Martin Nelson & Co Inc

FEES AND COMPENSATION

FEE SCHEDULE
MNCO bases its fees on a percentage of the assets under management. There is a fee schedule. The fees
are negotiable and may change as the value of the portfolio changes. Some clients may pay higher or
lower fees than other clients depending on the size of the account, the amount of time a client has had
an account with us, the total amount of business the client conducts with us and other relevant
considerations.

  Account Asset Value                              Maximum Annual Fee
  $50,000 - $2,000,000                             1%
  $2,000,001 - $3,000,000                          0.9%
  $3,000,001 - $ 5,000,000                         0.85%
  $5,000,001 and above                             0.8%

The fee charged will be payable, in arrears, on a calendar quarterly basis, and will be calculated based
upon the average daily balance of the account, as determined by MNCO. Each quarterly payment will be
due and payable out of the clients account during the month following the last day of the calendar quarter
to which such valuation relates. The fee for the calendar quarter in which Client's Account is established
will be prorated based on the number of days remaining in that calendar quarter after establishment of
the account. In the event that Client's Account is terminated before the end of a calendar quarter, a
prorated amount will be charged to the account based on the number of days of the quarter the client’s
account was held at MNCO.

The client will be sent a written invoice, including the fee, the formula used to calculate the fee, the fee
calculation itself, the time period covered by the fee, and, if applicable, the amount of assets under
management on which the fee was based. The Advisor will send these to the client concurrent with the
request for payment of the advisory fees. We urge the client to compare this information with the fees
listed in the account statement.

With your account at MNCO you may pay a transaction fee in addition to the quarterly fee. Your advisor
does not receive any portion of the transaction fee.

TERMINATION OF CONTRACT
Your contract may be terminated by either you or your Advisor. If the contract is terminated prior to the
last day of the calendar quarter, then the quarterly fee will be adjusted to the actual days the account was
serviced. In the event the account was prepaid, the fee will be reimbursed for the days the account was
not under agreement. Upon termination, you are responsible for monitoring the securities in your account
and MNCO will have no further obligation.

MUTUAL FUNDS
We recommend no-load mutual funds for Advisory clients. In the event these funds are recommended,
we may receive sales compensation via their execution through MNCO. Receipt of these forms of
additional compensation may be a conflict of interest in that it could be an incentive for your portfolio
manager to recommend products for your account based upon the amount of additional compensation
they receive. We will supervise your account to assure that any recommendations made are in
accordance with your investment objectives and goals. On occasion you may receive communications
from us to confirm that the activity in your account is in accordance with your instructions and that you
are aware of the addition compensation being paid.

INVESTOR OPTIONS
You are not obligated to purchase a recommended investment from us. You always have the option
to purchase it from other brokers or agents.
In general, a more actively traded account may cost less under a fee agreement and an account which
is traded infrequently may cost more under a fee agreement.

An investment advisor shall deliver the materials required by this section to an Advisory client or
prospective Advisory client (i) not less than forty-eight hours prior to entering into any investment
Advisory contract with such client or prospective client, or (ii) at the time of entering into any such
contract, if the Advisory client has a right to terminate the contract without penalty within five business
days after entering into the contract.

                    PERFORMANCE-BASED FEES AND SIDE-BY-SIDE
                               MANAGEMENT

MNCO does not charge performance-based fees. Our fees are not based on a share of the capital gains
or the capital appreciation of managed securities.

MNCO does not use a performance-based fee structure because of the potential conflict of interest.
Performance-based compensation may create an incentive for the Advisor to recommend an investment
that may carry a higher degree of risk to the client.

TYPES OF CLIENTS

MNCO provides investment advice to individuals, pension and profit-sharing plans, retirement
plans, trusts, estates, charitable organizations and businesses.

Client relationships vary in size and length of time with us.
MNCO does not impose a minimum account size. Each account is evaluated individually.

   METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS