Stern Capital Management Inc

Item 5       Fees and Compensation
Investment Advisory Services Management Fees: Our annual fee for Investment
Advisory Services is on a fee basis. An annual asset management fee is charged based upon a
percentage of the market value of the assets being managed by Stern Capital Management Inc.
The annual fee varies between 0.95% and 2.00% depending upon the market value of the assets
under management. The fee is charged, in advance on a quarterly basis and is deducted directly
from the client's account at the beginning of each calendar quarter, based on the last day of the
preceding quarter. Stern Capital Management, Inc. may also charge per account an
administration fee of $25.00 per quarter if clients combined assets of all accounts at the same
custodian are below one hundred thousand dollars, and is negotiable. Clients of Stern Capital

Management, Inc. will have access to institutional trading & custody services, which typically
are not available to Schwab retail investors. Stern Capital Management, Inc. clients will have
access to some investments with institutional pricing, not typically available to retail clients.
Stern Capital Management, Inc. avoids a potential conflict of interest by only receiving a level
management fee, paid by the client, regardless of the investments used in Stern Capital’s model
portfolios.

Limited Negotiability of Advisory Fees:                   Stern Capital Management, Inc. has
established the aforementioned fee range, we retain the sole discretion to set and negotiate fees
on a client-by-client basis. Client facts, circumstances and needs will be considered in
determining the advisory fee. These include the complexity of the client, assets to be placed
under management, anticipated future additional assets and related accounts, among other
factors. The specific annual fee will be identified in the contract between the advisor and each
client.

Fees Charged by Financial Institutions: Clients are directed to see Item 12 for fees
related to brokerage. Stern Capital Management, Inc. generally recommends that clients utilize
the brokerage and clearing services of Charles Schwab & Co., Inc. ("Schwab") for investment
management accounts.

Stern Capital Management, Inc. may only implement its investment management
recommendations after the client has arranged for and furnished Stern Capital Management, Inc.
with all information and authorization regarding accounts with appropriate financial institutions.
Financial institutions include, but are not limited to Schwab, any other broker-dealer
recommended by Stern Capital Management, Inc., broker-dealer directed by the client, trust
companies, banks etc. (collectively referred to herein as the "Financial Institutions").

Clients may incur certain changes imposed by the Financial Institutions and other third parties
such as custodial fees, short term redemption fees, charges imposed directly by a mutual fund
or ETF in the account, which shall be disclosed in the fund's prospectus (e.g., fund management
fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire
transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Additionally, clients may incur brokerage commissions and transaction fees. Such
charges, fees and commissions are exclusive of and in addition to Stern Capital Management,
Inc.'s fee.

Stern Capital Management, Inc.'s Agreement and the separate agreement with any Financial
Institutions may authorize Stern Capital Management, Inc. to debit the client's account for the
amount of Stern Capital Management, Inc.'s fee and to directly remit that management fee to
Stern Capital Management, Inc. Any Financial Institutions recommended by Stern Capital
Management, Inc. have agreed to send a statement to the client, at least quarterly, indicating all
amounts disbursed from the account including the amount of management fees paid directly to
Stern Capital Management, Inc.

Financial Planning Fees: Stern Capital Management, Inc.'s Financial Planning fee will be
determined based on the nature of the services being provided and the complexity of each client's
circumstances. All fees are agreed upon prior to entering into a contract with any client.

Our Financial Planning fees are calculated and charged on an hourly basis, ranging from $50 to
$200 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.

Our Financial Planning fees maybe calculated and charged on a fixed fee basis, typically ranging
from $500 to $5,000, depending on the specific arrangement reached with the client.

Prior to engaging Stern Capital Management, Inc. to provide financial planning and/or
consulting services, the client is required to enter into a written agreement with Stern Capital
Management, Inc. setting forth the terms and conditions of the engagement. Generally, Stern
Capital Management, Inc. requires one-half of the financial planning or consulting fee
(estimated hourly or fixed) payable upon entering the written agreement. The balance is
generally due upon delivery of the financial plan or completion of the agreed upon services. The
client will be billed directly for this service. The client may terminate the agreement prior to
completion in writing and will be entitled to a refund for any fees where the work has not been
completed.

Financial Planning Fee Offset: Stern Capital Management, Inc. reserves the discretion
to reduce or waive the hourly fee and/or the minimum fixed fee if a financial planning client
chooses to engage us for our Portfolio Management Services.

The client will be billed quarterly based on actual hours accrued.

Termination of the Advisory Relationship: A client agreement may be canceled at
...

Item 7       Types of Clients
Stern Capital Management, Inc. provides advisory services to the following types of
clients:

       Individuals (other than high net worth individuals)
       High net worth individuals
       Charitable organizations
       Plan Participants of Pension and Profit Sharing Plans

Stern Capital Management, Inc. does not impose a minimum portfolio size or minimum annual
fee.