MV Capital Management Inc

Item 5           Fees and Compensation

   A.
                                              NON-WRAP FEE BASIS

         If a client determines to engage MVCM to provide discretionary or non-discretionary investment
         advisory services, MVCM’s annual investment advisory fee is based on a percentage (%) of the
         market value of the assets placed under MVCM’s management, to be charged quarterly in advance
         based on account valuation as of the last business day of the previous quarter on a tiered basis, as
         follows:
                                         Fees      Incremental       Total        Minimum
                Account Assets        % of Assets Maximum Maximum                     Fees
                First $1,000,000       1.50%         $15,000       $15,000             $0
                Next $1,500,000        1.00%         $15,000       $30,000        $15,000
                Next $2,500,000        0.90%         $22,500       $52,500        $30,000
                Next $2,500,000        0.85%         $21,250       $73,750        $52,500
                Next $2,500,000        0.80%         $20,000       $93,750        $73,750
                Next $2,500,000        0.75%         $18,750     $112,500         $93,750
                Next $2,500,000        0.70%         $17,500     $130,000        $112,500
                Next $2,500,000        0.65%         $16,250     $146,250        $130,000
                Next $2,500,000        0.60%         $15,000     $161,250        $146,250
                Over $20 Million        To be individually assessed.

         MVCM generally requires an aggregate minimum account value of $1,000,000 per household for
         investment advisory services. MVCM’s fee and minimum account requirements are negotiable in
         its discretion, depending upon objective and subjective factors including but not limited to the
         amount of assets to be managed; portfolio composition; the scope and complexity of the
         engagement; the anticipated number of meetings; future earning capacity; anticipated future
         additional assets; and negotiations with the client. Because of these factors, similarly situated
         clients could pay different fees, the services to be provided by MVCM to any particular client could
         be available from other advisers at lower fees, and certain clients may have fees different than those
         specifically set forth above.

                    FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)

         If requested by the client, MVCM may provide consulting services regarding non-investment related
         matters, such as estate, tax and insurance planning on a stand-alone basis. MVCM’s planning and
         consulting fees are negotiable, but generally range from $1,000 to $20,000 on a fixed fee basis, and
         from $175 to $450 on an hourly rate basis, depending upon the level and scope of the services
         required and the professionals rendering the services. The exact amount of the fee will be included
         in a written agreement between MVCM and the client.

   B. Clients may elect to have MVCM’s advisory fees deducted from their custodial account. Both
      MVCM’s Investment Advisory Agreement and the custodial/clearing agreement may authorize the
      custodian to debit the account for MVCM’s investment advisory fee and to directly remit that
      management fee to MVCM in compliance with regulatory procedures. In the limited event that
      MVCM bills the client directly, payment is due upon receipt of MVCM’s invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s circumstances
      require, MVCM shall generally recommend that Fidelity Investments, LLC and its affiliates
      (“Fidelity”), Charles Schwab & Co., Inc. and its affiliates (“Schwab”), or TD Ameritrade, Inc. and
      its affiliates (“TD Ameritrade”) serve as the broker-dealer/custodian for client accounts. With
      respect to a non-wrap fee engagement, broker-dealers such as Fidelity may charge brokerage
      commissions and/or transaction fees for effecting certain securities transactions according to their
      fee schedule. In addition, there may be certain charges and administrative fees, including, but not
      limited to, transaction charges (including mark-ups and mark-downs) resulting from trades effected
      through or with a broker-dealer other than Fidelity, transfer taxes, odd lot differentials, exchange
      fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes
      or other fees mandated by any federal, state or other applicable law or otherwise agreed to with
      regard to client accounts. Such fees and expenses are in addition to MVCM’s advisory fee. For
      mutual fund and ETF purchases, clients will incur charges imposed by the respective fund, which
      represent the client’s pro rata share of the fund’s management fee and other fund expenses. These
      fees and expenses are described in each fund’s prospectus or other offering documents. MCVM
      does not share in those funds or expenses.

   D. MVCM’s annual investment advisory fee will be prorated and paid quarterly, in advance, based
      upon the value of the client’s accounts on the last business day of the previous quarter. The
      Investment Advisory Agreement between MVCM and the client will continue in effect until
      terminated by either party by written notice in accordance with its terms. Upon termination,
      MVCM shall refund the pro-rated portion of the advanced advisory fee paid based upon the number
      of days remaining in the billing quarter.

   E. Securities Commission Transactions.            Neither MVCM, nor its representatives accept
      compensation from the sale of securities.

Item 7          Types of Clients

         MVCM’s clients generally include high net worth individuals, individuals, pension and profit
         sharing plans, business entities, trusts, estates, and charitable organizations. MVCM generally
         requires an aggregate minimum account value of $1,000,000 per household for investment advisory
         services, subject to the conditions in Item 5.A. above.