QCA Capital Management Inc

Item 5       Fees and Compensation

The annual fee for investment advisory and portfolio management services provided by QCA
will be charged as a percentage of assets under management, the “Management Fee”, according
to the schedule outlined below. The Management Fee is reviewed annually at the beginning of
each calendar year. Lower fees may be negotiated between a Client and the Advisor. QCA may
lower the Management Fee at its discretion (temporarily or permanently) if it believes it is
appropriate and in the best interest of the Client.

Schedule of Management Fee
The following schedule applies to portfolios that are based on either the “Growth” or the
“Growth & Income” investment strategy model (refer to Section Item 8A. Methods of Analysis
and Investment Strategies for a full description of each).

          Management Fee for “Growth” and “Growth & Income” Strategies

          Portfolio Value Between:                         Annual Fee (%)
          Less than $999,999                                   2.00%
          Between $1,000,000 - $4,999,999                      1.50%
          Between $5,000,000 - $9,999,999                      1.00%
          Over $10,000,000                                   Negotiable

The following schedule applies to portfolios that are based on the “Income” investment
strategy model.

In addition, this fee schedule applies to Charities/Endowments/Foundations that are exempt
from taxes under section 501(c)(3) of the Internal Revenue Code (refer to Section Item 8A.
Methods of Analysis and Investment Strategies for a full description).

                        Management Fee for “Income” Strategy
           Portfolio Value Between:                 Annual Fee (%)
           Less than $999,999                            0.75%
           Between $1,000,000 - $4,999,999               0.50%
           Between $5,000,000 - $9,999,999               0.40%
           Over $10,000,000                            negotiable

The following schedule applies to portfolios that are based on the “Focused Equity”
investment strategy model (refer to Section Item 8A. Methods of Analysis and Investment
Strategies for a full description).

                      Management Fee for “Focused Equity” Strategy

           Portfolio Value Between:                          Annual Fee (%)
           Between $1,000,000 - $9,999,999                        2.0%
           Between $10,000,000 - $24,999,999                     1.50%
           Over $25,000,000                                    Negotiable

The Client will be notified by invoice directly from QCA and will be billed in arrears at the
beginning of each calendar quarter based upon the month end values (market value or fair value
in the absence of market value as determined by good faith by the Advisor) of the Client’s
account during the previous quarter. The fees will be deducted automatically by Quincy Cass
Associates, Inc., through National Financial Services Corporation as agent for Fidelity
Management Trust Company or through Charles Schwab Institutional (unless otherwise
directed by the Client).

Other Potential Fees
Mutual funds may be included in a portfolio, including money market mutual funds used to
“sweep” unused cash balances until they can be appropriately invested. Clients should
recognize that all fees paid to QCA 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 generally include a
management fee, other fund expenses, and a possible distribution fee, which may be received
by an affiliate of the Advisor.

Termination Policy
The Investment Management Agreement may be canceled at any time by either party, for any
reason upon receipt of 30 days written notice. A terminating Client will be billed in arrears for
the pro-rata portion of the last billing period during which services were rendered. Upon
termination, any earned fees will be due and payable. QCA will promptly surrender to the
Client any documents belonging to the Client that remain in the firm’s possession.

Item 7         Types of Clients

QCA provides investment advisory and portfolio management services to the following types
of clients:
              Individuals or high net worth individuals.
              Trusts or estates.
              Pension and profit-sharing plans.
              Charitable organizations and foundations.
              Corporations or business entities other than those listed above.