Kroon & Mitchell Asset Management LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Services Fees

        Total Assets Under Management          Annual Fee

        $0 - $500,000                          0.90%

        $,500,001 - $1,000,000                 0.80%

        $1,000,001 - $2,000,000                0.70%

        $2,000,001 - $15,000,000               0.60%

        $15,000,001 - $100,000,000             0.50%

These fees are generally negotiable and the final fee schedule is attached as Exhibit
I of the Investment Advisory Contract.

K&M Portfolio Management Service Fees will be billed quarterly in arrears based
on the market value of each Portfolio on the last day of the calendar quarter, in
accordance with the Portfolio Management Services Fee schedule outlined above.
An example of the quarterly fee: a client with $1,000,000 in assets would pay
(0.90%/4 = 0.225%) on the first $500,000.00, and the next $500,00.00 (0.80%/4 =
0.20%).

Pension Consulting Services Fees

AUM-based Fees for Pension Consulting

        Total Assets Under Management          Annual Fee

        $0 - $500,000                          0.90%

        $,500,001 - $1,000,000                 0.80%

        $1,000,001 - $2,000,000                0.70%

        $2,000,001 - $15,000,000               0.60%

        $15,000,001 - $25,000,000              0.50%

These fees are generally negotiable and the final fee schedule is attached as Exhibit
I of the Investment Advisory Contract.

K&M Pension Consulting Service Fees will be billed quarterly in arrears based on
the market value of each Portfolio on the last day of the calendar quarter, in
accordance with the Portfolio Management Services Fee schedule outlined above.
An example of the quarterly fee: a client with $1,000,000 in assets would pay
(0.90%/4 = 0.225%) on the first $500,000.00, and the next $500,00.00 (0.80%/4 =
0.20%).

Financial Planning Fees

Hourly Fees

The hourly fee for these services is between $150 and $300. The fees are negotiable
and the final fee schedule will be attached as Exhibit II of the Financial Planning
Agreement.

Termination of Agreement

Clients may terminate the agreement without penalty, for full refund of K&M’s
fees, within five business days of signing the Investment Advisory Contract.
Thereafter, clients may terminate the Investment Advisory Contract generally
with three days’ written notice.

B. Payment of Fees

Payment of AUM-based Portfolio Management Fees

AUM-based portfolio management fees are withdrawn directly from the client's
accounts with client's written authorization on a quarterly basis or invoiced and
billed directly to the client on a quarterly basis; clients may select the method in
which they are billed.

Payment of AUM-based Pension Consulting Fees

AUM-based pension consulting fees are withdrawn directly from the client's
accounts with client's written authorization on a quarterly basis or invoiced and
billed directly to the client on a quarterly basis; clients may select the method in
which they are billed.

Payment of Financial Planning Fees

Hourly Financial Planning fees are paid via check.

       C. Clients Are Responsible for Third Party Fees

       Clients are 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 K&M. Please see Item 12 of
       this brochure regarding broker/custodian.
       D. Prepayment of Fees

       K&M collects its fees in arrears. It does not collect fees in advance.

       E. Outside Compensation for the Sale of Securities to Clients

       Neither K&M nor its supervised persons accept any compensation for the sale of
       securities or other investment products, including asset-based sales charges or
       service fees from the sale of mutual funds.

Item 7: Types of Clients

K&M generally provides advisory services to the following types of clients:

           ❖   Individuals
           ❖   High-Net-Worth Individuals
           ❖   Pension and Profit-Sharing Plans
           ❖   Corporations or Business Entities

Minimum Account Size for Portfolio Management

There is an account minimum of $500,000, which may be waived by K&M in its discretion.

Minimum Account Size for Pension Consulting

There is an account minimum of $500,000, which may be waived by K&M in its discretion.