Northside Capital Management LLC

Item 5 Fees and Compensation

  Schedule of Fees

  Historically, the compensation paid to Northside has been exclusively fees based on client assets
  under management. During 2016, Northside added another non-discretionary client who pays a
  flat annual fee.

  Northside’s general schedule of asset based fees is as follows:
  First $20 million of assets       0.75% per annum
  Next $180 million of assets        0.50% per annum
  Assets Over $200 million:         0.25% per annum

  Northside has charged different rates in particular circumstances, depending on the services
  provided, including to employees and affiliates and family members of employees and affiliates.
  Some professional advisors may charge less for comparable investment services. Some
  professional advisors may charge more for comparable investment services. Fees are typically
  payable quarterly, in advance, and are based on the fair market value of the portfolio at the close
  of the last business day of the previous quarter. Certain clients may be charged their asset-based
  fee over different time periods or in arrears. All clients have the option of having Northside fees
  deducted directly from their brokerage account(s), or they may choose to receive an invoice from
  Northside and pay outside of the brokerage account. A prorated quarterly fee is due when a
  client enters into an advisory agreement with Northside. Each client signing an agreement will
  receive a copy of Form ADV Part 2A Firm Brochure and an applicable ADV Part 2B Advisor
  Supplement(s), and will have five business days to rescind the agreement unconditionally.
  Thereafter, the Northside agreement may be terminated by either party upon thirty (30) days
  prior written notice to the other party. Clients wishing to terminate the agreement during any
  quarter will receive a prorated refund of prepaid fees based on the number of days of service
  actually received during that quarter.

  Clients should be aware that, although "no-load" and "index" mutual funds generally have lower
  expenses than other mutual funds, they do incur investment advisory fees and other expenses
  that are in addition to (and unrelated to) the fees payable to Northside described above. A no-
  load fund mutual fund is a fund in which shares are sold without a commission or sales charge.
  The reason for this is that the shares are distributed directly by the investment company, instead
  of going through a secondary party. This is the opposite of a load fund, which charges a
  commission at the time of the fund's purchase, at the time of its sale, or as a "level-load" for as
  long as the investor holds the fund. An index fund is a type of mutual fund with a portfolio
  constructed to match or track the components of a market index, such as the Standard & Poor's
  500 Index (S&P 500). An index mutual fund is said to provide broad market exposure, low
  operating expenses and low portfolio turnover.

  Clients will incur brokerage and other transaction costs, please review Item 12 Brokerage
  Practices for further details.

Item 7 Types of Clients

 Northside provides investment advice and management of financial assets for high net worth
 individuals, trusts, family offices, foundations and taxable institutions.

 Clients of Northside must be considered Qualified Purchasers under Section 3(c) (7) of the
 Investment Company Act of 1940. Northside may accept as a client, family members of existing
 Northside clients in certain situations as it determines in its sole discretion, if such clients are
 Accredited Investors as defined in Regulation D of the Securities Act of 1933. A qualified
 purchaser is a greater requirement than an accredited investor. Generally, only super high net
 worth individuals and institutional investors will fit within the definition of qualified purchaser.

 Qualified Purchaser Definition: A summary of the main requirements are listed below. In order
 for an individual or entity to qualify as a Qualified Purchaser, he or she must accomplish at least
 one of the following:

 1. Any natural person (including any person who holds a joint, community property, or other
 similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that
 person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments;

 2. Any company that owns not less than $ 5,000,000 in investments and that is owned directly or
 indirectly by or for 2 or more natural persons who are related as siblings or spouse (including
 former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the
 estates of such persons, or foundations, charitable organizations, or trusts established by or for
 the benefit of such persons;

 3. Any trust that is not covered by clause (ii) and that was not formed for the specific purpose of
 acquiring the securities offered, as to which the trustee or other person authorized to make
 decisions with respect to the trust, and each settlor or other person who has contributed assets to
 the trust, is a person described in clause (i), (ii), or (iv); or

 4. Any person, acting for its own account or the accounts of other qualified purchasers, who in the
 aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in investments.

 Accredited Investor Definition: In order for an individual to qualify as an accredited investor, he
 or she must accomplish at least one of the following:

 1. Earn an individual income of more than $200,000 per year, or a joint income of $300,000, in
 each of the last two years and expect to reasonably maintain the same level of income.

 2. Have a net worth exceeding $1 million, either individually or jointly with his or her spouse,
 excluding the value of the investor’s primary residence.

 3. Be a general partner, executive officer, director or a related combination thereof for the issuer
 of a security being offered.