Next Capital Management LLC

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         The client may engage NEXT to provide discretionary and/or non-discretionary investment
         advisory services on a negotiable fee-only basis. Unless a fixed-fee is otherwise agreed
         upon, NEXT’s annual investment advisory fee is based upon a percentage (%) of the market
         value of the assets placed under NEXT’s management (generally between negotiable and
         1.00%) as follows:

                          Fee Schedule                       Annualized Management Fee

                         On the first $7,500,000             1.000%
                         On the next $7,500,000              0.750%
                         On the next $25,000,000             0.500%
                         All amounts thereafter              0.400%

         NEXT may, in its sole discretion, agree to provide investment advisory services at rates
         other than those set forth above, charge a flat fee, waive its fee entirely, or charge fee on a
         different interval, based upon certain criteria (i.e. anticipated future earning capacity,
         anticipated future additional assets, dollar amount of assets to be managed, related
         accounts, account composition, complexity of the engagement, anticipated services to be
         rendered, grandfathered fee schedules, employees and family members, courtesy accounts,
         competition, negotiations with client, etc.). Please Note: As result of the above, similarly
         situated clients could pay different fees. In addition, similar advisory services may be
         available from other investment advisers for similar or lower fees.

         Accrued Interest: The market value reflected on periodic account statements issued by the
         account custodian may differ from the value used by NEXT for its advisory fee billing
         process. NEXT includes the accrued value of certain month or quarter-end interest when
         calculating client advisory fees, which amounts may not yet be reflected on the custodian
         statement as having been received by the account.

Internal Compensation Plan. NEXT maintains an internal compensation plan whereby
employees can qualify to receive additional compensation based upon various factors,
among which factors include prospective new client introductions. This additional
compensation arrangement presents a potential conflict of interest because the employee
has an economic incentive to make the prospective new client introduction.

ANY QUESTIONS: NEXT’s Chief Compliance Officer, Andrew C. Hart, remains
available to address any questions that a client or prospective client may have regarding
advisory fees.

Given the lagged nature of private fund reporting, advisory fees based upon private
investment funds will reflect either the most recent valuation provided by the private fund
sponsor, or an estimate of the valuation which is likely to be more accurate than the latest
state value available. In the case of estimates, valuations are based on estimated values
provided by the private fund sponsor or the most recent statement value adjusted for client
transactions such as capital calls and distributions. NEXT employs the use of estimates to
mitigate the risk of over or underbilling client assets. NEXT reconciles its estimated values
upon receipt of final private fund valuations and adjusts future bills accordingly.

Margin Accounts: Risks/Conflict of Interest. A margin account is a brokerage account
that allows investors to borrow money to buy securities and/or for other non-investment
borrowing purposes. The broker/custodian charges the investor interest for the right to
borrow money and uses the securities as collateral. By using borrowed funds, the customer
is employing leverage that will magnify both account gains and losses. Should a client
determine to use margin, NEXT will include the entire market value of the margined assets
when computing its advisory fee. Accordingly, NEXT’s fee shall be based upon a higher
margined account value, resulting in NEXT earning a correspondingly higher advisory fee.
As a result, a potential of conflict of interest arises because NEXT may have an economic
disincentive to recommend that the client terminate the use of margin. Please Note: The
use of margin can cause significant adverse financial consequences in the event of a market
correction. ANY QUESTIONS: Our Chief Compliance Officer, Andrew Hart, remains
available to address any questions that a client or prospective client may have
regarding the use of margin.

In addition to the above, clients whose investment assets are allocated to the Dynasty
management platform will be responsible for additional fees described further at Item 10.C.
below, along with a description of the conflicts of interest presented.

Dynasty Wealth Management, LLC is a registered investment adviser that also provides
access to a range of investment services including: separately managed accounts
(“SMAs”), mutual fund and exchange-traded fund (“ETF”) asset allocation strategies, and
unified managed accounts (“UMAs”) managed by external third party managers
(collectively the “Investment Programs”). Under the UMA program, NEXT will maintain
the ability to construct a single portfolio by selecting the specific, underlying investment
vehicles and asset allocations. Under the SMA program, NEXT has the ability to construct
a single portfolio by selecting the specific, underlying manager, investment vehicles and/or
asset allocations.

With respect to the Investment Programs, clients will be responsible for additional fees
payable to Dynasty for trading, tax overlay, rebalancing, and reporting, the amount of
which will be based upon the type of Investment Program, as follows:

           UMA Program-currently between 0.27% and 0.48% depending upon the amount
...

Item 7           Types of Clients

         NEXT’s clients generally include individuals, high net worth individuals, trusts, pension
         and profit sharing plans, charitable organizations, and business entities.
         NEXT does not generally require an annual minimum fee or asset level for investment
         advisory services. NEXT, in its sole discretion, may charge a lesser investment
         management fee or a fixed fee based upon certain criteria (i.e. anticipated future earning
         capacity, anticipated future additional assets, dollar amount of assets to be managed, related
         accounts, account composition, competition, negotiations with client, etc.). Please Note:
         As result of the above, similarly situated clients could pay different fees. In addition, similar
         advisory services may be available from other investment advisers for similar or lower fees.
         NEXT’s Chief Compliance Officer, Andrew C. Hart, remains available to address any
         questions that a client or prospective client may have regarding advisory fees.