Wellington Shields Capital Management LLC

Item 5.          Fees and Compensation

Unless otherwise noted below, the annual investment management fee for WSCM portfolio management services
will be charged as a percentage of assets under management. The approximate fee schedules, shown below are
broad-based and may differ depending on the Portfolio Manager that handles the account.

WSCM Portfolio Management Services

Fee Schedules:

Equity and Balanced Portfolios:

.20% up to 1.50% per annum of assets under management.

Fixed Income Portfolios:

.20% up to .75% per annum of assets under management.

On the last business day of each quarter, the value of each client's account will be determined by adding the value
of the securities, cash equivalents, accrued interest and the net cash credit balance in the supervised portfolio.
Fees are paid quarterly in arrears. Unless otherwise instructed, advisory fees are withdrawn directly from the
client’s account, or the client will be billed directly as set forth in each client’s investment advisory agreement.

For new advisory accounts, management fees will be pro-rated based on the number of days that the account was
open during the quarter. We may group certain related client accounts for the purposes of determining the account
size and/or annualized fee.

Certain legacy client agreements may be governed by fee schedules different from those listed above.
Under no circumstances will we earn fees in excess of $1,200 more than six months in advance of services
rendered.

Termination of Advisory Relationship

A client's investment advisory agreement may be terminated by the client or WSCM immediately upon written
notice to the other party. In the event of termination of this service, advisory fees are pro-rated to the date of
termination. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any
earned, unpaid fees will be due and payable.

Negotiability of Advisory Fees

All fees are negotiable and may vary from client to client based upon a number of factors, including, but not
limited to: (1) the client type; (2) pre-existing relationship or number of other accounts; (3) assets under
management; and (4) the service requirements associated with the account. The above fee schedules are subject
to modification, for example, where substantial securities positions are classified as “unsupervised assets” by the
client.

Mutual Fund and EFT Fees and Expenses:

All fees paid to our firm for investment advisory services are separate and distinct from the fees and expenses
charged by mutual funds and ETFs to their shareholders. These fees and expenses are described in each fund's
prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution
fee. A client could invest in a mutual fund or an ETF directly, without the services of our firm. In that case, the
client would not receive the services provided by us which are designed, among other things, to assist the client
in determining which mutual fund or funds or ETFs are most appropriate to each client's financial condition and
objectives. Accordingly, the client should review both the fees charged by the funds and ETFs and the fees
charged by us to fully understand the total amount of fees to be paid by the client and to thereby evaluate the
advisory services being provided.

Brokerage and Custodian Fees

In addition to advisory fees paid to our firm, clients will also be responsible for all transaction, brokerage, and
custodian fees incurred as part of their account management. Please see Item 12 of this Brochure for important
disclosures regarding our brokerage practices.

WSCM is affiliated with Wellington Shields and Co., LLC (“WSC”) a dually registered broker-dealer and
investment adviser, which provides brokerage services to individuals and institutions. WSC, in turn, introduces
its customers to its clearing firm. WSC provides many WSCM advisory clients with brokerage services and
receives payment for these transaction related services in the form of commissions. If a client executes
recommended securities transactions through associated persons of WSCM in their separate capacities as
registered representatives of WSC, WSC will earn commissions which are separate and distinct from fees charged
by WSCM for advisory services. Please note no commissions are charged to accounts enrolled in a wrap program,
or to certain retirement accounts. Advisory fees are not reduced to offset any commissions charged. This practice
presents a conflict of interest which we are required to disclose to clients. Please see Item 10 for a description as
to how these conflicts are managed. Clients have the option to purchase investment products that are
recommended by WSCM through other brokers or agents that are not affiliated with WSC.

Client liquid funds are typically invested in an interest-bearing position that is eligible for Federal Deposit
Insurance Corporation (FDIC) coverage. Interest rates fluctuate and are based on the prevailing interest rates paid
by the banks in the program. This program will automatically invest and redeem uninvested cash held in a
portfolio. Wellington Shields & Co. receives an offsetting revenue share on eligible balances from BNY Pershing
based upon the aggregate amount of customer funds deposited and the Federal Funds Target Rate. Under WSC’s
agreement with BNY Pershing, this may result in as much as 125 basis points (1.25%) annual rate on cash
balances. This payment from BNY Pershing is considered a conflict of interest, as it would provide an incentive
for WSCM to direct client asset flows into lower yielding cash returns for its own gain. Our focus and ultimate
incentive however is to grow assets by generating the highest returns possible on a risk adjusted basis for our
clients. Thus, the conflict is mitigated by the fact that the lower returns of excessively large balances affect the
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Item 7.          Types of Clients

Our firm generally provides discretionary advisory services to individuals, corporations, trust, estates, charitable
organizations, pension and profit-sharing plans, as well as other types of businesses and institutional clients.