Indiano Capital Management Inc

Item 5.          Fees and Compensation

          Generally

        We provide investment management services to clients in separately managed accounts. We
generally bill our clients based upon a percentage of assets under management. The fee is not charged on
the basis of a share of capital gains or capital appreciation of the funds or any portion of the funds of an
advisory client.

        Our fees are negotiable and may vary based on the particular circumstances of each client. Our
management fees are billed quarterly, in advance, in an amount determined by applying the annual rate to
the portfolio market value on the last business day prior to the quarterly billing period. The client has the
choice to be billed directly or to have the fee deducted directly from his or her account by the custodian.

{1222718:}

        Fee Schedule

          Equity / Balanced / 401(k) / Mutual Fund Management

        Our annual fees for portfolio management of accounts focused on equity investments, a balance
of equity and other securities, mutual funds, or located in a 401(k) account, or do not contain over 80%
fixed income investments are as follows:

                 First    $ 1,000,000       1.00%
                 Next     $ 4,000,000        .75%
                 Next     $ 5,000,000        .50%
                 Over     $10,000,000        .40%

          Fixed Income Management

       Our annual fee for portfolio management of accounts containing over 80% fixed income
investments, are as follows:

                 First    $ 1,000,000        .60%
                 Next     $ 4,000,000        .50%
                 Next     $ 5,000,000        .40%
                 Over     $10,000,000        .30%

        Termination

         The client may terminate the agreement at any time by written notice to us. We may also choose
to terminate a client agreement by advising the client in writing. A prorated fee would be refunded to the
client. Refunds are determined pro rata based on the number of days remaining in the quarter in which
the client agreement is terminated.

        Other Fees and Expenses

         All fees paid to us for investment advisory services are separate and distinct from the fees and expenses
charged by mutual funds and exchange traded and over-the-counter traded funds (collectively, the "Funds") to
their shareholders. These fees and expenses are described in each Fund's prospectus. These fees will generally
include a management fee, other fund expenses, and a possible distribution fee. If the Fund also imposes sales
charges, a client may pay an initial or deferred sales charge.

         You could invest in a Fund directly, without our services. In that case, you would not receive the
services provided by us which are designed, among other things, to assist you in determining which Fund or
Funds are most appropriate to your financial condition and objectives. Accordingly, you should review both the
fees charged by the Funds and the fees charged by us to fully understand the total amount of fees to be paid by
you and to thereby evaluate the advisory services being provided.

         In addition, you are responsible for the fees and expenses charged by custodians and broker dealers. See

Item 7.           Types of Clients

        We provide investment advisory services to individuals, their related trusts and estates, high net
worth individuals, insurance companies, and corporations and other institutions. In the past, we have also
provided investment advisory services to banking or thrift institutions and pension and profit sharing
plans, and may do so in the future.

         We do not require a minimum account size although we reserve the right to accept accounts on an
individual basis. We may from time to time establish, modify or waive account or investment minimums
for different investment products or services.