Ridgepath Capital Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

      Total Assets Under Management          Annual Fees
      $1,000,000 - $5,000,000                0.80%

      $5,000,001 - And Up                    0.60%

RCML uses the value of the account as of the last business day of the prior 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.

These fees are generally negotiable and the final fee schedule is attached as Exhibit II of
the Investment Advisory Contract. Clients may terminate the agreement without penalty
for a full refund of RCML'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.

Selection of Other Advisers Fees

RCML may direct clients to third-party investment advisers. RCML will be compensated
via a fee share from the advisers to which it directs those clients. The fees shared are
negotiable and will not exceed any limit imposed by any regulatory agency. The notice of
termination requirement and payment of fees for third-party investment advisers will
depend on the specific third-party adviser selected.

RCML may specifically direct clients to Axxcess Wealth Management (“Axxcess”). The
annual fee schedule is as follows:

     Total Assets               RCML’s Fee        Axxcess’ Fee         Total Fee
$1,000,000 – $5,000,000           0.80%              0.05%              0.85%
 $5,000,001 – and Up              0.60%              0.05%              0.65%

Tax Preparation Service Fees

Fees associated with this service are project costed based on the complexity of the tax
return prepared. Consulting or planning fees are generally charged at $150 per hour.

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Asset-based portfolio management fees are withdrawn directly from the client's accounts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 quarterly basis. Fees are paid in advance.

Payment of Selection of Other Advisers Fees

Fees are paid quarterly in advance.

Fees for selection of Axxcess Wealth Management as third-party adviser are withdrawn
by Axxcess Wealth Management directly from client accounts. RCML then receives its
portion of the fees from Axxcess Wealth Management. RCML does not directly deduct the
advisory fees.

Payment of Tax Preparation Service Fees

Payments are generally made by client in form or check 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 RCML. Please see Item 12 of this brochure
regarding broker-dealer/custodian.

D. Prepayment of Fees

RCML collects fees in advance. Refunds for fees paid in advance will be returned within
fourteen days to the client via check, or return deposit back into the client’s account.

For all asset-based fees paid in advance, the fee refunded will be equal to the balance of
the fees collected in advance minus the daily rate* times the number of days elapsed in
the billing period up to and including the day of termination. (*The daily rate is calculated
by dividing the annual asset-based fee rate by 365.)

E. Outside Compensation For the Sale of Securities to Clients

Neither RCML nor its supervised persons accept any compensation for the sale of
securities or other investment products, including asset-based sales charges or service fees
from the sale of mutual funds.

Item 7: Types of Clients

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

              ❖       Individuals
              ❖       High-Net-Worth Individuals

       There is an account minimum of $1,000,000, which may be waived by RCML in its
       discretion.