Broadwater Capital Management LLC

Item 5:    Fees and Compensation

  A. Fee Description and Schedule
     Broadwater is usually compensated for its advisory services based on a percentage of the client’s
     assets under management. The firm’s current fee schedule, on an annualized basis will be the
     following percentage of assets:

                 1.0% of the first $1,000,000

                 0.8% of the next $1,000,000

                 0.65% of the balance

     Fees will be payable in arrears, on quarterly basis, calculated based on the value of the account
     on the last day of the month on a monthly basis. Fees may be negotiable. Situations in which fees
     may be negotiable include individuals or families with multiple accounts that can be grouped for
     billing purposes to lower overall fees.

  B. Fee Deduction and Invoices
     Generally, Broadwater deducts fees directly from client accounts. A client may elect to be billed
     for fees. Regardless of how fees are paid, all clients will receive statements from their custodian.
     Broadwater charges clients quarterly, but the fees are computed on a monthly basis based on
     each client’s account value at the end of each month. Fees are deducted quarterly at the time of
     invoicing.

  C. Other Fees Clients May Pay
      Broadwater fees do not include fees assessed by Fidelity, or other firms, related to custody or
      transactions and securities in client accounts. Such fees may include commissions for the buying
      or selling of securities, management and operating fees charged by mutual fund providers,
      custodial fees associated with the closing of an account, wire fees to move client funds, and
      mailing fees for expedited delivery of checks. Please see Item 12 for more information about
      Broadwater’s practices regarding brokers and custodians which can affect the fees clients pay.

  D. Prepayment of Broadwater Services
      Broadwater does not accept prepayment for services.

  E. Compensation for the Sale of Securities
      Broadwater does not receive any compensation based on the sale of securities.

Item 7:     Types of Clients

  Broadwater generally provides investment advisory services to individuals, trusts, charitable entities,
  small institutions, and personal corporations. Broadwater does not require a minimum account size.