Powell Investment Advisors LLC

FEES & COMPENSATION

    Portfolio Management

    Portfolio management is provided on an asset-based fee arrangement. Management fees are
    calculated based on the aggregate market value of your account on the last business day of the
    previous calendar quarter multiplied by the annual percentage rate for each portion of your
    portfolio assets that fall within each tier, that value is then divided by the number of days in
    the year and again multiplied by the number of days in the quarter being billed (See “Billing”
    below under “Protocols for Portfolio Management” for more information.).

    We retain discretion to negotiate the management fee within each tier on a client-by-client
    basis depending on the size and complexity of the portfolio managed. In addition, a fee break
    will occur as assets in your portfolio increase past the following tier:

                                                                                              Annual Fee
                    Account Value                                                                Rate
                                                                                               Not to Exceed

                    First $3,000,000 ......................................................     1.00%
                    Next $2,000,000 ......................................................      0.75%
                    Next $2,000,000 ......................................................      0.65%
                    Next $3,000,000 ......................................................      0.50%
                    Over $10,000,000 ....................................................       0.35%

    We have a $10,000 minimum annual fee requirement ($2,500 billed quarterly), which may be
    waived or reduced if we feel circumstances are warranted. Accounts with portfolio values
    that fall below $1,000,000 will be subject to this minimum annual fee, which can exceed
    our highest published 1.00% Annual Fee Rate (e.g., a managed account of $500,000 with a
    minimum annual fee charge of $10,000, will translate into an annual fee rate of 2.00%).

    Protocols for Portfolio Management

    The following protocols establish how we handle our portfolio management accounts and what
    you should expect when it comes to: (i) managing your account; (ii) your bill for investment
    services; and (iii) other fees charged to your account(s).
Form ADV: Part 2A                                                                                    Powell Investment Advisors, LLC

                                                                                              DISCLOSURE BROCHURE

        Discretion

        We will establish discretionary trading authority on all management accounts to execute
        securities transactions at anytime without your prior consent or advice.         At anytime
        however, you may impose restrictions, in writing, on our discretionary authority (i.e., limit
        the types/amounts of particular securities purchased for your account, exclude the ability to
        purchase securities with an inverse relationship to the market, limit our use of leverage,
        etc.).

        Billing

        Your account will be billed a blended fee quarterly in advance based on the fair market
        value for the portion of your portfolio that fall within each tier of our fee schedule. For
        example:

                         Account Value:                Annual Fee %      Annual Fee
                         $7,500,000                        (Per Tier)     (Billed per Tier)

                         First $3,000,000                 1.00%           $30,000
                         Next $2,000,000                  0.75%           $15,000
                         Next $2,000,000                  0.65%           $13,000
                         Next $500,000                    0.50%            $2,500
                         Total Annual Fee:                                $60,500
                         Blended Annual Fee %           0.8067%

        For new managed accounts opened in mid-quarter, our fee will be based upon a pro-rated
        calculation of your assets to be managed for the current quarterly period. Advisory fees will
        be deducted first from any money market funds or cash balances. If such assets are
        insufficient to satisfy payment of such fees, a portion of the account assets will be liquidated
        to cover the fees.

        Deposits and Withdrawals

        Assets deposited by you into your portfolio management account between billing cycles will
        not result in additional management fees being billed to your account unless such deposits
        exceed $50,000. We do not want to discourage you from investing additional capital for
        your future but deposits of this amount or greater, in most cases, will require modifications
        and adjustments to your investment allocation. Therefore, we reserve the right to bill your
        account a pro-rated fee based upon the number of days remaining in the current quarterly
        period for deposits exceeding the above amount.

        For assets you may withdraw during the quarter, we do not make partial refunds of our
        quarterly portfolio management fee. Just as with deposits, withdrawals from your account
        will require modifications and adjustments to be made to correct the allocation of assets in
        your portfolio.

        Fee Exclusions

        The above fees for all of our management services are exclusive of any charges imposed by
        the custodial firm including, but not limited to: (i) any Exchange/SEC fees; (ii) certain
        transfer taxes; (iii) service or account charges, including, postage/handling fees, electronic
        fund and wire transfer fees, auction fees, debit balances, margin interest, certain odd-lot
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TYPES OF CLIENTS

    The types of clients we offer advisory services to are described above under “Who We Are” in
    the Item 4, the “Advisory Business” section. Our minimum account size and/or minimum fee
    for portfolio management is disclosed above under “Portfolio Management” in Item 5 above in
    the, “Fees & Compensation” section of this Brochure.