Whalen Capital Inc

Item 5: Fees and Compensation
Method of Compensation and Fee Schedule
 ASSET MANAGEMENT
 WCI offers discretionary direct asset management services to advisory Clients. WCI charges
 an annual investment advisory fee based on the total assets under management as follows:
                Assets Under Management                       Annual Fee      Quarterly Fee
            First $2,000,000 ($0-$2,000,000)                    2.0%              .50%
    Your next $2,000,000 ($2,000,000.01 - $4,000,000)           1.5%             .375%

          Subsequent amounts ($4,000,000.01+)                    1.0%               .25%
This is a blended fee schedule, the asset management fee is calculated by applying different
rates to different portions of the portfolio. WCI may group certain related Client accounts
for the purposes of achieving the minimum account size and determining the annualized
fee.
For example (based on monthly/quarterly billing period):
Client with $2,500,000 under management would pay $47,500.00 on an annual basis.
              AUM                  Quarterly fee      Total
              First $2,000,000     x 0.50% =          $10,000.00
              Next $500,000        x 0.375% =         $1,875.00
              Grand total for the quarter             $11,875.00
The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of
assets, anticipated future earning capacity, anticipated future additional assets, dollar
amounts of assets to be managed, related accounts, account composition, negotiations with
Clients, etc.). Fees are billed quarterly in advance based on the amount of assets managed
as of the close of business on the last business day of the previous quarter. If margin is
utilized, the fees will be billed based on the net asset value of the account. Lower fees for
comparable services may be available from other sources. Clients may terminate their
account within five (5) business days of signing the Investment Advisory Agreement with
no obligation and without penalty. After the initial five (5) business days, the agreement
may be terminated by WCI with thirty (30) days written notice to Client and by the Client at
any time with written notice to WCI. For accounts opened or closed mid-billing period, fees
will be prorated based on the days services are provided during the given period. All
unpaid earned fees will be due to WCI. Additionally, all unearned fees will be refunded to
the Client. Client shall be given thirty (30) days prior written notice of any increase in fees.
Any increase in fees will be acknowledged in writing by both parties before any increase in
said fees occurs.
FINANCIAL PLANNING AND CONSULTING
WCI charges an hourly fee for financial planning. Prior to the planning process the Client
will be provided an estimated plan fee. Services are completed and delivered inside of
ninety (90) days contingent upon timely delivery of all required documentation. Client may
cancel within five (5) business days of signing Agreement with no obligation and without
penalty. If the Client cancels after five (5) business days, any unearned fees will be
refunded to the Client, or any unpaid earned fees will be due to WCI. Fees are negotiable.
WCI reserves the right to waive the fee should the Client implement the plan through WCI.
       HOURLY FEES
       Financial Planning Services are offered based on an hourly fee of $350 per hour.
Fees for financial plans are:
       Billed 50% in advance with the balance due upon plan delivery.
ERISA PLAN SERVICES
The annual fees are based on the market value of the Included Assets and will not exceed
1.5%. The annual fee is negotiable and may be charged as a percentage of the Included
Assets. Fees are charged quarterly in in advance based on the assets as calculated by the
custodian or record keeper of the Included Assets (without adjustments for anticipated
withdrawals by Plan participants or other anticipated or scheduled transfers or

 distribution of assets). If the services to be provided start any time other than the first day
 of a quarter or month, the fee will be prorated based on the number of days remaining in
 the quarter or month. If this Agreement is terminated prior to the end of the billing cycle,
 WCI shall be entitled to a prorated fee based on the number of days during the fee period
 services were provided or Client will be due a prorated refund of fees for days services
 were not provided in the billing cycle.
 The fee schedule, which includes compensation of WCI for the services is described in
 detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees,
 however the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or
 have fees deducted from Plan Assets. WCI does not reasonably expect to receive any
 additional compensation, directly or indirectly, for its services under this Agreement. If
 additional compensation is received, WCI will disclose this compensation, the services
 rendered, and the payer of compensation. WCI will offset the compensation against the fees
 agreed upon under the Agreement.
Client Payment of Fees
 Fees for asset management services are deducted from a designated Client account to
 facilitate billing or they may pay WCI directly. The Client must consent in advance to direct
 debiting of their investment account.
 Fees for financial plans will be billed to the Client and paid directly to WCI.
Additional Client Fees Charged
 Custodians may charge transaction fees other related costs on the purchases or sales of
 mutual funds, equities, bonds, options and exchange-traded funds. Mutual funds, money
 market funds and exchange-traded funds also charge internal management fees, which are
 disclosed in the fund’s prospectus. Margin interest may also apply for Client electing to
 utilize margin on their account(s). WCI does not receive any compensation from these fees.
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Item 7: Types of Clients
Description
 WCI generally provides investment advice to individuals, high net worth individuals, trusts,
 estates, charitable organizations, foundations, endowments, corporations or business
 entities, corporate pension and profit sharing plans, Taft-Hartley plans, and municipalities.
 Client relationships vary in scope and length of service.
Account Minimums
 WCI does not require a minimum to open an account.