Black Capital Management LLC

Item 5           Fees and Compensation

   A. Black Capital provides non-discretionary and/or discretionary investment advisory
      services on a fee-only basis. Black Capital’s annual investment advisory fee shall be based
      upon a percentage (%) of the market value and type of assets placed under Black Capital’s
      management, and is negotiable but generally ranges between 0.50% and 1.00% as follows:
                                    Estimated Annual Fee Schedule:

                          Market Value of Assets                      % of Assets
                          From $100,000 to $2.0 million                 1.00%
                          Next $2.0 to $5.0 million                     0.75%
                          Above $5.0 million                            0.50%

                 * Black Capital generally requires a minimum asset level of $1 Million for
                   investment advisory services.

         Black Capital’s investment advisory fee is negotiable at Black Capital’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 professional(s) rendering
         the service(s); prior relationships with Black Capital and/or 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 Black Capital to any particular client could
         be available from other advisers at lower fees, and certain clients may have fees different
         than those specifically set forth above.

   B. Black Capital’s advisory fees are deducted from the client’s custodial account. Both Black
      Capital's Investment Advisory Agreement and the custodial/clearing agreement authorize
      the custodian to debit the account for the amount of Black Capital's investment advisory
      fee and to directly remit that management fee to Black Capital in compliance with
      regulatory procedures.

         In the limited event that Black Capital bills the client directly, payment is due upon receipt
         of Black Capital’s invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s
      circumstances require, Black Capital shall generally recommend that Charles Schwab &
      Co. (“Schwab”) serve as the broker-dealer/custodian for client investment management
      assets.

         Broker-dealers such as Schwab charge brokerage commissions and/or transaction fees for
         effecting certain securities transactions (i.e., including transaction fees for certain mutual
         funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The

         types of securities for which transaction fees, commissions, and/or other type fees (as well
         as the amount of those fees) shall differ depending upon the broker-dealer/custodian.

         While certain custodians, including Schwab and Fidelity, generally (with the potential
         exception for large orders) do not currently charge fees on individual equity transactions
         (including ETFs), others do.

         There can be no assurance that Schwab and/or Fidelity will not change their transaction fee
         pricing in the future.

         Fidelity and Schwab may also assess fees to clients who elect to receive trade confirmations
         and account statements by regular mail rather than electronically.

   D. Black Capital shall generally deduct fees and/or bill clients quarterly in arrears based upon
      the market value of the assets on the last business day of the previous calendar quarter,
      adjusting for inflows and outflows during the billing period.

         Black Capital provides client five (5) business days after signing investment management
         agreement during which client, with written notice to Black Capital, may terminate
         agreement and receive full refund.

         The Investment Advisory Agreement between Black Capital and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, Black Capital shall debit the account
         for any earned and unpaid advisory fee as of the date of termination. To the extent a client
         has made any advance payment, upon termination a prorated refund will be made.

   E. Neither Black Capital, nor its representatives, accepts compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         Black Capital offers to its clients (individuals, trusts, estates and charitable organizations,
         etc.) investment advisory services on a non-discretionary and/or discretionary basis.