Capital Advisors Ltd LLC

Item 5            Fees and Compensation

    A. The client can determine to engage Capital Advisors to provide discretionary or non-
       discretionary investment advisory services on a fee basis. Capital Advisors fees are
       generally negotiable and described in greater detail below.

         INVESTMENT ADVISORY SERVICES
         Capital Advisors’ annual investment advisory fees vary (up to 1.25% of the total assets
         placed under Capital Advisors’ management/advisement). Capital Advisors policy is to
         treat intra-quarter account additions and withdrawals equally and Capital Advisors will
         adjust client fees for intra-quarter inflows and outflows of $1000 and above. Capital
         Advisors shall generally price its advisory services based upon various objective and
         subjective factors. As a result, our clients could pay diverse fees based upon the type,
         amount and market value of their assets, the anticipated complexity of the engagement, the
         anticipated level and scope of the overall investment advisory services to be rendered.
         Additional factors affecting pricing can include related accounts, employee accounts,
         competition, and negotiations. As a result of these factors, similarly situated clients could
         pay diverse fees, and the services to be provided by Capital Advisors to any particular
         client could be available from other advisers at lower fees. All clients and prospective
         clients should be guided accordingly. Capital Advisors’ Chief Compliance Officer, Mark
         Ciulla, remains available to address any questions that a client or prospective client may
         have regarding advisory fees.

         Capital Advisors does not generally require an annual minimum fee or asset level for
         investment advisory services., Lincoln Investment or Charles Schwab does not assess an
         annual minimum fee for client accounts that are managed by Capital Advisors. Clients
         should be guided accordingly in determining where to open or maintain their accounts.

         To the extent specifically requested and engaged by an individual client, Capital Advisors
         will generally provide financial planning and consulting services. In the event that the
         client requires extraordinary planning or consultation services (to be determined in the sole
         discretion of Capital Advisors), Capital Advisors may determine to charge a client for these
         additional services pursuant to a stand-alone written agreement, which are described in the
         following paragraph.

         FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
         To the extent specifically requested by a client, Capital Advisors may determine to provide
         financial planning and/or consulting services (including investment and non-investment
         related matters, including estate planning, insurance planning, etc.) on a stand-alone fee
         basis. Capital Advisors’ planning and consulting fees are negotiable, but generally range

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         from $5,000 to $15,000 on a fixed fee basis, and from $200 to $400 on an hourly rate basis,
         depending upon the level and scope of the service(s) required and the professional(s)
         rendering the service(s).

    B. Clients may elect to have Capital Advisors’ advisory fees deducted from their custodial
       account. Both Capital Advisors’ Investment Advisory Agreement and the custodial/
       clearing agreement may authorize the custodian to debit the account for the amount of
       Capital Advisors’ investment advisory fee and to directly remit that management fee to
       Capital Advisors in compliance with regulatory procedures. In the limited event that
       Capital Advisors bills the client directly, payment is due upon receipt of Capital Advisors’
       invoice. Capital Advisors deducts fees and/or bill clients quarterly in advance, based upon
       the market value of the assets on the last business day of the previous quarter. Capital
       Advisors adjusts its fee for individual contributions and withdrawals greater than or equal
       to $1,000 during a quarter and applies that adjustment in the following quarter.

    C. As discussed below, unless the client directs otherwise or an individual client’s
       circumstances require, Capital Advisors generally recommends that Pershing or Schwab
       serve as the custodian for client investment management assets. Each custodian is also
       responsible for effecting transactions in accounts maintained with them and charge
       brokerage commissions and transaction fees for effecting certain securities transactions
       (i.e. transaction fees are charged for certain no-load mutual funds, commissions are charged
       for individual equity transactions, and mark-ups and mark-downs are charged for fixed
       income transactions). In addition, client accounts may invest in open-end mutual funds
       (including money market funds) and ETFs that have various internal fees and expenses (i.e.
       management fees), which are paid by these funds but ultimately borne by clients as a fund
       shareholder. These internal fees and expenses are in addition to the fees charged by Capital
       Advisors. Client assets can be invested in a share class of a mutual fund with internal fees
       and expenses that are higher than one or more other available share classes of the fund.

    D. Capital Advisors’ annual investment advisory fee is prorated and paid quarterly, in
       advance, based upon the market value of the assets on the last business day of the previous
       quarter and is based upon the custodial valuation of the client’s account. Capital advisors’
       policy is to treat intra-quarter account additions and withdrawals of $1,000 or more equally
...

Item 7            Types of Clients

         Capital Advisors’ clients generally include individuals, high net worth individuals,
         business entities, trusts, estates, pension and profit sharing plans and charitable
         organizations.

         Capital Advisors generally does not impose a minimum asset requirement or minimum
         asset fee for its services. However, Capital Advisors, shall generally price its advisory
         services based upon various objective and subjective factors. As a result, our clients could
         pay diverse fees based upon the type, amount and market value of their assets, the

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         anticipated complexity of the engagement, the anticipated level and scope of the overall
         investment advisory services to be rendered. Additional factors affecting pricing can
         include related accounts, employee accounts, competition, and negotiations. As a result of
         these factors, similarly situated clients could pay diverse fees, and the services to be
         provided by Registrant to any particular client could be available from other advisers at
         lower fees. All clients and prospective clients should be guided accordingly. ANY
         QUESTIONS: Registrant’s Chief Compliance Officer, Mark Ciulla, remains available to
         address any questions regarding advisory fees.