Jacobs & Company

5) Fees and Compensation
    a) For investment supervisory services, the Firm’s customary fee shall be calculated based
       upon the market value of assets of client's account as of the last business day of each
       calendar quarter as reflected in the Firm’s books and records. The fees shall become due
       and payable at the end of each calendar quarter, i.e., on March 31, June 30, September
       30 and December 31.

    b) The annual fee for supervisory investment services for fixed income accounts shall be
       calculated at the following rate:

                  (i) 1.00% of the market value for the first $2,500,000
                  (ii) 0.80% of the market value for the next $2,500,000
                  (iii) 0.60% of the market value for the next $5,000,000
                  (iv) 0.50% of the market value in excess of $10,000,000

    c) The annual fee for investment supervisory services for equity and balanced accounts
       shall be calculated at the following rate:

                  (i) 1 .50% of the market value for the first $ 2,500,000
                  (ii) 1.25% of the market value for the next $ 2,500,000
                  (iii) 1.00% of the market value for the next $ 5,000,000
                  (iv) .75% of the market value in excess of $ 10,000,000

    d) The annual fee for investment supervisory services for cash equivalent accounts, i.e.,
       accounts in which investments are restricted to investment grade fixed income securities
       with remaining maturities of less than one year shall be calculated at the following rate:

                  (i) 0.25% of the market value for the first $5,000,000
                  (ii) 0.20% of the market value for the next $20,000,000
                  (iii) 0.15% of the market value in excess of $25,000,000

    e) For the time period between the date an investment advisory agreement is entered into
       and the first regular quarterly fee calculation date, the fee will be calculated on a pro-
       rata basis. In the event that an investment advisory agreement is terminated at other
       than the end of a calendar quarter, a final fee, based on application of the above formula
       to the market value of assets in the account during that calendar quarter as of the date
       of termination, shall become due immediately.

    f) Upon termination of an investment advisory agreement or if fees are due and owing for

        more than 30 days following the end of any calendar quarter, we will assess fees against
        the assets of the client's account. The client will be responsible for all expenses incurred
        in connection with transactions on its account, other than the usual office expenses of
        the Advisor, including, without limitation, brokerage commissions, dealer fees and
        custodian fees. We may negotiate fee arrangements different from those described
        above when, in the Firm’s judgment, special or unusual circumstances with respect to
        the client justify such arrangements.

    g) Other Investment Advice - For other investment advice, which may include financial
       planning, the Advisor will charge a flat fee of $150.00 per hour. We reserve the right to
       modify this fee when in our judgment special or unusual circumstances with respect to
       the client justify a different fee arrangement.

    h) For investment supervisory services, the fees shall become due and payable at the end
       of each calendar quarter, i.e., on March 31, June 30, September 30 and December 31.
       The Firm’s fee typically shall be deducted from the client’s account within five business
       days following the last day of each calendar quarter. With prior arrangement the Firm
       will submit an invoice to the client for payment by check.

    i) Clients may incur additional fees in connection with their advisory services imposed by
       custodians and other third parties, such as custodian fees, wire transfer and electronic
       fund fees and other fees and taxes on brokerage accounts. Clients may also incur
       brokerage commission and other transaction costs. All of these charges, commissions
       and fees are in addition to the Firm’s investment management fee. For further
       discussion of brokerage, please see Item 12 for our discussion of brokerage.

    j) Investment management fees are received in arrears, not in advance. If an advisory
       contract is terminated before the end of the billing period, the fee will be determined
       on a pro-rata basis for days of management on a 30/360 basis.

    k) Neither the Firm nor its employees receive compensation for the sale of securities or
       other investment products, including asset-based sales charges or service fees from the
       sale of mutual funds.

7) Types of Clients
          Jacobs & Company provides personalized service for individuals, corporations, trusts,
          and other entities requiring professional management of their financial portfolios.
          We select investment strategies in accordance with the varying needs of each client,
          considering the client’s comfort with risk, preservation of capital, need for income,
          growth and capital appreciation, and other factors, including client sensitivities to

           investing in certain securities or types of securities. The Advisor has established
           $250,000 as the minimum balance necessary to initiate an investment advisory
           account. We may consider establishing an account with a lower amount when, in
           solely our judgment, special or unusual circumstances and/or the investment
           objectives of the client justify such arrangements.