Berkeley Capital Management LLC

FEES AND COMPENSATION

The Client agrees to pay the Advisor fees computed as a percentage of the market value of the principal assets
(securities and cash) in the investment portfolio at a rate, or combination of rates, based upon the Fee Schedule set
forth below. Until paid, the fees due the Advisor shall constitute a lien upon the assets of the advisory account.
Compensation to the Advisor shall not be based on a share of capital gains or capital appreciation of the client’s funds
or any portion thereof.

MANAGEMENT OF INVESTMENT ADVISORY ACCOUNTS:

Fee Schedule

Assets Under Management                            Annual Fee (%)

$0 - $399,999                                      1.20%
$400,000 - $999,999                                1.00%
$1,000,000 and above                               0.80%

Fees are paid quarterly in arrears. The Client also authorizes the Advisor to deduct advisory fees directly from the
Client's account. Fees are negotiable. Fees will be determined at the end of each quarter and will be based upon
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account(s) closing value, as reported by the account custodian on the last day of the quarter. On a limited basis and
with firm approval, the Client may select their billing method.

In the event of termination prior to the end of any quarter, fees will be calculated on a prorated basis, charged and
payable to the effective date of termination, based upon the market value(s) at the close of business on the last business
day of the calendar quarter immediately preceding the quarter in which the account is terminated.

The following sequence of steps is used to compute the final pro-rated advisory fee:

         1. Attain the account’s Asset Value as of the day of termination.
         2. Divide the percentage annual fee by four, as computed using the Fee Schedule above, then multiply the Asset
            Value by that number, this provides the full advisory fee amount.
         3. Multiply this value by the number of days in the current quarter leading up to the date of termination, then
            divide this number by the number of days in the current quarter. This provides the pro-rated value of the
            final Berkeley advisory fee.

All fees paid to the firm for investment management services are separate and distinct from the fees and expenses
charged by mutual funds to their shareholders as described in each fund prospectus. These fees will generally include
a management fee, other fund expenses, and a possible distribution fee. If the fund is sold on a short-term basis, the
account could be subject to a short-term redemption fee. Clients may incur brokerage and other transaction costs (see

TYPES OF CLIENTS

Berkeley accepts both accredited and non-accredited investors to provide investment advisory services to such as
individuals, trusts, businesses and retirement/pension plans. Berkeley does not currently have an absolute minimum
account size for investment portfolios.