Hillberg Capital Management LLC

Item 5 Fees and Compensation

       We offer investment supervisory services based on the market value of the assets under
       management. These services are also provided based on hourly charges in some circumstances.

       Compensation is negotiable, so fees may vary. Generally, fees are charged at an annual rate of
       one percent of the market value of assets under supervision. The fee for each account is payable in
       advance in quarterly installments at the beginning of each quarter. Assets added to or removed
       from supervision during a quarter will result in a charge or a credit at the beginning of the
       subsequent quarter based on the number of days during the period the assets were under
       supervision. The fees are deducted from the account unless you prefer to be billed for the
       services.

       Contracts may be terminated with written notice. Advance fees not earned are refunded not later
       than 30 days after termination. The refund is determined based on the number of calendar days in
       the quarter the contract was in effect.

       An hourly fee of $300 an hour is charged based on actual time expended for supervision and
       financial planning provided under hourly contracts. Hourly fees are due net 30 days after the
       actual time is expended. We may negotiate hourly fees with respect to some projects. We believe
       our fees are competitive with those fees charged by others providing similar services in our area.

       You will also incur transaction fees for security trades. These are paid to the asset custodian. For
       our clients with mutual and exchange traded fund investments, operating expenses are charged by
       the funds. These are disclosed in the fund prospectus. More information about these fees is included
       in Item 12 which discusses brokerage practices.

       We do not accept compensation for the sale of securities or other investment products.

Item 7 Types of Clients

            We provide investment supervision and financial planning advice to individuals, profit
            sharing plans, IRAs, trusts, corporations and partnerships.

            Generally, clients must have a minimum investment of $500,000 for us to assume supervision
            responsibility. In some cases, we may accept supervisory responsibility for accounts with less
            than the minimum investment.