Private Capital Advisors Inc

Item 5: Fees and Compensation

    a) Compensation

The Firm charges each Client an investment management fee based on the market value of the
securities and cash in the portfolio on the appraisal date of the account. The annual management
fee ranges from 0.75% to 1.25% of assets under management according to the following schedule:

Assets under Management:          Annual Fee (%)
First $3,000,000                      1.25%
Next $20,000,000                      1.00%
Over $23,000,000                      0.75%

The above fee schedule shall apply to equity portfolios. However, for bond portfolios are charged a
fixed 0.35% regardless of the amount of assets under management.

The Firm may also charge performance-based fees (see Item 6). All fees are negotiable. Fees may
differ based on account size, strategy, and complexity among other factors.

    b) Billing

In general, investment management fees are based on a valuation of assets by the Client’s
custodian or administrator.

Clients are invoiced in advance at the beginning of each calendar quarter based on the market value
(market value or fair market value in the absence of market value, plus any credit balance or minus
any debit balance), including cash positions, of the client’s account at the end of the previous
quarter.

A minimum of $1,000,000 of assets under management is typically required for this service;
however, this may be negotiable in certain circumstances.

•   Investments in Limited Partnerships: Client assets invested in partnerships for which PCA’s, or its
    related persons may serve as general partner will not be included in calculating PCA’s advisory
    fee.

•   Limited Negotiability of Advisory Fees: Although PCA has established the fee schedule(s), the
    Firm retains the discretion to negotiate alternative fees on a client-by-client basis. Client facts,
    circumstances and needs are considered in determining the fee schedule. These include the
    complexity of the client, assets to be placed under management, anticipated future additional
    assets; related accounts; portfolio style, account composition, reports, among other factors. The
    annual fee schedule is provided in this brochure (ADV Part 2A) which is delivered to clients upon
    account opening.

•   Account Grouping: The Firm may group certain related client accounts for the purposes of
    achieving the minimum account size requirements and determining the annualized fee.

•   Reduced Fees: Discounts, not available to our advisory clients, may be offered to family
    members and friends of associated persons of our firm.

    c) Other Expenses

Clients are responsible for and do incur other expenses separate and apart from the Firm’s
investment management fees. These expenses typically include custody fees, brokerage services
and other transaction fees (where imposed), and/or expenses associated with the investment
vehicle in which their assets are invested (such as mutual fund expenses). See Item 12 for more
information            about          the           selection        of           broker-dealers.

•   Mutual Fund Fees: Money market mutual funds may be used to ’sweep’ unused cash balances
    until they can be appropriately invested. Clients should recognize that all fees paid to PCA for
    investment advisory services are separate and distinct from the fees and expenses charged by
    mutual funds to their shareholders. These fees and expenses are described in each fund’s
    prospectus. These fees will include a management fee, other fund expenses, and a distribution
    fee. All fees paid to PCA for investment advisory services are separate and distinct from the fees
    and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and
    expenses are described in each fund's prospectus. These fees will include a management fee,
    other fund expenses, and a distribution fee. If the fund also imposes sales charges, a client may
    pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our
    services. In that case, the client would not receive the services provided by the Firm which are
    designed, among other things, to assist the client in determining which mutual fund or funds are
    most appropriate to each client's financial condition and objectives. Accordingly, the client
    should review both the fees charged by the funds and our fees to fully understand the total
    amount of fees to be paid by the client and to thereby evaluate the advisory services being
    provided.

•   Wrap Fee Programs and Separately Managed Account Fees: Clients participating in separately
    managed account programs may be charged various program fees in addition to the advisory fee
    charged by our firm. Such fees may include the investment advisory fees of the independent
    advisers, which may be charged as part of a wrap fee arrangement. In a wrap fee arrangement,
    clients pay a single fee for advisory, brokerage and custodial services. Client’s portfolio
    transactions may be executed without commission charge in a wrap fee arrangement. In
    evaluating such an arrangement, the client should also consider that, depending upon the level
    of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the client’s
    account, and other factors, the wrap fee may or may not exceed the aggregate cost of such
    services if they were to be provided separately. We will review with clients any separate program
    fees that may be charged to clients.

•   Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for
    the fees and expenses charged by custodians and imposed by broker dealers, including, but not
    limited to, any transaction charges imposed by a broker dealer with which an independent
    investment manager effects transaction for the client's account(s). Please refer to the "Brokerage
...

Item 7: Types of Clients

PCA provides discretionary investment management services primarily to:

    • institutions such as banks or thrift institutions, insurance companies, corporations or other
       forms of business entities, other asset managers, trusts, family offices, endowments,
       charitable institutions, pension funds and profit-sharing plans and other institutions and
       high-net-worth individuals inside and outside the United States.

The minimum dollar amount of assets ordinarily required for the establishment of a Separate
Account is $1,000,000. The Firm, in its sole discretion, may waive investment minimums.