Quantum Capital Management LLC

Item 5           Fees and Compensation

   A.
                                    INVESTMENT ADVISORY SERVICES
         The Registrant’s annual investment management fee is based upon a percentage (%) of the
         market value of the assets placed under the Registrant’s management

                       Assets Under Management                             Annual Fee
                          First $100 million                                    1.00%
                          Next $150 million                                     0.85%
                          Over $250 million                                     0.75%

   B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
      account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
      agreement may authorize the custodian to debit the account for the amount of the
      Registrant's investment advisory fee and to directly remit that management fee to the
      Registrant in compliance with regulatory procedures. In the limited event that the
      Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice.

   C. As discussed below, unless the client directs otherwise or an individual client’s
      circumstances require, the Registrant shall generally recommend that a particular broker-
      dealer/custodian serve as the broker-dealer/custodian for client investment management
      assets.

         Broker-dealers charge brokerage commissions, transaction, and/or other type fees for
         effecting certain types of securities transactions (i.e., including transaction fees for certain
         mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.).
         The types of securities for which transaction fees, commissions, and/or other type fees (as
         well as the amount of those fees) shall differ depending upon the broker-dealer/custodian.
         While certain custodians generally (with the potential exception for large orders) do not
         currently charge fees on individual equity transactions (including ETFs), others do.

         Broker-dealers may also assess fees to clients who elect to receive trade confirmations and
         account statements by regular mail rather than electronically.

         Clients will incur, in addition to Registrant’s investment management fee, brokerage
         commissions and/or transaction fees, and, relative to all mutual fund and exchange traded
         fund purchases, charges imposed at the fund level (e.g., management fees and other fund
         expenses).

         Tradeaway/Prime Broker Fees. If, in the reasonable determination of Registrant, it
         would be beneficial for the client, individual equity and/or fixed income transactions may
         be effected through broker-dealers other than the account custodian, in which event, the
         client generally will incur both the fee (commission, mark-up/mark-down) charged by the
         executing broker-dealer and a separate “tradeaway” and/or prime broker fee charged by
         the account custodian (i.e., Schwab).

   D. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in arrears,
      based upon the market value of the assets on the last business day of the previous quarter,

         including any accrued dividends and interest. The Registrant shall also adjust its quarterly
         fee to account for inflows and outflows in excess of $5,000.

         Registrant generally requires a $5 million per client minimum for investment management
         services. However, Registrant, in its sole discretion, may charge a lesser investment
         management fee or waive the $5 million client minimum based upon certain criteria (i.e.,
         anticipated future earning capacity, anticipated future additional assets, dollar amount of
         assets to be managed, related accounts, account composition, etc.).

         The Investment Advisory Agreement between the Registrant and the client will continue in
         effect until terminated by either party by written notice in accordance with the terms of the
         Investment Advisory Agreement. Upon termination, the Registrant shall generally debit the
         client account for the pro-rated portion of the unpaid advisory fee paid based upon the
         number of days services were provided during the billing quarter.

   E. Neither the Registrant, nor its representatives accept compensation from the sale of
      securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients shall generally include individuals, business entities, trusts, and
         pension and profit sharing plans.