Caleo Capital NA LLC

Item 5 – Fees and Compensation

     Portfolio Management Services
      Caleo’s standard fee schedule is as follows:

             Account Balance Annual Fee

               $0 - $499,999                                  2.00%

               $500,000 -$999, 999                            1.75%

               $1,000,000 - $4,999,999                        1.50%

               $5,000,000 +                                   1.25%

     Caleo provides flexibility in its fee structure which considers the client’s circumstances. A
     variety of factors are involved in establishing a fee structure and rate. Therefore, certain
     clients may pay higher fees than others. Clients having larger amount s of assets under
     management generally pay lower fees.

     Caleo may consider a legacy client’s “inherited” fee schedule from other firms, or we may
     charge a separate fee for self-directed, unmanaged assets on which we advise or include
     in consolidated reporting.

      In addition to Caleo’s fees, clients generally pay the Custodian Fees, and in some cases
      transaction fees, and mutual fund charge fees that are deducted from their share prices.

     Independent Managers charge separate fees, based on the individual client’s assets under
     their management or a percentage of all of our client’s aggregate assets under their
     management. These fees are in addition to the fees Caleo charges clients. Independent
     Manager fees, depending on the specific Independent Manager, and/or investment
     strategy, may withdraw their fees directly from the client’s account.

     The fee charged by Caleo will be calculated and paid monthly in arrears based upon the
     average daily balance of the account throughout the month. The Firm may also charge a
     fixed fee for financial planning services which is negotiable with clients based on size of
     account and complexity of desired services. Caleo’s fees are negotiable and may be higher
     than other advisers offering comparable services.

     Custody Fees are generally deducted directly from client accounts on a monthly basis in
     arrears, but clients may elect to alternatively pay fees by check or wire transfer directly to
     Caleo. The fees charged by Caleo will generally include outside managemen t fees but will
     not include other expenses such as trading costs and expenses charged by mutual funds in
     which Client’s funds may be invested. Additional information about brokerage practices may
     be found in Item 12 below.

     Clients will enter a written investment advisory contract with Caleo at the time we are
     retained for each engagement. The Contract may be terminated by the client immediately
     upon notice during the first five (5) calendar days from the date of execution without

Caleo Capital NA LLC                                                                         +1 (904) 312 0661
                                                                                     info@caleocapital-usa.com
                                                                                     www.caleocapital-usa.com

     penalty. Thereafter, the contract may be terminated by either party upon thirty (30)
     calendar days’ written notice.

     On an individual, limited and negotiated basis the Firm may also charge an annual flat
     retainer fee for ongoing services of which there is no range but will only be charged to
     clients who have authorized such fee in writing. The maximum flat fee charged wi ll be
     $25,000 annually.

     Financial Planning Services

     As set forth in Caleo’s Financial Planning Agreement, the firm charges an hourly rate or a
     fixed fee for financial planning services. Hourly fees are set at $250 per hour. Fixed and hourly rates
     are negotiable depending on the scope and complexity of the services requested and to be
     rendered by Caleo. Caleo’s hourly rates may change. Planning services provided on a fixed
     fee basis are not continuous advisory services and does not create a portfolio management
     relationship between a client and Caleo.

     An estimate of the total time expended, and costs will be determined at the start of the
     planning services relationship. In limited circumstances, the costs and time could potentially
     exceed the initial estimate, and in such cases Caleo will notify the client and request client’s
     approval of additional fees. Fees for financial planning are billed based on the disclosures
     agreed to in the Agreement and payable by check or credit card through the firm’s payment
     system.

     Fees are calculated and payable at the completion of the preliminary planning diligence
     session. In some cases, the hourly fees and/or fixed fee may be paid by client on a negotiated
     basis upon agreement between the client and Caleo. Fees for planning services are paid
     only to Caleo Capital NA and not to the Investment Advisor Representative. Client checks
     or credit card payments must be made payable only to Caleo Capital N.A.

     Fees for planning services are charged under a separate financial planning written
     agreement and not a discretionary managed account advisory services agreement. It is
     possible that clients may pay more or less for similar planning and or advisory services that
     may be available through another firm. In addition, fees for planning and or investment
     advisory services may be offered to other clients at a negotiated or reduced fee.

     Billing for Planning Services:

     Fees associated with the planning services are as agreed to by client with Caleo and as
     disclosed in the Planning Agreement. The Planning engagement begins at the time Caleo
     accepts the Planning Agreement. Fees are payable in accordance with the schedule
     selected in the Planning Agreement by the client and which may include flexible payment
...

Item 7 – Types of Clients

     Caleo offers investment management services to individuals and multi-generational families
     including trusts, estates, IRAs, 401K plans, businesses, employee benefit plans, charitable
     organizations and non-profits. Caleo imposes a minimum account initial investment of $100,000
     on managed accounts. However, we may, in our sole discretion, accept accounts with a lower
     initial account value if we determine that the nature and timing of the specific strategy is suitable
     for such an account. Such a determination will be made on a case-by-case basis upon
     information furnished by prospective clients. Caleo may accept certain IRA accounts with a
     minimum initial balance of $20,000.

     As noted previously, Caleo also provides customized investment advisory services to select
     individuals. Account size minimums and the fees for these services are negotiated
     separately, based on the type of services to be provided and size of account and strategy.