Private Wealth Management Inc

Item 5 – Fees and Compensation

Fees for investment Advisory Service clients generally are billed quarterly in arrears of
one-fourth of the annual rate based on a percentage of the client's assets under
management at the beginning of the calendar quarter. Any cash subject to a margin
loan will not be deducted from the aggregate fair market value for the purpose of
calculating the advisory fee, thus increasing the account value and resulting in a higher

investment management fee. PWM has adopted the following marginal fee schedule as
follows:

Assets Under Management                           Annual Fee
Over------        But Not Over----                                    Of the Amount
Over----
0                 $1.0 million                           0.75%              0
$1.0              $5.0 million                  $7,500 + 0.45%         $1,000,000
$5.0              $10.0 million                 $25,500 + 0.40%       $5,000,000
$10.0             $15.0 million                 $45,500 + 0.35%       $10,000,000
$15.0             $20.0 million                 $63,000 + 0.25%       $15,000,000
$20.0             $30.0 million                 $75,500 + 0.15%       $20,000,000
$30.0             $50.0 million                 $90,500 + 0.10%       $30,000,000
$50.0             $75.0 million                 $110,500 + 0.075%     $50,000,000
$75.0             $100.0 million                $129,250 + 0.05%      $75,000,000
Over $100 million                               $141,750 + 0.025%     $100,000,000

PWM assesses a minimum annual fee of $6,000 to accounts receiving ongoing asset
management services. As a result, accounts with a small balance may pay a higher
annual fee than those normally charged by other investment advisors.

Fees will generally be deducted directly from the client's brokerage account pursuant to
a written agreement. Investment Advisory Services begin with the effective date of the
Agreement, which is the date the client signs the Investment Advisory Agreement. For
that calendar quarter, fees will be adjusted pro rata based upon the number of calendar
days in the calendar quarter that the Agreement was effective.

Either PWM or the client may terminate the Agreement at any time. Notice of
termination may be given to the other party either verbally or in writing. However, verbal
communication of such termination must be confirmed by delivery of written notice of
such termination to the other party within five days. Upon termination, the fees charged
for advisory services will be pro-rated for the remaining calendar quarter. The client is
responsible for paying for services rendered until the termination of the Agreement.
The client can cancel the Agreement without penalty within the first five days after the
signing of the Agreement.

Clients should be aware of their responsibility to verify the accuracy of the fee
calculation submitted to the custodian by PWM, as the custodian will not determine
whether the fee has been properly calculated. PWM will provide the client with a
separate copy of each invoice, setting forth the basis for the calculation. Advisory fees
charged by PWM are separate and distinct from fees and expenses charged by mutual
funds, which may be recommended to clients. A description of these fees and
expenses are available in each fund's prospectus.

PWM's fees are for advisory services only and do not include other costs that the client
may incur including but not limited to transaction fees, commissions, or other
management fees charged by non-affiliated third parties including investment managers
(sub-advisors) that are recommended to clients.

Fees may be negotiated for clients where specialized investment services are needed
or for family members of employees of PWM. PWM reserves the right to adjust the fee
schedule for accounts depending on the size and type of account and the services
required. In some cases, negotiation of fees may result in different fees being charged
for similar services and may be less than the stated fees.

Fees for Personal Financial Planning Services will range from $100 to $500 per hour.
Such fees shall be mutually agreed upon by the client and representative, and shall be
due and payable when services are rendered. PWM reserves the right to provide
planning services on a fixed fee basis in lieu of an hourly fee. The fixed fee will be
negotiated with the client prior to performing any service.

A client may cancel the Personal Financial Planning Services agreement and receive a
full refund if PWM is notified within five business days after signing an agreement. If
cancellation occurs thereafter, the client is responsible only for expenses incurred up to
that point. In such an event, an itemized invoice will be provided documenting the
expenses that have been incurred.

Item 7 – Types of Clients

PWM provides portfolio management services to individuals of which the majority are
high net worth individuals. In this regard, PWM may also provide investment advice to
Limited Partnerships, Trusts, and other such financial vehicles that are wholly-owned by
the individual clients of PWM.

PWM requires a minimum account size of $1,000,000 for money management services.
However, PWM has discretion to waive the account minimum. Accounts of less than
$1,000,000 may be set up when the client and PWM anticipate the client will add

additional funds to the accounts bringing the total to $1,000,000 within a reasonable
time. Other exceptions will apply to employees of Advisor and their relatives, or
relatives of existing clients. Also, PWM assesses a minimum annual fee of $6,000 to
accounts receiving ongoing asset management services.