Paragon Capital Management Inc

Item 5 - Fees and Compensation

Fees for advisory services may be charged on a percentage of assets under management, hourly rate, fixed
rate, or performance-based fee structure. See Item 6 for performance-based fees specifics. The fee schedule
for assets under management is based on the total market value of assets under management:

Paragon Tactical Portfolios: (Managed Income, Blend, Top Flight, Annuities)

Assets                        Quarterly Fee
$0 to $500,000                     .4625% (1.85% per year)
$500,001 to 1,000,000              .375% (1.50% per year)
$1,000,001 to 2,000,000            .3375% (1.35% per year)
Over $2,000,000                    .25% (1.00% per year)

Paragon Core Portfolios:

Assets                        Quarterly Fee
$0 to $2,000,000                   .2375% (0.95% per year)
$2,000,001 to 5,000,000            .225% (0.90% per year)
Over $5,000,000                    .2125% (0.85% per year)

Custom Bond Portfolios:
Negotiable

Custom Equity Portfolios:
Negotiable

The fees described above may be for multiple account management services. The management fee will be
charged on a tiered basis within each general category. Fees are negotiable under limited circumstances and
will be billed directly from the Client’s brokerage account at the beginning of each quarter.

These fees are for advisory services only and do not include any transaction fees or commissions, which
may be charged separately by the broker/dealer custodial firm. See the section heading Brokerage Practices
for more information.

For advisory services, the fee will be payable quarterly in advance based on the account valuation on the
last business day of the preceding calendar quarter. The first payment is due and payable upon execution of
the Agreement, and will be assessed pro-rata in the event the Agreement is executed other than the first day
of the new calendar quarter. In any partial calendar quarter, the advisory fee will be pro-rated based upon
the number of days that the Account was open during the quarter. Subsequent payments are due and will
be assessed within the first two weeks of each calendar quarter based on the value of the portfolio as of the
last day of the previous calendar quarter. Account assets invested in shares of mutual funds or other
investment companies ("funds") will be included in calculating the value of the Account for purposes of
computing PWM’s fees and the same assets will also be subject to additional advisory and other fees and
expenses, as set forth in the prospectuses of those funds, paid by the funds, but ultimately borne by the
investor.

The Management Agreement may be terminated, without penalty, upon at least 10 days written notice by
either party. Transactions in progress will be completed in the normal course of business. Upon termination,
a client shall receive a pro-rata refund of that portion of any prepaid advisory fees that have yet to be earned
by PWM. Such refund will be calculated from the date of receipt of the written termination notice or other
agreed upon date.

The custodian will provide monthly account statements to the client. Such statements will reflect all fee
withdrawals by Paragon Wealth Management. It is the client’s responsibility to verify the accuracy of the
fee calculation. The custodian will not determine whether the fee is properly calculated.

In addition to fees paid for advisory services with respect to clients' investments in mutual funds/ETFs,
clients pay additional fees on mutual fund/ETF investments because the mutual funds also pay advisory
and/or management fees to an investment advisor.

The Advisory Agreement contains a pre-dispute arbitration clause. Client understands that the agreement
to arbitrate does not constitute a waiver of the right to seek a judicial forum where such a waiver would be
void under the federal securities laws. Arbitration is final and binding on the parties.

Negotiability of Fees: We allow Associated Persons servicing the account to negotiate the exact investment
management fees within the range disclosed in our Form ADV Part 2A Brochure. As a result, the Associated
Person servicing your account may charge more or less for the same service than another Associated Person
of our firm. Further, our annual investment management fee may be higher than that charged by other
investment advisors offering similar services/programs.

Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class. Accordingly, unless
otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are
included as part of assets under management for purposes of calculating the firm’s advisory fee. At any
specific point in time, depending upon perceived or anticipated market conditions/events (there being no
guarantee that such anticipated market conditions/events will occur), the firm may maintain cash and/or
cash equivalent positions for defensive, liquidity, or other purposes. While assets are maintained in cash or
cash equivalents, such amounts could miss market advances and, depending upon current yields, at any
point in time, the firm’s advisory fee could exceed the interest paid by the client’s cash or cash equivalent
positions.

Periods of Portfolio Inactivity: The firm has a fiduciary duty to provide services consistent with the client’s
best interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing
basis to determine if any changes are necessary based upon various factors, including but not limited to
investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s
financial circumstances, and changes in the client’s investment objectives. Based upon these and other
factors, there may be extended periods of time when the firm determines that changes to a client’s portfolio
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Item 7 - Types of Clients

Paragon Wealth Management provides advisory services to individuals, pension and profit sharing plans
and other ERISA accounts, trusts, estates, and business entities.

Generally, the minimum account size is $200,000 for individual and corporate clients.