Mitchell Capital Management Co

Item 5: Fees and Compensation

           INVESTMENT MANAGEMENT AND SUB-ADVISORY SERVICES

Mitchell Capital Management Co. (MCM) provides investment management and sub-advisory
services on a discretionary basis. Fees are based on a percentage of assets under management. The
assets will be valued quarterly by adding the market value of the assets as of the last business day
of the immediately preceding quarter and as of the last business day of the first month, second
month and third month of the current quarter and dividing this sum by four. The fee for the initial
quarter will be prorated based upon the number of days in the quarter from the date of
commencement of MCM services hereunder and will be based upon the initial amount of assets
placed under management with MCM.

The fee schedule is shown below. Fees are payable quarterly in advance or in arrears, as agreed
upon. The client may terminate the advisory agreement by written notice at any time, remaining
liable only for the fee due to the date of termination, on a pro rata basis. Or if the client paid in
advance, the client will be due a refund from MCM, on a pro rata basis. The client may choose to
pay the fee directly to MCM or authorize MCM to deduct the fee from the account being managed.

FEE SCHEDULE (1)

                       Portfolio Size             Fee
                 Amounts up to $1,000,000        1.0%
                 Next $1,000,000                0.75%
                 Next $8,000,000                0.60%
                 Over $10,000,000              Negotiable

(1) This schedule assumes normal investment responsibility as defined by the Securities and Exchange
    Commission & ERISA. Client instructions that alter these management responsibilities may require
    negotiated fee adjustments.
(2) The fee charged by MCM is in addition to any fees and expenses charged by any money market or
    other managed funds, such as ETFs, in which the client may be invested or commissions charged by

    brokers for trades or custody fees. Fees and costs will reduce any amount of money you make on your
    investments over time. You will pay fees and costs whether you make or lose money on your
    investments. MCM supervised persons do not accept compensation for the sale of securities or other
    investment products.

Item 7: Types of Clients

Mitchell Capital Management Co provides portfolio management services to individuals, trusts,
institutions, companies, profit sharing and pension plans, charitable organizations, foundations,
multi-employer plans, associations, etc.