First City Capital Management Inc

ITEM 5: FEES AND COMPENSATION

The Investment Management Client Agreement between FCCM and its clients
describes our fees. The fee is billed quarterly in arrears based on the quarter end
asset value in each account. FCCM’s fee schedule is as follows:

     Annual Fee                         Assets Under Management
     1% on the first                        $1,000,000
     0.90% on the next                       $1,000,000
     0.80% on the next                       $1,000,000
     0.70% on the next                       $1,000,000
     0.60% on the next                       $1,000,000
     0.50% on all assets over               $5,000,000

Accounts that are less than $100,000 will be charged a $25 per quarter
administrative fee. Clients are typically billed quarterly in arrears based on the total
individual account value at the end of the prior quarter. Clients may elect to be billed
by invoice or to authorize FCCM to directly debit fees from their accounts. FCCM
reserves the right, in our sole discretion, to negotiate fees under special
circumstances. If a client terminates their agreement in the middle of a billing period,
the client will be billed for an amount that is pro-rated based on the number of days
that the account was managed.

Trust accounts are billed at the statutory rate or at a rate negotiated between
FCCM’s related persons who act as trustees and the client. The fee paid by
trusts generally includes the provision of investment advisory services. FCCM
also provides bill paying services to a limited number of clients for a fee negotiated
individually with the client.

FCCM’s fees are exclusive of brokerage commissions, transaction fees, and
other related costs and expenses which shall be incurred by the client. Clients
may incur certain charges imposed by custodians, brokers, and other third
parties such as fees charged by managers, deferred sales charges, odd-lot
differentials, transfer taxes, wire transfer and electronic fund fees, account
termination, account maintenance fees, and other fees and taxes on brokerage
accounts, securities and investment transactions. Mutual funds and exchange
traded funds also charge internal management fees, fund expenses,
redemption fees and possible a distribution charge which are disclosed in a
fund’s prospectus. Such charges, fees and commissions are exclusive of and
in addition to FCCM’s fee. For further discussion concerning FCCM’s
brokerage practices, please see Item 12 of this Firm Brochure.

ITEM 7: TYPES OF CLIENTS

FCCM provides portfolio management services to individuals, high net worth
individuals, pension and profit-sharing plans, charitable organizations, foundations,
trusts, estates, corporations and other business entities.

FCCM does not impose a minimum account size, however, accounts that are less than
$100,000 will be charged a $25 per quarter administrative fee.