GIRA & GIRA Investment Advisors LLC

Item 5:     Fees and Compensation

      A.    Fees Charged

      All investment management clients will be required to execute an Investment
      Management Agreement that will describe the type of management services to be
      provided and the fees, among other items. Generally, fees vary from 0.50% to 1.00%
      per annum of the market value of a client’s assets managed by Gira & Gira. The fee
      range stated is a guide. Fees are negotiable, and may be higher or lower than this
      range, based on the nature of the account. Factors affecting fee percentages

include the size of the account, complexity of asset structures, and other factors.
Gira & Gira’s fee schedule is as follows:

                  Assets Under Management         Annual Rate
                $0-$100,000                         1.00%
                $100,001-$500,000                   0.75%
                $500,001-$1,000,000                 0.50%
                $1,000,001 and above              negotiable

All clients, but especially those with smaller accounts, should be advised they may
receive similar services from other professionals for higher or lower overall costs.

B. Fee Payment

Investment advisory fees will be debited directly from each client’s account. The
advisory fee is paid monthly, in advance, and the value used for the fee calculation
is the net value as of the last market day of the previous month. This means that if
your annual fee is 1.00%, then each month we will multiply the value of your account
by 1.00% then divide by 12 to calculate our fee. In calculating the market value of a
client’s assets, assets allocated to cash or a cash proxy, such as a money market
account, will be included in the calculation of assets under management. Once
the calculation is made, we will instruct your account custodian to deduct the fee
from your account and remit it to Gira & Gira.

Clients whose fees are directly debited will provide written authorization to debit
advisory fees from their accounts held by a qualified custodian chosen by the client.
Each month, clients will receive a bill itemizing the fees to be debited, including the
formula used to calculate the fee, the amount of assets upon which the fee is based,
and the time period covered by the fee. The invoice will also state that the fee was
not independently calculated by the custodian. The client will also receive a
statement from their account custodian showing all transactions in their account,
including the fee.

C.     Other Fees

There are a number of other fees that can be associated with holding and investing
in securities. Clients will be responsible for fees including transaction fees for the
purchase or sale of a mutual fund or Exchange Traded Fund, or commissions for the
purchase or sale of a stock. Expenses of a fund will not be included in management
fees, as they are deducted from the value of the shares by the mutual fund manager.
For complete discussion of expenses related to each mutual fund, you should read
a copy of the prospectus issued by that fund. Gira & Gira can provide or direct you
to a copy of the prospectus for any fund that we recommend to you.

      Please make sure to read Item 12 of this informational brochure, where we discuss
      broker-dealer and custodial issues.

      D.     Pro-rata Fees

       If you become a client during a month, you will pay a management fee for the
      number of days left in that month. If you terminate your relationship with Gira & Gira
      during a month, you will be entitled to a refund of any management fees for the
      remainder of the month. Once your notice of termination is received, we will refund
      the unearned fees to you in whatever way you direct (check, wire back to your
      account).

      Gira & Gira will cease to perform services, including processing trades and
      distributions, upon termination. Assets not transferred from terminated accounts
      within 30 (thirty) days of termination may be “de-linked”, meaning they will no longer
      be visible to Gira & Gira and will become a retail account with the custodian.

      E.     Compensation for the Sale of Securities.

      This item is not applicable. Neither Gira & Gira or it’s affiliated persons receive
      compensation for the sale of securities or commission for the sale of investment
      products.

Item 7:      Types of Clients

      Clients advised may include individuals, trusts, foundations, endowments and
      corporations. Gira & Gira requires each client to place at least $15,000 with the firm.
      This minimum may be waived in the discretion of Gira & Gira and is routinely waived
      to facilitate long term savings accounts (i.e.: IRA's).