Wall Street Management Corporation

Item 5: Fees and Compensation

    For investment advisory services, WSMC is paid a fee based on a
    percentage of assets under management as per the below schedule.

    The following are the maximum fees charged to individual and institutional
    clients:
       1.25% per annum on the 1st $10 million;
       1.00% per annum on the next $10

       million to $20 million; 0.75% per

       annum over $20 million.

      The following are the maximum fees charged to individual and
      institutional clients:
       1.25% per annum on the 1st $10 million;
       1.00% per annum on the next $10

       million to $20 million; 0.75% per

       annum over $20 million

WSMC may terminate the investment management agreement at any time upon
written notice to the other party, subject to the terms of the agreement.