Spivak Asset Management LLC

Fees and Compensation
   Description
      The annual fee charged for portfolio management is 1% of assets under
      management. After the first quarter, the measuring period will be pro-rated to
      be based on a calendar quarter thereafter. A minimum value of $1,000,000 of
      assets under management is required for these services. Spivak Asset
      Management, LLC will quote an exact percentage to each client based on
      both the nature and total dollar value of that account. Clients will be invoiced
      in arrears at the end of each calendar quarter based upon the quarter end
      values (market value or fair market value in the absence of market value) of
      the client’s account during the previous quarter.

                             Spivak Asset Management, LLC

    The annual management fee charged is calculated as described above and is
    not charged on the basis of a share of capital gains upon or capital
    appreciation of the funds or any portion of the funds of an advisory client
    (SEC Rule 205-3). Fees are calculated based on the appraisal of the market
    value of assets under management, based on the custodian’s statements,
    including securities, cash and money market balances.

Fee Billing
    Investment management fees are billed quarterly, in arrears, meaning that we
    invoice you after the three-month billing period has ended. Payment in full is
    expected upon invoice presentation. Fees are usually deducted from a
    designated client account to facilitate billing. The client must consent in
    advance to direct debiting of their investment account.

Other Fees
    Custodians may charge transaction fees on purchases or sales of certain
    mutual funds and exchange-traded funds. These transaction charges are
    usually small and incidental to the purchase or sale of a security. The
    selection of the security is more important than the nominal fee that the
    custodian charges to buy or sell the security.
    Spivak Asset Management, LLC, in its sole discretion, may waive its minimum
    fee and/or charge a lesser investment advisory fee based upon certain criteria
    (e.g., historical relationship, type of assets, anticipated future earning
    capacity, anticipated future additional assets, dollar amounts of assets to be
    managed, related accounts, account composition, negotiations with clients,
    etc.).

Expense Ratios
   Mutual funds generally charge a management fee for their services as
   investment managers. The management fee is called an expense ratio. For
   example, an expense ratio of 0.25 means that the mutual fund company
   charges 0.25% for their services. These fees are in addition to the fees paid
   by you to Spivak Asset Management, LLC.
    Performance figures quoted by mutual fund companies in various publications
    are after their fees have been deducted.

Past Due Accounts and Termination of Agreement
    Spivak Asset Management, LLC reserves the right to stop work on any
    account that is more than 120 days overdue. In addition, Spivak Asset
    Management, LLC reserves the right to terminate any agreement where a
    client has willfully concealed or has refused to provide pertinent information
    about financial situations when necessary and appropriate, in Spivak Asset
    Management, LLC’s judgment, to providing proper financial advice.

                         Spivak Asset Management, LLC

Types of Clients
   Description
      Spivak Asset Management, LLC generally provides investment advice to
      individuals, banks or thrift institutions, investment companies, pension and
      profit sharing plans, trusts, estates, charitable organizations, corporations,
      and other business entities.

   Account Minimums
      The minimum account size is $1,000,000 of assets under management,
      which equates to an annual fee of $10,000.
       Spivak Asset Management, LLC has the discretion to waive the account
       minimum. Accounts of less than $1,000,000 may be set up when the client
       and the advisor 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 Spivak Asset Management, LLC and their relatives,
       or relatives of existing clients.
       Clients with a larger amount of assets under management may pay a smaller
       percentage rate on their annual fees than the fees paid by clients with a
       smaller amount of assets under management.

Methods of Analysis, Investment Strategies and Risk of Loss