Goldstein Capital Corp

Item 5 Fees and Compensation

 A.
      •   GCC’s fees for management of traditional investment portfolios (not leveraged):

                 Equity & Balanced           Annual Fee
                 Minimum Fee                  $2,500
                 Up to $500,000               .70% of assets under management
                 $500,000 - $1,000,000        .60% of assets under management
                 $1,000,000 - $5,000,000      .50% of assets under management
                 Greater than $5,000,000       .45% of assets under management

                 Fixed Income                Annual Fee
                 Minimum Fee                  $2,000
                 Up to $1,000,000             0.40% of assets under management
                 Greater than $1,000,000      0.35% of assets under management

                 Cash Management          Annual Fee
                 Minimum Fee               $2,000
                 Up to $10,000,000         0.30% of assets under management
                 Greater than $10,000,000 0.25% of assets under management

      •   GCC’s fees for advising a leveraged and hedged separately managed account or a pooled investment
          vehicle, such as the Goldstein Capital Managed Bond Portfolio (our “Hedge Fund”), generally include
          both:
           A management fee of 1% of net assets under management.
           A performance fee of 20% of the net profits, if any, in excess of a predetermined money market rate.
              Performance fees are only collected as allowed under regulations.

      •   Fees may be negotiable. Fees may be customized to fit a client’s particular situation.

 B.
      •   Depending on the clients’ preference, fees may be deducted from their account or clients can select to
          have GCC send a bill.
      •   Generally, accounts are billed quarterly.
      •   For our Hedge Fund, the pooled investment vehicle GCC manages, management fees are paid quarterly,
          and performance fees are paid annually (as dictated by the Fund’s documents).
 C.
      •   In addition to our advisory fees, if applicable, clients pay the following:
           Brokerage and other transaction costs, custodian fees, management fees charged by mutual funds,
               ETFs or sub advisors.
           The Hedge Fund we manage is responsible for paying its own legal, audit, accounting, and
               administration expenses. In addition, it may pay its own research expenses.
           See Item 12 for discussion of brokerage practices.
 D.
      •   Fees are paid in arrears. GCC does not collect fees in advance.

 E.
      •   GCC does not collect a sales fee for the sale of securities or any other investment product. GCC does,
          however, collect fees for managing our Hedge Fund which may be recommended to investment advisory
          clients. This creates a potential conflict since it gives GCC the incentive to recommend our Hedge Fund
          based on the extra compensation that GCC receives for managing the Hedge Fund, rather than based on
          the client’s needs. One way we address this conflict is to not charge a separate advisory fee for any client

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    assets invested in GCC’s Hedge Fund. These advisory clients simply pay the standard fees associated with
    the Hedge Fund (as disclosed in the investment management agreements between GCC and advisory
    clients). At GCC, we do our best to put our clients’ interest first. We are careful not to be influenced by
    the prospect of earning incentive fees. Our corporate culture emphasizes putting our clients’ interests first.
•   Clients have the option to purchase investment products that we recommend through other brokers, agents,
    or advisors that are not affiliated with GCC.

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Item 7      Types of Clients

 Item 4 above details the types of clients GCC advises. Below is a summary:

     •   GCC manages separate investment advisory accounts for individuals, trusts, businesses, and other types
         of institutions.

     •   GCC provides investment management services to pooled investment vehicles (like our Hedge Fund).

     •   GCC sub-advises assets for other investment advisors.

     •   Although GCC does not have a minimum account size, GCC typically has a minimum annual fee
         (detailed in Item 5).

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