Omnicap Group LLC

Item 5 – Fees and Compensation

In addition to the information provided in Item 4 – Advisory Business, this section provides details regarding the
Firm’s fees and compensation arrangements.

General Information and “Other” Fees/Expenses
Advice offered by Omnicap may involve investments in money market funds. Fees charged by Omnicap to clients
are separate and distinct from the fees and expenses charged by money market funds (described in each fund’s
prospectus) to their shareholders. Fees charged by a fund may include, but are not limited to, management fees,
upfront sales charges, and other fund expenses. Further, there may be customary transaction charges involved
with purchasing or selling securities. Omnicap does not share in any portion of the brokerage fees and transaction
charges imposed by custodians holding client funds or securities. You should review all fees charged by money
market funds, Omnicap, and others to fully understand the total amount of fees assessed.

Fees for Portfolio Management Services
Except as noted below, fees for our Portfolio Management Services are based on i) the annualized average balance
of assets under management (“AUM”), ii) performance for “Qualified Clients” pursuant to a written performance-
based fee agreement, or iii) a combination of the fees described in this Item 5 and Item 6. Management fees
charged on a client’s AUM range from 0.02% to 0.25% annually and depend on the amount of assets under
management and the complexity of the portfolio. Performance-based fees are charged as described in this Item 5
and in Item 6.

In limited circumstances, we may negotiate a fixed fee and/or provide services on a per hour basis (following the
same fee schedules outlined in the Fees for Financial Advisory Services and Investment Advisory Services below).
Omnicap may, at its own discretion, apply discounts for services rendered. The final fee will be based on the
complexity of the client’s financial situation and the portfolio(s) to be managed.

Fees based on AUM are typically billed quarterly in arrears based on the AUM during the quarter. All invoices are
sent directly to clients and fees are due upon the client’s receipt of the invoice. However, the fee-paying
arrangements for performance-based, fixed, and/or hourly charges will be determined on a case-by-case basis and
will be detailed in the signed agreement for services. The client will be invoiced directly for the fees, and fees will

Omnicap Group LLC                                                                                    Disclosure Brochure

be assessed pro rata in the event the management agreement is executed at any time other than the first day of a
calendar quarter.

Fees for Financial Advisory Services and Investment Advisory Services
Financial Advisory Services and Investment Advisory Services are provided on a fixed fee, hourly fee, or percentage
fee basis in accordance with the following fee schedule:

    •    Fixed Fees: Fixed Fees may be negotiated with each client. Fixed fees will be determined on a case-by-
         case basis, depending upon the scope and complexity of the services to be provided. The fixed fees range
         between a minimum of $500 to a maximum amount of $1,000,000. Omnicap requires payment for the
         services provided upon completion of the contracted services.

    •    Hourly Fees: Omnicap’s hourly fees range between the minimum of $150 to a maximum of $750 and are
         payable monthly or upon completion of the contracted services.

    •    Percentage Based Contingent Fees: For non-portfolio management services, Omnicap may charge a
         percentage based on a basis established for the purpose of determining the amount of the fee. Such
         percentage is typically 5%–25% of the basis. Such fee is payable upon completion of the contracted
         services.

When the scope of the Financial and Investment Advisory Services has been agreed upon, a determination will be
made as to the type and amount of the applicable fee. The final fee, subject to negotiation, is directly dependent
upon the facts and circumstances of the client’s financial situation and the complexity of the service(s) requested.
The fees charged for services provided will be detailed in the signed agreement with the Firm. In limited
circumstances, the cost/time could potentially exceed the initial estimate. In such cases, Omnicap will notify the
client and may request that the client pay an additional fee.

A contract may be terminated by a client upon any material breach of the contract terms by Omnicap, as specified
in the written agreement, or typically at any time upon thirty (30) days written notice. Omnicap may terminate a
contract immediately upon any material breach of the contract terms by the client or any time upon thirty (30)
days written notice. In the event of termination by either party, the client will incur charges for bona fide advisory
services rendered to the point of termination and such fees will be due and payable by the client as of the date of
termination.

Item 7 – Types of Clients

We generally work with state and local governments, special purpose entities, non-profit and 501(C)(3)
corporations, which may be structured as corporations or other business entities. We may also work with for-profit
corporations.

There are no minimum investment amounts or conditions required for establishing an account managed by
Omnicap. However, all clients are required to execute an agreement for services prior to commencing any work for
Portfolio Management Services.