Todo Capital LLC

Item 5. Fees and Compensation

             ToDo Capital offers its services on a fee basis, which may include fixed fees, but will more typically
         offer services for fees based upon assets under management or advisement or the performance of the
         client’s portfolio.

         Investment Management Fees
             ToDo Capital typically provides investment management services for an annual fee based on the
         amount of assets under the Firm’s management and the type of services rendered. The fee varies between
         50 and 150 basis points (0.50% – 1.50%). However, ToDo Capital may instead charge a negotiable fixed
         fee to provide clients with investment management services. These fees are largely determined by the
         scope and complexity of the agreed upon services and when charged on a fixed fee basis would not exceed
         1.50% (i.e., what would be charged if the client were to be assessed fees based on a percentage of assets
         under management).
             In certain occasions ToDo Capital LLC may enter into a special fee agreement as per a client request.
         Specifically, we charge a percentage of the cash flow generated by the investments in the account. The
         percentage will be negotiated individually with each client. The annual fee is prorated and charged either
         quarterly or monthly in arrears, based upon the market value of the assets being managed by ToDo Capital
         on the last day of the previous billing period.

             For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the
         Agreement is terminated, the fee for the final billing period is prorated through the effective date of the
         termination and the outstanding balance is charged to the client, as appropriate.

         Performance Based Investment Management Fees
             Alternatively, ToDo Capital offers investment management services to qualified clients for a
         performance-based fee in accordance with applicable laws, rules and regulations. Under this arrangement,
         ToDo Capital charges clients a fee based upon the performance of their accounts (the “performance fee”)
         in addition to a fee based upon the market value of the assets being managed by ToDo Capital (the “base
         fee”).

             The performance fee is equal to 10% of the net performance of a client’s portfolio, and may be subject
         to a high water mark by which the account exceeds an agreed upon benchmark, such as the LIBOR rate.
         The performance fee is charged annually in arrears and is based upon a client’s net gains during a calendar
         year period, ending December 31.

             The base fee varies between 50 and 100 basis points (0.50% – 1.00%), depending upon the size of a
         client’s portfolio and the type of investment management services rendered.

             The annual fee is prorated and charged either quarterly or monthly in arrears, based upon the market
         value of the assets being managed by ToDo Capital on the last day of the previous billing period.

             For the initial term of an engagement, the base fee is calculated on a pro rata basis. In the event the
         Agreement is terminated, the base fee for the final billing period is prorated through the effective date of
         the termination and the outstanding balance is charged to the client, as appropriate.

         Consulting Services Fees

             The fees charged by ToDo Capital LLC for consulting services are charged at a rate of $ 500 per hour.
         Incidental expenses associated with providing these services (e.g. hotels, meals, travel and transportation,
         etc.) are in addition to the hourly fee.

         Fee Discretion
             ToDo Capital, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria,
         such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to
         be managed, related accounts, account composition, pre-existing client relationship, account retention and
         pro bono activities.

         Additional Fees and Expenses

             In addition to the advisory fees paid to ToDo Capital, clients may also incur certain charges imposed
         by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial
         institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage
         commissions, transaction fees, custodial fees, charges imposed directly by a mutual fund or ETF in a client’s
         account, as 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. The Firm’s brokerage practices are
         described at length in Item 12, below.

         Fee Debit

             Clients may elect to have ToDo Capital send them an invoice for direct payment or may provide,
         alternatively, ToDo Capital with the authority to directly debit their accounts for payment of the Firm’s
         investment advisory fees. The Financial Institutions that act as qualified custodian for client accounts have
         agreed to send statements to clients not less than quarterly, detailing all account transactions, including
         any amounts paid to ToDo Capital.

         Account Additions and Withdrawals
             Clients may make additions to and withdrawals from their account at any time, subject to ToDo Capital’s
         right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the
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Item 7. Types of Clients

                ToDo Capital provides its services to individuals, trusts, estates, charitable organizations, corporations
         and other business entities. Because of the background of the Principal and the extend knowledge of the
         regions, ToDo Capital specializes in servicing clients from Europe and Latin America.

         Minimum Account Size

                ToDo Capital generally requires a minimum portfolio size of $1,000,000. The Firm may, at its sole
         discretion accept clients with smaller portfolios, based on a certain criteria such as anticipated future
         additional assets, anticipated future earnings, earning capacity, related accounts, etc.