Coston McIsaac and Partners Inc

Item 5 - Fees and Compensation
A.     Fees Charged for Advisory Services

       1.      Fees for Management Services

       CM Partners charges the following fees for asset management for Clients and may receive
       fees for Held away accounts, for 401K :

       a.      Amount

For Management Services, CM Partners typically charges Clients the following
percentages of the value of the assets under management by CM Partners:

       -    Assets between $0.00 and $250,000                1.25% annually
       -    Assets between $250,000 and $500,000             1.10% annually
       -    Assets between $500,000 and $1,000,000           1.00% annually
       -    Assets between $1,000,000 and $3,000,000         0.90% annually
       -    Assets between $3,000,000 and $5,000,000         0.80% annually
       -    Assets between $5,000,000 and $10,000,000        0.70% annually
       -    Assets greater than $10,000,000                  0 .60% annually

2.     Minimum Fees

CM Partners will not accept accounts for management services with assets valued at less
than $250,000. If an account value drops below the minimum due to market fluctuations,
the account will not be closed; however if the account value drops below the minimum due
to Client withdrawals, CM Partners reserves the right to close the account and terminate its
services.

3.     Determination of Account Value

For purposes of calculating asset-based fees, CM Partners determines the value of the
assets based on the fair market value of securities in the account as of the last day of the
preceding quarter. CM Partners determines the value of the securities based on prices
provided by the account custodian or other sources that CM Partners deems reliable. If a
Client invests using margin, fees are based on the gross market value of the securities in
the account without consideration of any liabilities against those securities. For new
accounts, the initial fee is based on the assets placed in the account when it is opened.

4.     Accounts using Margin

Although CM Partners does not use margin as a strategy, some Clients elect to use margin
in their accounts. If a Client uses margin, the fees charged by CM Partners will be based
on the gross market value of the securities in the Client’s account without consideration of
the amount of margin or other liabilities against those securities.

5.     Negotiability

As described above, CM Partners documents all of its services with a written agreement
that describes the services to be provided and the fees to be charged for those services. All
fees are negotiable depending on the type of services, the type of Client and the other
factors described above in Item 4. Fees for Management Services may be negotiable
depending on the size of an account, the relationship of the Client to CM Partners, the
nature of the services to be performed, the number of related accounts being managed, the
percentage of Client holdings in fixed income assets and/or the length of time the account
has been under management by CM Partners.

B.   Payment of Fees

C.   Withdrawal of Fees

     1.     Deduction from Account

     Under the standard CM Partners advisory agreement, Clients direct the custodian of the
     Clients’ assets to deduct advisory fees due to CM Partners from the Client’s account assets
     and pay it directly to CM Partners. CM Partners provides a copy of its invoice for its fees
     to both the custodian and the Client. The custodian of the assets must provide quarterly
     reports to the Client indicating the amount of fees deducted from the account that are
     payable to CM Partners and how the fees were calculated.

     2.     Direct Payment

     Under special circumstances, such as for certain trust accounts or retirement accounts,
     Clients may elect to pay their management fees directly rather than having them deducted
     from their accounts. In those cases, CM Partners will send the clients an invoice, which
     must be paid within 10 days of invoicing. CM Partners reserves the right to discontinue its
     management services if a client does not pay the required fee when due.

D.   Other Fees Paid by Clients

     1.     Service Fees

     CM Partners reserves the right to charge fees for services it may provide that are in addition
     to the ordinary services involved in managing a Client’s account. For example, CM
     Partners may charge extra for providing additional copies of account statements or
     providing statements at other times than those ordinarily provided to Clients.

     2.     Investments in Mutual Funds

     Clients investing in securities of investment companies, such as mutual funds should be
     aware that mutual funds charge management and administration fees to their shareholders.
     Those fees are charged to shareholders in the funds on a prorata basis and are in addition
     to the fees charged by CM Partners.

     3.     Brokerage and other Costs

     The fees of CM Partners are in addition to transaction costs, custodial costs or other costs
     that are charged by the fund companies holding mutual fund shares or by other custodians,
     such as broker-dealers who hold Client assets. Clients are responsible for paying all such
     fees and costs incurred in connection with implementing any strategies that CM Partners
     recommends in managing Client assets. Mutual Fund transactions are in the range of
     $24.95 to $49.95 per buy and sell transaction. This is a Schwab only fee. There are no
     fees/costs associated with an Equity and ETF transaction See Item 12. Under certain
     circumstances, CM Partners may cover trading costs charged by custodians for Clients of
     C&M Partners.

E.     Payments and Refunds

       1.      Advance Payment

       CM Partners collects payment for its advisory fees in advance at the beginning of each
...

Item 7 - Types of Clients
CM Partners offers advisory services to a variety of different types of Clients, including
individuals, organizations and trusts, however the majority of its clients are individuals.