Segment Wealth Management LLC

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         The Registrant provides discretionary and/or non-discretionary investment advisory
         services on a negotiable fee-only basis. The Registrant’s annual investment advisory fee
         shall be based upon a percentage (%) of the market value of the assets placed under the
         Registrant’s management, generally ranging between negotiable and 1.25%) as follows:

                   Market Value of Portfolio                  Annual fee as % of Assets
                      Up to $1,000,000                                  1.25%
                   $1,000,001 to $3,000,000                             1.00%
                      Above $3,000,000                                Negotiable

         Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee,
         waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, complexity of the
         engagement, anticipated services to be rendered, grandfathered fee schedules, employees
         and family members, courtesy accounts, competition, negotiations with client, etc.).

    As result of the above, similarly situated clients could pay different fees. In addition,
    similar advisory services may be available from other investment advisers for similar or
    lower fees.

B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
   account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
   agreement may authorize the custodian to debit the account for the amount of the
   Registrant's investment advisory fee and to directly remit that management fee to the
   Registrant in compliance with regulatory procedures. In the limited event that the
   Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.
   The Registrant shall deduct fees and/or bill clients quarterly in advance, based upon the
   market value of the assets on the last business day of the previous quarter.

C. As discussed below, unless the client directs otherwise or an individual client’s
   circumstances require, the Registrant shall generally recommend that Charles Schwab &
   Co., Inc. (“Schwab”) or Vanguard serve as the broker-dealer/custodian for client
   investment management assets.

    Broker-dealers such as Schwab and Vanguard charge brokerage commissions and/or
    transaction fees for effecting certain securities transactions (i.e., transaction fees are
    charged for certain no-load mutual funds, commissions are charged for individual equity
    and fixed income securities transactions). In addition to Registrant’s investment
    management fee, brokerage commissions and/or transaction fees, clients will also incur,
    relative to all mutual fund and exchange traded fund purchases, charges imposed at the
    fund level (e.g., management fees and other fund expenses).

    Tradeaway/Prime Broker Fees. Relative to its discretionary investment management
    services, when beneficial to the client, individual fixed income transactions may be
    effected through broker-dealers other than the account custodian, in which event, the client
    generally will incur both the fee (commission, mark-up/mark-down) charged by the
    executing broker-dealer and a separate “tradeaway” and/or prime broker fee charged by
    the account custodian (Schwab and Vanguard).

D. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in
   advance, based upon the market value of the assets on the last business day of the previous
   quarter, adjusting for inflows and outflows. The Registrant does not generally require an
   annual minimum fee or asset level for investment advisory services. The Registrant, in its
   sole discretion, may charge a lesser investment management fee based upon certain criteria
   (i.e., anticipated future earning capacity, anticipated future additional assets, dollar amount
   of assets to be managed, related accounts, account composition, negotiations with client,
   etc.).

    Since the fee is determined quarterly, in advance, based upon the market value of such
    assets on the last day of the previous quarter (month, if billing monthly), the Registrant’s
    policy is to treat intra-quarter (intra-month, if billing is monthly) account additions and
    withdrawals equally, unless indicated to the contrary on the Registrant’s written Brochure
    and/or Investment Advisory Agreement executed by the client.

    The Investment Advisory Agreement between the Registrant and the client will continue in
    effect until terminated by either party by written notice in accordance with the terms of the
    Investment Advisory Agreement. Upon termination, the Registrant shall only refund the

         client if client provides advance notice, and the refund will be the pro-rated portion of the
         advanced advisory fee paid based upon the number of days remaining in the billing quarter.
         If Registrant terminates the client engagement, a prorated portion of the client’s fees will
         be refunded automatically.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, pension and
         profit-sharing plans, trusts, estates and charitable organizations. The Registrant does not
         generally require an annual minimum fee or asset level for investment advisory services.

         Registrant, in its discretion, may charge a lesser investment advisory fee, charge a flat fee,
         waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, complexity of the
         engagement, anticipated services to be rendered, grandfathered fee schedules, employees
         and family members, courtesy accounts, competition, negotiations with client, etc.).

         As result of the above, similarly situated clients could pay different fees. In addition,
         similar advisory services may be available from other investment advisers for similar or
         lower fees.