Highbrook Capital Partners LLC

ITEM 5: FEES AND COMPENSATION

     FEE SCHEDULE
     PORTFOLIO MANAGEMENT FEES
     HCP will not be compensated based on a share of capital gains upon or capital appreciation of the funds or any portion of the
     funds of Client.

     HCP’s fee schedule is a tiered or blended asset-based fee calculated as a percentage of the market value of assets under
     management.

     All client relationships are subject to a minimum fee depending on the level of service required. At no time will fees be greater
     than 3% of the account value. Further, all fees are clearly listed and agreed to on the Investment Management Agreement prior
     to initiating a relationship with HCP.

     At the discretion of HCP, fees and account minimum ($1,000,000) may be reduced or discounted based on certain criteria (i.e.
     anticipated future earning capacity, anticipated future additional assets, total dollar amount of assets to be managed, related
     accounts, family accounts, and account composition.)

     If applicable, client is responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees, mutual fund fees,
     transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by HCP.

     Minimum account: $1,000,000.00

     Example Tiered Asset-Based Fees Schedule (Maximum Tiered Fee Schedule)

      Tiered Fee Schedule                                           Annual Fees

      First $1,000,000                                              1.50%

      Next $1,000,001 - $5,000,000                                  1.00%

      Over $5,000,000                                               0.85%

     Example of Fee Calculation: If a client were to invest $10,000,000, and paid the maximum firm allowable fees, their fees would
     be charged in the following manner. The first $500,000 would be billed at a fee rate of 1.50%. Beginning with the next $1.00 of
     the $500,001st until the $10,000,000 would be billed at a fee rate of 1.00%. All dollars more than the $10,000,000th or $10,000,001
     or more would be billed at a fee rate of .75%. All dollars more than the $20,000,000th would be billed at a fee rate of .65%

     For accounts held at Interactive Brokers, annualized fees are billed on a pro-rata basis daily in arrears based on an average of
     the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals.

     For accounts held at Charles Schwab or Fidelity, annualized fees are billed on a pro-rata basis monthly in advance based on
     the account balance in the client's account on the last day of the previous month.

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At the discretion of HCP, fees and account minimum may be reduced or discounted based on certain criteria (i.e. anticipated
future earning capacity, anticipated future additional assets, total dollar amount of assets to be managed, related accounts,
family accounts, and account composition.) The final fee schedule is attached as Exhibit II of the Financial Planning Agreement.

Either party may terminate the Agreement at any time by giving thirty (30) days signed written notice to the other party.

PENSION CONSULTING SERVICES FEES

Example Tiered Asset-Based Fees Schedule (Maximum Tiered Fee Schedule)

 Tiered Fee Schedule                                           Annual Fees

 First $1,000,000                                              1.50%

 Next $1,000,001 - $5,000,000                                  1.00%

 Over $5,000,000                                               0.85%

HCP uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits
and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based.

If applicable, client is responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees, mutual fund fees,
transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by HCP.

At the discretion of HCP, fees and account minimum may be reduced or discounted based on certain criteria (i.e. anticipated
future earning capacity, anticipated future additional assets, total dollar amount of assets to be managed, related accounts,
family accounts, and account composition.) The final fee schedule is attached as Exhibit II of the Financial Planning Agreement.

Either party may terminate the Agreement at any time by giving thirty (30) days signed written notice to the other party.

FINANCIAL PLANNING FEES
HCP provides its clients financial planning services. Prior to engaging HCP to provide these services, the client will be required
to enter into a financial planning agreement with our firm. The Agreement will set forth the terms and conditions of the
engagement and describe the scope of the services to be provided and the fee that is due from the client. HCP will charge a
fixed fee that ranges from $7,500 to $30,000.00 for financial planning services. Alternatively, we can negotiate an hourly fee
arrangement at our negotiable rate of $500 per hour. In either case, the minimum fee for a broad-based financial plan will be set
at $7,500.

At the discretion of HCP, fees and account minimum may be reduced or discounted based on certain criteria (i.e. anticipated
future earning capacity, complexity, scope of the requested services, anticipated future additional assets, total dollar amount of
assets to be managed, related accounts, family accounts, and account composition.) The final fee schedule is attached as
Exhibit II of the Financial Planning Agreement. Either party may terminate the Agreement at any time by giving thirty (30) days
signed written notice to the other party.
...

ITEM 7: TYPES OF CLIENTS

HCP generally provides advisory services to the following types of clients:

1.   Individuals
2.   High-Net-Worth Individuals

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3.   Pension and Profit-Sharing Plans
4.   Corporations or Business Entities

HCP’s investment management services are designed for individuals and families with liquid investable assets of at least $500,000. HCP
reserves the right to accept accounts that are smaller in value but will evaluate the accounts on a case-by-case basis.

I T E M 8: M E T H O D S O F A N A L Y S I S , I N V E S T M E N T S T R A T E G I E S , & R I S K O F L O S S

         METHODS OF ANALYSIS AND INVESTMENT ST RATEGIES