Prometheus Capital Management Corp

Item 5      Fees and Compensation
INVESTMENT SUPERVISORY SERVICES ("ISS")
INDIVIDUAL PORTFOLIO MANAGEMENT FEES
The annualized fee for Investment Supervisory Services is charged as a percentage of
assets under management according to the following breakpoint schedule:
      Assets Under Management                    Annual Fee as a Percentage of Assets
      $0 - $49,999.99                             1.75%
      $50,000 - $99,999.99                        1.50%
      $100,000 - $199,999.99                      1.25%
      $200,000 - $1,999,999.99                    1.00%
      $2,000,000 - $4,999,999.99                  0.75%
      $5,000,000 - $7,499,999.99                  0.70%
      $7,500,000 - $9,999,999.99                  0.65%
      $10,000,000 and Over                        0.60%
Prometheus Capital Management charges its advisory fee based on the client’s total assets
under management which may include equity securities, fixed income securities, private
equity securities, options, cash, mutual funds, ETF’s and other similar assets deemed
appropriate for a client’s portfolio unless otherwise agreed in writing by advisor and client.
Fees are invoiced in arrears at the end of each calendar quarter, at which time the client
will receive an invoice summarizing fees.
The client has the option to have the payment of the Investment Advisor fees
deducted directly from the client’s assets held by the custodian. This is available if:
a.       The Advisor possesses written authorization from the client to deduct advisory
         fees from an account held by a qualified custodian;
b.       The Advisor will send the qualified custodian written notice of the fee amount to
         be deducted from the client’s account; and
c.       The Advisor sends the client an invoice summarizing the fee, including any
         formula used to calculate the fee, the period covered by the fee, and the amount of
         assets under management on which the fee was based.
Limited Negotiability of Advisory Fees: Although Prometheus Capital Management Corp.
has established fee schedule(s), we retain the discretion to negotiate alternative fees on a
client-by-client basis. We consider client facts, circumstances and needs in determining the
fee schedule. These include the complexity of client needs, assets placed under
management, anticipated additional assets, related accounts, portfolio style, account
composition and reports; among other factors. The specific annual fee schedule is identified
in the contract between the advisor and client called The Investment Advisory Agreement
(IAA).

We may group related client accounts for purposes of achieving the minimum account
size requirements to determine the annualized fee.
Discounts not generally available to our advisory clients may be offered to family
members and friends of associated persons of our firm.
PENSION CONSULTING FEES
Our fees for Pension Consulting Services are based on a percentage of assets
under advisement according to the following breakpoint schedule:
       Assets Under Management                    Annual Fee as a Percentage of Assets
      $0 - $49,999.99                              1.75%
      $50,000 - $99,999.99                         1.50%
      $100,000 - $199,999.99                       1.25%
      $200,000 - $1,999,999.99                     1.00%
      $2,000,000 - $4,999,999.99                   0.75%
      $5,000,000 - $7,499,999.99                   0.70%
      $7,500,000 - $9,999,999.99                   0.65%
      $10,000,000 and Over                         0.60%
Plan sponsors are invoiced in arrears at the end of each calendar quarter.

FINANCIAL PLANNING FEES
Prometheus Capital Management Corp.'s Financial Planning fee is determined based on the
nature of the services provided and the complexity of each client’s circumstances. All fees
are agreed upon prior to entering a contract with any client.
We calculate and charge our Financial Planning fees on an hourly basis, $350 per hour.
Although the length of time it will take to provide a Financial Plan will depend on each
client's personal situation, we will provide an estimate for the total hours at the start of the
advisory relationship.
We calculate and charge our Financial Planning fees on a fixed fee basis, typically ranging
from $500 to $10,000, depending on the specific arrangement reached with each client.
We may request a retainer upon completion of our initial fact-finding session with the client;
however, advance payment will never exceed $500 for work that will not be completed
within six months. The balance is due upon completion of the plan.
We bill the client in arrears based on the actual hours accrued or agreed upon plan
fee, whichever is less, as specified in the separately executed Financial Advisory
Agreement (FAA).
Clients are not under any obligation to engage these individuals when considering
implementation of advisory recommendations. The implementation of any or all
recommendations is solely at the discretion of the client.

CONSULTING SERVICES FEES

Prometheus Capital Management Corp.'s Consulting Services fees are determined by
the nature of the services provided and complexity of each circumstance. All fees are
agreed upon prior to entering a contract with any client.
We calculate and charge our Consulting Services fees on an hourly basis, which is $350 per
hour. An estimate for the total hours is determined at the start of the advisory relationship.
We calculate and charge our Consulting Services fees on a fixed fee basis, typically ranging
from $500 to $10,000, subject to the specific arrangement reached with each client.
Clients are not under any obligation to engage these individuals when considering
implementation of advisory recommendations. The implementation of any or all
recommendations is solely at the discretion of the client.
GENERAL INFORMATION
Termination of the Advisory Relationship: Either party may cancel a client agreement at
...

Item 7      Types of Clients
Prometheus Capital Management Corp. provides advisory services to the following types
of clients:
• Individuals (other than high net worth individuals)
• High net worth individuals
• Pension and profit-sharing plans (other than plan participants)
• Corporations or other businesses not listed above
• Trusts, Estates and Charitable Organizations