Alpha Capital Management LLC

Fees and Compensation

Our services are offered on a fee only basis. Fees for the initial quarter are based on
the value of your cash and securities on the date the custodian/broker-dealer receives
them and are prorated based upon the number of calendar days in the calendar
quarter that our agreement is in effect. Our fee schedule is described below:

             Assets Under Management                           Advisory Fee*
       Up to $2,000,000                                           0.90%
       Over $2,000,000                                            0.70%
          *All fees are negotiable and defined in your Investment Advisory Agreement.

Our annual fee is calculated and paid quarterly, in arrears, based upon the market
value of the assets on the last day of the previous quarter.

Broker-dealers and other financial institutions that hold client accounts are referred to
as custodians (“custodian/ broker-dealer”). Your custodian/broker-dealer determines
the values of the assets in your portfolio.

In addition to our fee, you may be required to pay other charges related to your
account(s) such as:
   • custodial fees;
   • brokerage commissions;
   • transaction fees;
   • internal fees and expenses charged by mutual funds, exchange traded funds
      (“ETFs”) and variable annuities;
   • fees charged by third party money managers;
   • maintenance and termination fees for individual retirement accounts (“IRAs”),
      certain retirement and qualified accounts; and,
   • other fees and taxes on brokerage accounts and securities transactions.

Mutual fund companies, ETFs, and variable annuity issuers charge internal fees and
expenses for their products. These fees and expenses are in addition to any advisory
fees charged by us. Complete details of these internal fees and expenses are explained
in the prospectuses for each investment.

If you purchase mutual fund shares through the custodian, you may pay a transaction

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fee that would not be charged if the transaction were made directly through the
mutual fund company. Also, mutual funds held in accounts at brokerage firms may
charge internal fees that are different from mutual funds held at the mutual fund
company.

You may purchase shares of mutual funds directly from the mutual fund company
without a transaction fee. Those investments, however, may not be part of our
advisory relationship with you. This means that they will not be included in the
investment strategies, investment performance monitoring, or investment
reallocations.

Please be sure to read the section entitled “Brokerage Practices,” which follows later
in this brochure.

Types of Clients

We provide advisory services primarily to high net worth individuals and their
families, including their trusts, estates and retirement accounts. We also provide
services to corporations or business entities, including their pension and profit sharing
plans.

As a condition for starting and maintaining an advisory relationship, we generally
require a minimum portfolio size of $2,000,000. We, at our sole discretion, may
accept clients with smaller portfolios based upon certain factors including anticipated
future earning capacity, anticipated future additional assets, account composition,
related accounts, and pre-existing client relationships. We may consider the portfolios
of your family members to determine if your portfolio meets the minimum size
requirement.

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Methods of Analysis, Investment Strategies and Risk of Loss

We employ a rigorous process in constructing a portfolio of third party investment
advisers, funds and/or ETFs based on individual client investment objectives and risk
tolerances. We begin the portfolio construction process by screening the universe of
managers, funds and ETFs using qualitative inputs such as fund strategy, assets under
management, fund expenses, and manager tenure. We also use quantitative inputs
based on historical returns, volatility of returns, variance of returns, value added by
fund manager, and the fund’s sensitivity to broad market movements.

Actual fund selection and portfolio weightings of funds are determined by how each
is expected to contribute to portfolio returns, in addition to the Adviser’s forward
looking outlook for asset classes.

Funds are monitored on a daily basis and can be sold for a number of reasons.
Reasons for selling a fund may include:

         underperformance of the fund vs. peers or expectations,
         identification of a more attractive fund,
         identification of a lower cost fund,
         an increase in volatility of a fund's returns,
         an unwanted change or drift in a fund's strategy, or
         a change in the fund's management.

Our investment strategies may include long-term and short-term investments. You
may place reasonable restrictions on the strategies to be employed in your account
(such as, for example, the types of investments to be held in your account).

Although we make recommendations and give advice in a manner we believe is
consistent with your specific investment objectives and risk tolerances, there can be
no guarantee that our efforts will be successful. General economic conditions,
current interest rates, the performance of a particular industry or a particular
company, and any number of other factors can affect investment performance.

You should be prepared to bear the risk of loss. All investments are subject to loss,
including (among other things) loss of principal, a reduction in earnings (including
interest, dividends and other distributions), and the loss of future earnings. Risks may
include market, interest rate, issuer, general economic, geo-political, and currency
exchange rate risks.

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The use of margin, options and short sales are higher risk strategies. It is possible to
lose all of the principal you invest, and sometimes more. In a cash account, your risk
is limited to the amount of money that you have invested. In a margin account, your
risk includes the amount of money invested plus the amount that has been loaned to
you. When you short sell, your losses can be infinite.

You should also be aware that transactions in the account (including account
reallocations and rebalancing) may trigger a taxable event for you (unless your account
is a qualified retirement account).