MJC Advisors LLC

Item 5           Fees and Compensation

   A. INVESTMENT ADVISORY SERVICES

         MJC offers to provide discretionary investment advisory services on a negotiable fee-only
         basis. MJC’s annual investment advisory fee is based upon a percentage (%) of the market
         value of assets placed under MJC’s management. The specific annual investment advisory
         fee, which will not exceed 1.00%, is memorialized in, and is subject to the terms and
         conditions of the Investment Advisory Agreement between MJC and the client.

         The annual investment advisory fee is payable quarterly, in advance, based upon the
         market value of the Assets on the last business day of the previous quarter. The initial
         investment advisory fee will be prorated based on the percentage of days remaining in
         the initial billing quarter. If the client deposits additional assets that will increase the
         investment advisory fee by at least $50 during a billing quarter, the investment advisory
         fee will also be prorated based on the number of days remaining in that billing quarter
         and charged for the next billing quarter. In a parallel fashion, withdrawals made during
         the billing quarter are credited back to the client based on the number of days remaining
         in the quarter. These credits will be made to the client account from which the charges
         were originally made. Unless MJC expressly agrees otherwise in writing, account assets
         consisting of cash and cash equivalent positions are included in the value of an account’s
         assets for purposes of calculating MJC’s advisory fee.

         MJC’s annual investment advisory fee varies depending upon objective and subjective
         factors, including but not limited to the amount of assets to be managed; account
         composition; the scope and complexity of the engagement; the anticipated number of
         meetings and servicing needs; related accounts; future earning capacity; anticipated

         future additional assets; the professionals rendering the services; and negotiations with
         the client. As a result of these factors, similarly situated clients could pay different fees.
         The services to be provided by MJC to any particular client could be available from other
         advisers at lower fees.

   B. Clients may elect to have MJC’s investment advisory fees deducted from their custodial
      account on a quarterly basis. The applicable form of agreement between MJC and the
      client, as well as the applicable custodial / clearing agreement may authorize the
      custodian to debit the account for the amount of MJC’s fee and to directly remit that fee
      to MJC in compliance with regulatory procedures. In the limited event that MJC bills the
      client directly on a quarterly basis for those services, payment is due upon receipt of MJC’s
      invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s
      circumstances require, MJC will generally recommend that Charles Schwab and Co., Inc.
      an SEC-registered and FINRA member broker-dealer, and its affiliates, (collectively,
      “Schwab”) serve as the broker-dealer/custodian for client investment advisory assets.
      Broker-dealers such as Schwab charge brokerage commissions and/or transaction fees
      for effecting certain securities transactions (e.g., transaction fees are charged for certain
      no-load mutual funds, commissions are charged for individual equity, certain exchange
      traded fund and fixed income securities transactions). In addition to MJC’s investment
      advisory fee, brokerage commissions and/or transaction fees, clients will also incur,
      relative to all mutual fund and ETF purchases, charges imposed at the fund level (e.g.,
      management fees and other fund expenses). The fees charged by the applicable broker-
      dealer/custodian, and the charges imposed at the mutual fund and exchange traded fund
      level, are in addition to MJC’s investment advisory fee referenced in this Item 5.

   D. MJC’s annual investment advisory fee will be prorated and paid quarterly in advance,
      based upon the market value of the assets on the last day of the previous quarter. The
      Investment Advisory Agreement between MJC and the client will continue in effect until
      terminated by either party or upon completion of the services in conformity with the
      terms of that Agreement. Upon termination of the Investment Advisory Agreement, MJC
      will refund the pro-rated portion of the advanced investment advisory fee paid based
      upon the number of days remaining in the billing quarter.

   E. Neither MJC, nor its representatives accept compensation from the sale of securities or
      other investment products.

Item 7           Types of Clients

         MJC’s clients currently include individuals, high net worth individuals, trusts, estates,
         pensions, and profit-sharing plans. MJC does not impose any minimum requirements for
         opening or maintaining an account.