but if the portfolio drops in
value, the client will not incur a new performance fee until the portfolio reaches the last
highest value, adjusted for withdrawals and deposits, which is generally known as a “high
water mark.”

Accredited clients will pay an annual fee of 1.00% of assets under management along with
a 20.00% performance fee based on capital appreciation. If the client's portfolio rises in
value, the client will pay 20.00% on that increase in value, but if the portfolio drops in
value, the client will not incur a new performance fee until the portfolio reaches the last
highest value, adjusted for withdrawals and deposits, which is generally known as a “high
water mark.”

The high water mark will be the highest value of the client’s account on the last day of any
previous year, after accounting for the client’s deposits or withdrawals for each billing
period.

The final fee schedule will be memorialized in the client’s advisory agreement. This service
may be canceled with 30 days’ notice. Clients must pay the prorated performancebased
fees for the billing period in which they terminate the Investment Advisory Contract up
to and including the day of termination.

B. Payment of Fees

Payment of Portfolio Management Fees

Portfolio management fees are withdrawn directly from the client’s accounts with client’s
written authorization. Fees are paid quarterly in arrears.

Payment of Performance-Based Portfolio Management Fees

Performance-based portfolio management fees are withdrawn directly from the client's
accounts with client's written authorization on an annual basis. Fees are paid in arrears.

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

       D. Prepayment of Fees

       NC collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation For the Sale of Securities to Clients

       Neither NC 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
NC generally provides advisory services to the following types of clients:

   ❖       Individuals
   ❖       High-Net-Worth Individuals

There is no account minimum for any of NC’s services.