Baybridge Capital Group LLC

Item 5: Fees and Compensation
 Method of Compensation and Fee Schedule
  ASSET MANAGEMENT
  BBCG offers discretionary asset management services to advisory clients. The fees for these services will
  be based on a percentage of Assets Under Management as follows:

                Assets Under Management (AUM)                      Annual AUM Fee
          $0 - $250,000                                                $2,500*
          $250,001 - $1MM                                                 1%
          $1,000,001 - $2MM                                             0.90%
          $2,000,001 - $3MM                                             0.80%
          $3,000,001 - $4MM                                             0.70%
          $4,000,001 - $5MM                                             0.60%
          $5,000,001 - $6MM                                             0.50%
          $6,000,001 - $7MM                                             0.40%
          $7,000,001 - $8MM                                             0.30%
          $8,000,001 - $9MM                                             0.20%
          $9,000,001+                                                   0.10%
          $10,000,001+                                           Custom Pricing May
                                                                        Apply
               *Minimum fee of $2,500. If the Account does not have enough assets under
              management to meet the $2,500 minimum fee, the Client will be responsible to
             pay the $2,500 minimum fee. BBCG will only charge the fixed fee until the assets
                         under management fee surpasses the minimum fixed fee.

  The annual fee may be negotiable. Accounts within the same household may be combined for a reduced
  fee. BBCG will not be compensated on the basis of a share of capital gains upon or capital appreciation
  of the funds or any portion of the funds of the Account. New client accounts will be assessed a prorated
  fee in arrears based on the starting account value in order to compensate BBCG for services rendered
  through the end of the initial quarter with BBCG.

  Fees are billed quarterly in advance. The advisory fee is a blended fee and is calculated by assessing
  the percentage rates using the predefined levels of assets as shown in the above chart and applying
  the fee to the last day account balance from the prior calendar quarter, resulting in a combined
  weighted fee. For example, an account valued at $2,000,000 would pay an effective fee of 0.95%
  with the annual fee of $19,000.00. The quarterly fee is determined by the following calculation:
  (($1,000,000 x 1.00%) + ($1,000,000 x 0.90%)) ÷ 4 = $4,750. The Quarterly AUM fee will be
  prorated for any large cashflows, whether inflows or outflows, that total $50,000 or more in a single
  quarter. BBCG itself, does not price any investment or security for which it charges a management fee
  or that is included in the portfolio return.

  Investment advisory fees will be deducted from the Clients' Account by the Custodian each quarter and
  will be reflected in an informational fee invoice provided to the Client as fees are withdrawn. The fees
  must be paid within ten (10) days following the beginning of the quarter which the account is being billed
  for.

                                        BayBridge Capital Group, LLC

    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 for a full refund.
    Clients may terminate advisory services with thirty (30) days written notice. The client will be entitled to
    a pro rata refund for the days service was not provided in the final quarter. Client shall be given thirty
    (30) days prior written notice of any increase in fees, and client will acknowledge, in writing, any
    agreement of increase in said fees.

ERISA PLAN SERVICES
The annual fees are based on a fixed fee, or on the market value of the Included Assets based on the
following fee schedule:
     Assets Under                  Annual Fee              Quarterly Fee          Monthly Fee
     Management
     $0 - $500K                    0.75% *                 0.1875%                0.0625%
     $500,001 - $1MM               0.60%                   0.15%                  0.05%
     $1,000,001 - $2MM             0.50%                   0.125%                 0.04167%
     $2,000,001 - $3MM             0.40%                   0.1%                   0.03333%

     $3,000,001 - $4MM             0.35%                   0.0875%                0.02917%
     $4,000,001 - $5MM             0.30%                   0.075%                 0.025%
     $5,000,001- $10MM             0.25%                   0.0625%                0.02083%
     $10,000,001 - $25MM           0.20%                   0.05%                  0.01667%
 * Minimum fee of $4,000. If a plan does not have enough assets under management to meet the $4,000 minimum fee, the
 plan sponsor will be responsible to pay the $4,000 minimum fee. BBCG will only charge the fixed fee until
 the assets under management fee surpasses the minimum fixed fee.
 BBCG may charge a fixed fee based on $200/hour, the client will agree to the total fee prior to services
 being rendered and will not be charged more if hours of service exceed the estimated length of time.
 Fixed fees will be charged in the following circumstances:
        • BBCG will charge a fixed fee for plans that include excluded assets (as mentioned in Item
            4). The fee for the plan will be based on the general scope of work to be provided
            and the amount of time spent on the services.
 If a plan exceeds $25,000,000, BBCG will charge a flat fee that will be negotiable and will not
 exceed 0.20%.
...

Item 7: Types of Clients
  Description
   BBCG generally provides investment advice to individuals, high net worth individuals, pension and profit-
   sharing plans, and businesses. Client relationships vary in scope and length of service.

  Account Minimums
   BBCG does not require a minimum to open an account.