Aviance Capital Partners LLC

Item 5           Fees and Compensation

   A. INVESTMENT ADVISORY SERVICES
         Aviance’s annual investment advisory fee is generally based upon a percentage of the market value
         of the assets placed under Aviance’s management charged on a tiered basis as follows:

    Portfolio Value                                                                ANNUAL FEE
    First $3,000,000                                                               1.00%
    Additional Assets between $ 3,000,001 - $10,000,000                            0.85%
    Amounts Exceeding $10,000,000                                                  0.75%

    Unless Aviance expressly agrees otherwise in writing, account assets consisting of cash and cash
    equivalent positions are included in the value of an account’s assets for purposes of calculating
    Aviance’s advisory fee. Clients can advise Aviance not to maintain (or to limit the amount of) cash
    or cash equivalent positions in their account. Aviance’s investment advisory fee is negotiable at
    Aviance’s discretion, depending upon objective and subjective factors including but not limited to:
    the amount of assets to be managed, portfolio composition, the scope and complexity of the
    engagement, the anticipated number of meetings and servicing needs, related accounts, future
    earning capacity, anticipated future additional assets, the professionals rendering the services, prior
    relationships with Aviance and its representatives, and negotiations with the client. As a result of
    these factors, similarly situated clients could pay different fees, the services to be provided by
    Aviance to any particular client could be available from other advisers at lower fees, and certain
    clients may have fees that differ from those specifically set forth above.

    FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
    Upon specific client request, Aviance may agree to provide financial planning and consulting
    services (including investment and non-investment related matters, including estate planning,
    insurance planning, etc.) on a stand-alone fee basis. Aviance’s negotiable planning and consulting
    fees generally range from $1,500 to $10,000, depending upon the complexity of the engagement,
    payable according to the terms and conditions of a Financial Planning and Consulting Agreement.

B. Clients may elect to have Aviance’s advisory fees deducted from their custodial account. Both
   Aviance’s advisory agreement and the custodial/clearing agreement may authorize the custodian to
   debit the account for the amount of Aviance’s investment advisory fee and to directly remit that fee
   to Aviance in compliance with regulatory procedures. In the limited event that Aviance bills the
   client directly, payment is due upon receipt of Aviance’s invoice. Except for certain limited existing
   clients, Aviance deducts fees or bills clients quarterly in arrears based upon the market value of the
   assets on the last business day of the previous quarter. In calculating market value, Aviance
   generally includes accrued interest on individual fixed income securities.

C. Aviance generally recommends Charles Schwab & Co., Inc. (“Schwab”) or Fidelity Inc. (“Fidelity”)
   and their respective affiliated entities serve as the broker-dealers/custodians for client investment
   management assets. Broker-dealers charge transaction fees for executing certain securities transactions
   according to their fee schedule and they or their affiliated or unaffiliated custodians impose additional
   charges for custodial services and other fees associated with maintaining the client’s account. Without
   limiting the foregoing, clients may also be required to pay certain charges and administrative fees related
   to their investment advisory accounts including, but not limited to, transaction charges (including mark-
   ups and mark-downs) resulting from trades executed through or with a broker-dealer other than the
   designated broker-dealer/custodian, transfer taxes, transfer or wiring fees, odd lot differentials,
   exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges,
   taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with
   regard to client accounts. Individual fixed income transactions may be effected through broker-dealers
   other than those affiliated with the account custodian, in which event, the client can incur both the fee
   (commission, mark-up/mark-down) charged by the executing broker-dealer and a separate tradeaway /
   prime brokerage fee charged by the account custodian. For mutual fund and ETF purchases, clients will
   incur charges imposed by the respective fund which represent the client’s pro rata share of the fund’s

         management fee and other fund expenses. These fees and expenses are described in each fund’s
         prospectus or other offering documents. Aviance does not share in the fees or expenses charged by the
         broker-dealers/custodians and fund sponsors described in this Item 5.C.

   D. Except for certain limited existing clients, Aviance’s annual investment advisory fee is prorated
      and paid quarterly, in arrears, based upon the market value of the assets on the last business day of
      the previous quarter. The applicable form of agreement between Aviance and the client will
      continue in effect until terminated by either party by written notice in accordance with the terms of
      the agreement. Upon termination, Aviance charges clients for advisory services on a prorated basis
      for the services provided.

   E. Neither Aviance nor its representatives accept compensation from the sale of securities. However,
      as set forth in Item 10.C. below, clients may engage certain of Aviance’s representatives to purchase
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Item 7           Types of Clients

         Aviance’s clients generally include individuals, high net worth individuals, trusts, estates, pension
         and profit-sharing plans, corporations, and other business entities. Aviance generally prefers to
         work with clients who have at least $500,000 in assets designated for management. Aviance, in its
         sole discretion, may reduce or waive its minimum investment requirements and/or charge a lesser
         investment advisory 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.).