Wellington Shields & Co LLC

Item 5.         Fees and Compensation

Unless otherwise noted below, the annual fee for WSC 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.

WSC Portfolio Management Services

Fee Schedules

Equity and Balanced Portfolios
.20% up to 1.50% per annum of assets under management

Fixed Income Fee Schedule
.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 a n d the net cash credit balance in the supervised
portfolio. Fees are paid quarterly in arrears. Advisory fees are withdrawn directly from the client’s account,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 are 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 WSC 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 ETF 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.

WSC is a dually registered broker dealer and investment adviser. The broker dealer business provides
brokerage services to individuals and institutions. WSC introduces its customers to its clearing firm. WSC the
broker dealer provides many 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 WSC in their separate capacities as registered representatives of
WSC, a FINRA member broker-dealer, individuals will earn commissions which are separate and distinct from
fees charged 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 12 for a
discussion as to how these conflicts are managed. Clients have the option to purchase investment products that
are recommended by WSC 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 WSC 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 overall performance of a
portfolio and the upside potential of both WSC and the client.

Fee Calculation
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Item 7.         Types of Clients

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