DV Capital Management LLC

Item 5   Fees and Compensation

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    A.   DVCM charges a fee for its advisory services which is tied to the value of the portfolio
         under management as follows:

            Annual Rate of:
                              1% of assets on the first $5 million
                             0.75% of assets on the second $15 million
                       Fees are negotiable for account assets over $20 million.

    B. All clients are billed quarterly, and clients may choose either to have their fees deducted
       from their accounts or to submit separate payment by check.
    C.   All fees paid to DVCM for investment advisory services are separate and distinct from the fees and
         expenses charged by clients' custodians and/or brokers. Custodian fees range between 0.0% and
         and 0.1% of portfolio value. Mutual funds also charge internal management fees which are
~        disclosed in a fund's prospectus. Transaction fees generally are between $0 and $25 per trade.
         These transaction charges are usually small and incidental to the purchase or sale of a security.
         Once a portfolio is established, the transaction charges are are nominal, generally averaging less
         than 0.1% of portfolio value annually. Please see section entitled "Brokerage Practices" for further
         information.

    D.   Investment management fees are billed quarterly in arrears, meaning we invoice you as the
         three month billing period ends. Clients can terminate their advisory agreements with written
         notice at any time. Upon termination of any account, any uncollected fees due will be calculated
         and charged pro-rata.

    E.    DVCM does not accept any compensation for the sale or purchase of securities or any other
         investment products, including asset-based sales charges or service fees from mutual funds.

Item 7      Types of Clients

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  DVCM provides investment advisory services to individuals, trusts, estates, retirement accounts,
  pension and profit sharing plans, family groups and charitable foundations, and non-profit organizations.
  We suggest a minimum of $1,000,000. in order to achieve proper diversification and balance in a well
  constructed portfolio. Our annual minimum fee is therefore $10,000.