Lazari Capital Management Inc

Item 5: Fees and Compensation

A. Fee Schedule
Lower fees for comparable services may be available from other sources.

The fee information set forth immediately below does not relate to the Fund. For information regarding fees
charged to the Fund, see subsection E, below.

Asset-Based Fees for Portfolio Management
The annual fee for all assets will be 3.00%. This fee is generally negotiable, and the final fee schedule is attached as
Exhibit II of the Investment Advisory Contract. Clients may terminate the agreement without penalty for a full
refund of LCMI's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may
terminate the Investment Advisory Contract generally with 15 days' written notice.

LCMI bills based on the balance on the first day of the billing period.
Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written
authorization on a quarterly basis. Fees are paid in advance. Fees are calculated by multiplying the daily rate* by the
number of days in the given quarter (*the daily rate is calculated by dividing the annual asset-based fee rate by 365).

LCMI collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client
via check or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded
will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed
in the billing period up to and including the day of termination (*the daily rate is calculated by dividing the annual
asset-based fee rate by 365).

LCMI will assess a $125 fee for account closures.

LCMI will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or
any portion of the funds of Client.

Performance-Based Portfolio Management Fees
LCMI charges a management fee and, in some cases, may charge a performance fee. LCMI structures performance
fee arrangements subject to Section 205(a)(1) of the Adviser’s Act in accordance with the available exemptions
thereunder, including the exemption set forth in Rule 205-3. Such performance fees would generally be between 5%
to 10%. Performance fees are individually negotiated with each client and may be subject to a High Watermark.
Typically, the fee will be charged on a quarterly basis in arrears. The term “High Watermark” shall mean that no
performance fee will be paid for recoupment of losses. Thus, if the net asset value of the Account (excluding the
performance fee) at the end of a calculation period falls below the net asset value at the end of any previous
calculation period, no performance fee will be owed to LCMI for the calculation period then ended. LCMI will
only be entitled to a further performance fee once the net asset value of the Account exceeds the highest net asset
value of the Account for all previous calculation periods. The High-Water Mark is adjusted for contributions to and
withdrawals from the Account. Each client is provided with additional information on the fees payable by their
Account, including with respect to the High-Water Mark, if any, in their advisory agreement. Performance based fee
arrangements may create an incentive for LCMI to recommend investments which may be riskier or more
speculative than those which would be recommended under a different fee arrangement. Performance fee
arrangements may also create an incentive to favor higher fee-paying accounts over other accounts in the allocation
of investment opportunities. LCMI has procedures designed and implemented to ensure that all clients are treated
fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among
clients. LCMI may have clients with similar investment objectives. LCMI is permitted to make an investment
decision on behalf of clients that differs from decisions made for, or advice given to, such other accounts and clients
even though the investment objectives may be the same or similar, provided that the LCMI acts in good faith and
follows a policy of allocating, over a period of time, investment opportunities on a basis intended to be fair and
equitable, taking into consideration the investment policies and investment restrictions to which such accounts and
clients are subject.

In general, a “Qualified Client” is:
    (1) a natural person or company who at the time of entering into such agreement has at least $1,100,000 under
        the management of the investment adviser;
    (2) a natural person or company who the adviser reasonably believes at the time of entering into the contract:
        (a) has a net worth of jointly with his or her spouse of more than $2,200,000 excluding the value of the
        client’s primary residence; or (b) 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)); or
    (3) a natural person who at the time of entering into the contract is: (A) An executive officer, director, trustee,
        general partner, or person serving in similar capacity of the investment adviser; or (B) An employee of the
        investment adviser (other than an employee performing solely clerical, secretarial, or administrative
        functions with regard to the investment adviser), who, in connection with his or her regular functions or
        duties, participates in the investment activities of such investment adviser, provided that such employee has
        been performing such functions and duties for or on behalf of the investment adviser, or substantially
        similar function or duties for or on behalf of another company for at least 12 months.

Third-Party Asset Manager Fees
The combined fee charged by LCMI and the Third-Party Asset Manager will not exceed 3.00%. Depending on the
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Item 7: Types of Clients
LCMI generally provides advisory services to the following types of clients:

     •   Individuals
     •   Trusts
     •   High-Net-Worth Individuals
     •   Pension and Profit-Sharing Plans
     •   The Fund
     •   Corporations or Business Entities

Minimum Account Size:
LCMI’s minimum account size is $250,000. The minimum investment in the Fund is set at $500,000.