BPS Capital Management Inc

Item 5 - Fees and Compensation:

Assets Under Management (AUM) Fee Structure: BPS Capital shall be compensated
monthly at the end of each month of service, at the negotiated rate of one twelfth of
current par value of all securities held on the previous month-end. The fee rate is
negotiated with each Advisor, and they have discretion to include break point pricing,
and will not be more than 25 bps (max). BPS Capital may discount or waive certain fees
and charges.

Capped Fee Structure: BPS Capital shall be compensated monthly at the end of each
month of service, at the negotiated AUM calculation until agreed upon monthly fee cap
is reached.

Fixed Fee Structure: BPS Capital shall be compensated monthly at the end of each
month of service, at the negotiated fixed fee at account opening.

Fees are billed monthly or quarterly as outlined in each Advisory Agreement. Clients
may incur transactional fees for trade away services depending on custodian. Advisors
are not compensated for sales of certain securities or proprietary products.

Item 7 - Types of Clients:

BPS Capital provides portfolio management services to high-net-worth individuals
(clients with at least $1 million of investment assets), banking institutions, insurance
companies, corporations, municipalities, colleges and universities, pension and profit-
sharing plans, charitable institutions, foundations, endowments, and non-profit
organizations.

                        7900 International Drive, Suite 1050 Bloomington, MN 55425
                        Phone: 952-893-0177 Fax: 952-893-0909 www.bpscapital.com