EagleClaw Capital Management LLC

Item 5         Fees and Compensation

MANAGEMENT FEE

PAS accounts are charged an advisory fee at the annual rate set forth in the table below
based upon a percentage of the assets in the account. These fees are billed on a
quarterly basis in advance.

Assets under Management Annual Fee Guideline (refer to your PAS agreement for your
actual fee).

up to $2,000,000...................... 1.25%
$2,000,000 - $5,000,000.......... 1.00%
$5,000,000 - $10,000,000........ 0.75%
$10,000,000 and above........... 0.50%

The Advisor may deviate from the above mentioned ranges depending on client
circumstances (account size, complexity, relationship to other accounts, investment
strategy employed, service requirements, and other circumstances that may arise).

Generally, EagleClaw maintains a relationship minimum of $350,000.00 per client
household. In situations where the relationship minimum declines below this amount,
EagleClaw reserves the right to terminate the PAS agreement.

The initial fee will be due in full once an account is approved for the program. The fee
will be prorated to cover the period from that date through the end of the current full
calendar quarter. Thereafter, the fee will be based on the account value on the last
business day of the preceding quarter, will be due the following business day, and will
cover that next calendar quarter. In computing the market value of any security or other
investment in customer accounts, each security listed on a national exchange shall be
valued as of the valuation date at the closing price on the principal exchange on which it
is traded. Any other security or investment shall be valued in a manner determined in
good faith by EagleClaw to reflect fair market value. Additional assets deposited in an
account within a billing cycle will be charged a pro rata fee based upon the number of
days remaining in the billing period.

Within PAS accounts, any 12b-1 fees received by EagleClaw or its affiliates will be
credited back.

Either party may terminate the Investment Advisory Agreement at any time without
penalty. Upon termination, the client will receive a refund for a pro-rated portion of the
prepaid management fee. If a client chooses to terminate the agreement within five
business days of signing, the client will be entitled to a full refund.

The management fee charged by EagleClaw covers EagleClaw's advisory fee, custodial
fees, and related service fees. These fees do not include charges to your account for
services not included herein such as retirement, trust, cash management services, wire
transfer charges, foreign securities, ACAT transfer fees, legal items, transfer and ship
securities, exchange and SEC transaction fees, transfer taxes, and transaction fees.
EagleClaw may, however, at its discretion, also waive or absorb these fees.

Clients should consider that depending upon the management fee charged, the amount
of portfolio activity in the client's account, the value of custodial and other services
which are provided under the arrangement, and other factors, the annual fee may or
may not exceed the aggregate cost of such services if they were to be provided
separately.

ADDITIONAL INFORMATION ABOUT FEES

The management fee charged may exceed those of other broker-dealers and/or
investment advisors. To the extent that fees charged are negotiable, they may differ
from client to client based upon a number of factors. Such factors include, but are not
limited to, the type and size of account, the historical and/or expected size or number of
transactions for the account, and the number and range of supplemental advisory- and
client-related services to be provided.

All fees paid to EagleClaw for investment advisory services are separate and distinct
from the fees and expenses charged by mutual funds, including money market funds, to
their shareholders. These fees and expenses are described in each fund's prospectus.
These fees will generally include a management fee and other fund expenses.
Accordingly, the client should review both the fees charged by the funds and the fees
charged by EagleClaw to fully understand the total amount of fees to be paid by the
client and to thereby evaluate the advisory services being provided.

Clients wishing to participate in the PAS program described in this brochure must sign
an investment advisory contract. The contract will specify the fees and costs of the
program to the client and the manner in which such fees will be charged and collected.
EagleClaw may not assign any client advisory contracts to a third party without the
client's consent.

The fee charged is calculated as described above and is not charged on the basis of a
share of capital gains upon or capital appreciation of the funds or any portion of the
funds of an advisory client, pursuant to Section 205(a)(1) of the Investment Advisers Act
of 1940, as amended (hereinafter IA Act).

For California Residents: Subsection (j) of Rule 260.238 of the California Code of
Regulations requires that all investment advisers disclose to their advisory clients that
lower fees for comparable services may be available from other sources.

For Massachusetts Residents: Massachusetts General Law Section 203A requires
disclosure that information about the disciplinary history and the registration of EagleClaw
and its associated persons may be obtained by contacting the Public Reference Branch of
the SEC at 202.942.8090, or by contacting the Massachusetts Securities Division at
One Ashburton Place, 17th Floor, Boston, MA 02108 or at 617.727.3548.

Item 7        Types of Clients

EagleClaw provides advisory services to the following types of clients:
   Individuals
   Pension and profit sharing plans
   Trusts, estates, or charitable organizations
   Corporations or business entities other than those listed above