JP Capital Management Inc

Item 5 – Fees and Compensation

A     Our Fees. J.P. Capital provides ongoing portfolio management and financial consulting
      services to most clients. Services may include the analysis of the client’s current portfolio,
      development of an investment plan including asset allocation parameters, and ongoing
      portfolio management services, including asset selection, monitoring, research, and trading.

      Fees for Combined Portfolio Management and Financial Consulting Services

      In general, the below described advisory fees are non-negotiable and will cover the costs of
      our combined portfolio management and financial consulting services to clients. However, in
      rare instances where a client’s financial consulting needs require special effort, time, or
      resources on the part of J.P. Capital, we reserve the right to charge additional fees for such
      services. We will obtain your written consent to any additional fees in advance, should this
      situation arise.

      J.P. Capital typically charges either (i) asset-based advisory fees calculated as a percentage of
      the value of the assets managed on the client’s behalf or (ii) performance-based fees for these
      combined services as described below.

      Asset-Based Fee Account Types:

      Traditional Balanced Accounts

                       Client Assets Under
                                                           Annual Fee
                          Management
                       On the first $250,000                   1.50%
                       On the next $750,000                    1.25%
                    On amounts over $1,000,000                 1.00%

      Allocation Accounts

                        Client Assets Under
                                                           Annual Fee
                           Management
                            On all assets                      0.50%

      Trading Long-Only Accounts

                        Client Assets Under
                                                           Annual Fee
                           Management
                            On all assets                      1.50%

      Asset-based fees are charged to clients monthly in advance based upon the market value of
      your account(s) at the end of the prior billing period. However, depending on the billing
      system limitations of your Custodian and/or the investment strategy selected for management
      of your account, there may be occasions where our asset-based advisory fees are charged

                                        J.P. CAPITAL MANAGEMENT, INC.
                                      Part 2A of Form ADV – Firm Brochure

         monthly in arrears based on actual account value. New accounts are pro-rated from the time
         J.P. Capital begins charging a fee to the client.

         For purposes of illustration only, for Traditional Balanced Accounts, our advisory fees are
         calculated as follows:

         An account valued at $1,500,000 would pay a fee equal to ($250,000*.015) + ($750,000*.0125) +
         ($500,000*.01) = $18,125 per year or $4,531.25 per quarter.

         Performance-Based Fee Account Types:

         Trading Accounts

         For our most active and complex strategy, Trading Accounts, we charge an annual
         performance-based fee ranging between 16.00% - 20.00% of all “New Net Profits”
         experienced in the client’s account during the billing period (“Performance Fee”). The specific
         annual Performance Fee rate to be paid by the client will be set forth in a written asset
         management agreement entered prior to the commencement of our services. Trading
         Accounts are offered only to sophisticated investors who meet the definition of a “qualified
         client” under SEC Rule 205-3 1 promulgated under the Investment Advisers Act of 1940,
         and/or who are otherwise eligible to pay performance-based compensation to a registered
         investment advisor under applicable law.

         The Performance Fee is paid annually and shall be calculated as of December 31 of each
         calendar year and paid in arrears on or before January 10 of the following year. The
         Performance Fee will also be paid upon each mid-period withdrawal of funds or securities
         from the account by the client, including at the time of termination of the account.

         For purposes of calculating the Performance Fee, “New Net Profits” are computed using the
         following formula: The current market value of the account (including the value of any
         unrealized gains or losses) minus the prior period high-water mark (“HWM”). The initial
         HWM is established as the sum of initial funding to the client’s account or alternatively, for
         existing accounts, the end of day account value as of the date the client opens a Trading
         Account with J.P. Capital. A new HWM is established (i) each time the client withdraws from
         or deposits funds or securities to their account and/or (ii) pays a Performance Fee.

         There are four circumstances that can occur around client deposits to or withdrawals from
         their account where the HWM is subject to adjustment. These circumstances and the manner
         in which the HWM shall be adjusted are as follows:

  Includes a client that is a natural person or company who immediately after entering into an asset management agreement
with J.P. Capital (i) has at least $1,100,000 under management with J. P. Capital, (ii) is a person whose net worth at the
time of entering into asset management agreement with J. P. Capital that exceeds $2,200,000 (including assets held jointly
with client’s spouse), or (iii) is a qualified purchaser as defined in the Investment Company Act of 1940, §2(a)(51)(A) (15
U.S.C. 80a-2(51)(A)).

                           J.P. CAPITAL MANAGEMENT, INC.
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Item 7 – Types of Clients

We provide investment advice to individuals, businesses, trusts and estates. Because each client is
unique, they must be willing to be involved in the planning and ongoing processes. Such involvement
does not have to be time consuming, however we want our clients to remain informed and have a

                                J.P. CAPITAL MANAGEMENT, INC.
                              Part 2A of Form ADV – Firm Brochure

sense of security about their investments. We do not have any annual fee minimums or asset
minimums to commence or continue an advisory relationship.