Oxford Capital Management Inc

5.	Fees	and	Compensation
Oxford	Capital	Management	charges	most	of	its	clients	an	annual	investment
management	fee	based	on	the	following	schedule:

Assets	under	Management	 	         	      	      	      %	of	Assets/Year
$0*	to	$1,000,000	   	      	      	      	      	      0.80%
$1,000,001	to	$2,000,000	 	        	      	      	      0.64%

$2,000,001	to	$5,000,000	 	        	      	      	      0.52%
$5,000,001	plus	     	      	      	      	      	      0.40%
*Minimum	Annual	Fee	of	$4,000
Oxford	Capital	Management	has	negotiated	lower	fees	for	certain	clients.	Conditions
for	lower	fees	vary	but	include	things	such	as	family	discounts.
Oxford	Capital	Management	imposes	a	minimum	annual	fee	of	$4,000.

Oxford	Capital	Management	charges	fees	quarterly	in	arrears	based	on	the	account
value	at	the	end	of	the	prior	quarter.	Most	clients	authorize	Oxford	Capital
Management	to	request	for	the	fees	to	be	automatically	deducted	from	their
brokerage	accounts	on	a	quarterly	basis	by	the	custodian,	but	clients	may	request
that	Oxford	Capital	Management	send	quarterly	invoices	to	be	paid	by	check.
Investment	management	contracts	may	be	terminated	with	30	days	written	notice.
If	a	client	terminates	the	contract	with	Oxford	Capital	Management	in	the	middle	of
a	billing	period,	Oxford	Capital	Management	will	invoice	the	client	for	an	amount

that	is	pro-rated	based	on	the	number	of	days	that	the	account	was	managed.
Because	services	are	paid	in	arrears,	there	are	no	pre-paid	fees	and	no	refunds	are
necessary	if	a	contract	is	terminated.

If	a	client	contributes	more	than	$300,000	during	a	quarter,	Oxford	Capital
Management	will	prorate	the	fees	on	this	contribution.	Contributions	of	less	than
$300,000	and	partial	withdrawals	of	client	assets	are	not	prorated	and	will	be
reflected	in	Oxford	Capital	Management’s	fee	calculation	for	the	entire	quarter.

In	addition	to	Oxford	Capital	Management’s	investment	management	fees,	clients
bear	trading	costs	and	custodial	fees.	See	the	Brokerage	Practices	section	for
additional	information	on	these	costs	and	fees.	To	the	extent	that	the	clients’
accounts	are	invested	in	mutual	funds,	these	funds	pay	a	separate	layer	of
management,	trading,	and	administrative	expenses,	none	of	which	is	paid	to	Oxford
Capital	Management.

No	other	compensation	for	the	sale	of	securities	or	other	investment	products,
including	asset-based	sales	charges	or	service	fees	from	the	sale	of	mutual	funds,	is
accepted	by	any	employee	at	Oxford	Capital	Management.

See	Item	12,	Brokerage	Practices,	for	additional	information	on	costs	and	fees.

7.	Types	of	Clients
Oxford	Capital	Management	primarily	provides	customized	investment
management	services	to	high-net-worth	individuals	and	associated	trusts,	estates,
pension	and	profit	sharing	plans,	and	other	legal	entities.	Oxford	Capital
Management’s	minimum	account	size	is	generally	$500,000,	but	this	amount	is
negotiable.	Oxford	Capital	Management	imposes	a	minimum	annual	fee	of	$4,000.