Powerhouse Assets LLC

Item 5 – Fees and Compensation

A.    PowerHouse Assets is a fee-only advisory Firm. This means we are compensated only
      by our Clients and do not receive compensation or commissions from any other parties.
      We believe this method of compensation minimizes conflicts of interest.

      In consideration for our services, Clients pay us a fee that will be billed quarterly based
      on the assets in the account at the end of the prior quarter. In general, our fees are 1%
      of assets under management (AUM), with a minimum fee of $625 per quarter (or $2500
      per year), which can be waived at our discretion. In certain circumstances, we will
      discuss negotiable fees.

      Compensation to us for our services will be calculated in accordance with our Fee
      Schedule that is part of the PowerHouse Assets Investment Advisory Agreement which
      is entered into with each Client.

      For purposes of determining value, securities, mutual funds, and other instruments
      traded on a market for which actual transaction prices are publicly reported shall be
      valued at the last reported sale price on the principal market in which they are traded.

B.    Our fees will be withdrawn electronically from each Client's account no earlier than 14
      days after the submission of an invoice to the Client via e-mail showing the amount of
      fees, the value of the Client’s assets on which the fees are based, and the specific manner
      in which the fees are calculated. Payment of fees may result in the liquidation of
      Client’s securities if there is insufficient cash in the account. Clients bear the

       responsibility for verifying the accuracy of fee calculations.

C.     In addition to our fee, Clients will be required to pay brokerage commissions,
       stock transfer fees, and other similar charges incurred in connection with transactions
       for their individual account. These fees are paid out of the assets in a Client’s account
       and are in addition to the investment management fees paid to us.

D.     The market value will be construed to equal the sum of the values of all assets in the
       account. Fees for partial quarters at the commencement or termination of an
       Investment Advisory Agreement will be billed or refunded on a pro rata basis
       contingent on the number of days the account is managed in the quarter. Quarterly fee
       adjustments for additional assets received into the account during a quarter or for
       partial withdrawals will also be provided to Client’s on the above pro rata basis.

E.     As a fee-only investment advisory Firm, we are paid on a percentage of Client assets
       under management. This means that no supervised person associated with us receives
       or accepts any compensation for the sale of securities or investment products purchased
       in a Client’s account.

Item 7 – Types of Clients

PowerHouse Assets provides investment management of individual portfolios to individuals.
Our minimum account requirement is $250,000. However, under certain limited
circumstances we may waive this requirement.