Brown Lisle/Cummings Inc

Item 5.       Fees and Compensation

FEES FOR INDIVIDUAL PORTFOLIO MANAGEMENT

The annual fee charged for our Individual Portfolio Management services is
based on the amount of assets under management as follows:

Assets Under Management                   Annual Fee (%)
The first $1,000,000                      1.50%
The next $1,000,000                       1.25%
Over $2,000,000                           1.00%

For example, if a client’s account is valued at $3,000,000, the annual fee would be
calculated as follows: ($1,000,000 x 1.50%) + ($1,000,000 x 1.25%) + ($1,000,000 x
1.00%).

Our fees are assessed quarterly, in advance, at the beginning of each quarter.
Therefore, clients are charged ¼ of their annual advisory fee every three months.
The fee is based upon the market value of the client's account at the end of the
previous three month period. Fees and/or credits, as applicable, are applied on a
prorated basis for account deposits and withdrawals during the following fee
period. Clients will be invoiced or have their fees debited from the account in
accordance with client authorization.

FEES FOR FINANCIAL PLANNING AND FINANCIAL CONSULTING

BLC’s Financial Planning and Financial Consulting fees will be determined based
on the nature of the services being provided, the complexity of each client’s
circumstances, the reports to be provided, and negotiations with the client. All fees
are agreed upon prior to entering into a contract with any client.

Our Financial Planning and Financial Consulting fees are calculated and charged on
a fixed fee basis. Our fixed fees typically range from $500 to $1,000 and are based
upon various objective and subjective factors, including the level and scope of the
financial planning and consulting services to be provided, the representative
rendering the financial planning and consulting services, and the anticipated
complexity of the engagement. As a result, BLC’s clients could pay diverse fees, and
the financial planning and consulting services to be provided by BLC could be
available from other advisers at lower fees. The ultimate fee shall be agreed upon
by BLC and the client prior to commencement of services and will be set forth in the
Financial Planning and Consulting Agreement between BLC and the client. We may
request a retainer upon completion of our initial fact-finding session with the client;
however, advance payment will never exceed $1,200 for work that will not be
completed within six months. The balance is due upon completion of the service.

BLC reserves the discretion to reduce or waive a client’s Financial Planning or
Financial Consulting fee if the client chooses to engage us for our portfolio
management services.

There is no minimum fee for Financial Planning and Financial Consulting clients.

GENERAL INFORMATION

Advisory Fees in General: Clients should note that similar advisory services may
(or may not) be available from other registered (or unregistered) investment
advisers for similar or lower fees.

Negotiability of Fees: In certain circumstances, our fees may be negotiable based on
a variety of subjective and objective factors, including but not limited to: the amount
of assets to be managed; account 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; negotiations
with the client; and other factors. In addition, certain legacy clients may be subject

to fee arrangements no longer offered to new clients and not described in this
Disclosure Brochure. All clients are advised to consult their services agreement with
BLC for details on their specific fee arrangement. As a result of these factors,
similarly-situated clients could pay different fees, and the services to be provided
by BLC to any particular client could be available from other advisers at lower fees.

Grandfathering of Minimum Account Requirements: Pre-existing advisory clients
are subject to BLC’s minimum account requirements and advisory fees in effect
at the time the client entered into the advisory relationship. Therefore, our firm's
fees and minimum account requirements will differ among clients.

Termination of the Advisory Relationship: A client agreement may be canceled
at any time, by either party, for any reason upon receipt of written notice. As
disclosed above, certain fees may be paid in advance of services provided. Upon
termination of any account, any prepaid, unearned fees will be promptly
refunded and any unpaid fees will be due and payable. In calculating a client’s
reimbursement of fees for Individual Portfolio Management accounts, we will pro
rate the reimbursement according to the number of days remaining in the billing
period.

Fund Fees: All fees paid to BLC for investment advisory services are separate and
distinct from the fees and expenses charged by mutual funds and/or ETFs to their
shareholders. These fees and expenses are described in each fund's prospectus.
These fees will generally include a management fee, other fund expenses, and a
possible distribution fee (known as a 12b-1 fee). Although BLC collects 12b-1 fees
in connection with investments made advisory accounts, BLC does receive any
compensation on such fees where they are credited back to the managed account
client. If the fund also imposes sales charges, a client may pay an initial or
deferred sales charge.

A client could invest in a mutual fund directly, without our services. In that case,
the client would not receive the services provided by our firm which are designed,
among other things, to assist the client in determining which mutual fund or funds
are most appropriate to each client's financial condition and objectives.
Accordingly, the client should review both the fees charged by the funds and our
fees to fully understand the total amount of fees to be paid by the client and to
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Item 7.       Types of Clients

BLC provides its advisory services, where appropriate, to individuals, trusts,
estates, charitable organizations, pension and profit-sharing plans, corporations
and other business entities. BLC does not impose any minimum fee or minimum
asset requirements.