Picea Capital LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management          Annual Fees
        All Assets                             Up to 1.00%

Picea uses an average of the daily balance in the client's account throughout the billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based.

Fees are negotiable depending on factors such as the amount of assets under management,
range of investments, and complexity of your financial circumstances, among others. The
final fee schedule will be memorialized in the client’s advisory agreement. Clients may
terminate the agreement without penalty for a full refund of Picea's fees within five
business days of signing the Investment Advisory Contract. Thereafter, clients may
terminate the Investment Advisory Contract generally with 30 days' written notice.

       B. Payment of Fees

       Payment of Portfolio Management Fees

       Asset-based portfolio management fees are withdrawn directly from the client's accounts
       with client's written authorization on a monthly basis, or may be invoiced and billed
       directly to the client on a monthly basis. Clients may select the method in which they are
       billed. 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 Picea. Please see Item 12 of this brochure
       regarding broker-dealer/custodian.

       D. Prepayment of Fees

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

       E. Outside Compensation For the Sale of Securities to Clients

       Neither Picea 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

Picea generally provides advisory services to the following types of clients:

       ❖       Individuals
       ❖       High-Net-Worth Individuals

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