Empire Financial Management Company LLC

Item 5.    Fees and Compensation:

     (A)   Generally: All fees are individually negotiated. Circumstances
           considered when negotiating fees may include, without limitation,
           customary market rates, specialized guidelines, and other
           performance/incentive fee arrangements with the Client.

           In general, Clients shall pay an annualized asset-based fee ranging
           between approximately .5% to 1.75% based on a sliding scale of
           assets under management (“Management Fee”), see Item 5(B).
           Asset based fees shall be calculated based on all of the applicable
           assets under management, including any margin balances and
           balances held by other money managers. Asset under management
           values will be determined using market values on the last day
           of the quarter priced according to the Client's brokerage/holding
           statement on the last day of the each quarter.

     (B)   Payment of Fees: Management fees are typically charged
           quarterly in arrears at the end of each applicable quarter based on
           the account’s market value at such quarter.*

           Management Fees: Assets under management values will be
           determined using market values on the last day of the quarter
           priced according to the Client’s brokerage/holding statement on the
           last day of each quarter. The specific manner in which fees are
           charged by EFMC is established in a client’s written Investment
           Management Agreement with EFMC.

           *RBC Based Platforms can be charged in advance.

                                {032723.DOC; 4}                              5

Additional Fees and Expenses:

A program involving outside money managers and/or mutual funds
involves additional fees. Such a program may also result in higher
commissions to the Client than if the Client did not participate and
paid brokerage commissions on a per transaction basis.
Accordingly, such higher commissions may not be suitable for
certain Clients. Clients will incur brokerage and other transaction
costs. Clients should review carefully Item 12, which discusses
conflicts of interest related to brokerage practices. Brokerage
commissions and/or transaction ticket fees charged by the custodian
will be billed directly to the Client. The Fi rm will not receive
any portion of such commissions or fees from the custodian or
Client. In addition, Clients may incur certain charges imposed by
third parties other than the Firm in connection with investments
made through the account, including but not limited to, mutual
fund sales loads, 12(b)-1 fees, and surrender charges, and IRA
and qualified retirement plan fees. Management fees charged by
the Firm are separate and distinct from the fees and expenses
charged by investment company securities that may be
recommended to Clients. A description of these fees and expenses
are available in each investment company security’s prospectus.

       Operating Expenses: Client shall pay or reimburse the
       Firm and its affiliates for (i) all expenses incurred in
       connection with the ongoing offer and sale of Services,
       including, but not limited to, marketing expenses and
       documentation of performance (ii) all operating expenses
       of a Client such as tax preparation fees, governmental fees
       and taxes, administrator fees, communications with Clients,
       and ongoing legal, accounting, auditing, bookkeeping,
       consulting and other professional fees and expenses, (iii) all
       Client trading and investment related costs and expenses
       (e.g., brokerage commissions, margin interest, expenses
       related to short sales, custodial fees, clearing and settlement
       charges), and (iv) all fees and other expenses incurred in
       connection with the investigation, prosecution or defense of
       any claims, assertion of rights or pursuit of remedies, by or
       against a Client, including, without limitation, professional
       and other advisory and consulting expenses and travel
       expenses, and whether or not pursuant to bankruptcy or
       other legal proceedings, or participation in informal
       committees of creditors or other security holders of an
       issuer.

       The Managing Member receives commissions from BD in
       connection with certain Services as further described below
       in Item 5(D).
                     {032723.DOC; 4}                               6

(C)   Fees Paid in Advance: The Firm does permit Clients to pay fees
      in advance, but in no event shall such fees be made in excess of
      six months in advance and exceed $1,200.

      Termination of Services: The Firm or the Client may terminate
      their IMA within five days of the date of acceptance without penalty
      to the Client. After the five-day period, either party may terminate
      the IMA, upon written notice to the other. The Management
      Fee will be pro-rated for the quarter in which the cancellation
      notice was given, and any pro-rated fees will be de d u c t e d
      f r o m the Client’s account. Upon termination of accounts held at
      RBC (“Custodian”), C u s t o d i a n delivers securities and funds
      held in the account as instructed by Client, unless Client requests
      that the account be liquidated. After the IMA has been terminated,
      transactions are processed at the prevailing brokerage rates. Client
      becomes responsible for monitoring their own assets and the Firm
      has no further obligation to act or provide advice with respect to
      those assets.

(D)   Additional Compensation of Supervised Persons: Supervised
      persons of the Firm, specifically, the Managing Member, accept
      compensation for the sale of securities in connection with their
      association with the BD. The Managing Member receives such
...

Item 7. Types of Clients: The Firm offers a professional and flexible asset
         management program to separate account Clients, which may involve
         discretionary and/or non-discretionary advice.

          The Firm will obtain from its Clients a full, clear and complete
          understanding of the Client's current financial situation, financial holdings,
          investment objectives, risk tolerance, and investment needs and wants.
          The Client is responsible for the accuracy and adequacy of information,
          records, and data provided to the Firm.