Academy Capital Management

ITEM 5 – FEES & COMPENSATION

ACM’s fees are based on the fair market value of the account at the end of each calendar quarter.
The fair market value (FMV) of your “Assets under Management” is determined on the last
business day of each calendar quarter.

ACM’s basic annual fee schedule is as follows:

      1.00% of the fair market value of managed assets less than $3 million; plus

      0.75% of the fair market value of managed assets $3 million to $5 million; plus

      0.50% of the fair market value of managed assets over $5 million.

The specific way fees are charged by ACM is established in a client’s written agreement
(Investment Advisory Agreement) with ACM. These management fees are due quarterly and
will be debited from the client’s accounts during the month following the end of each calendar
quarter. A client may also choose to be billed for their management fees and remit payment from
a different account managed also by ACM. In certain circumstances, management fees may be
negotiable.

On a new account, the management fee for the first partial quarter will be prorated based on the
number of days an account is managed from the initial funding date through the end date of the
respective quarter.

For a terminating account, the management fee will be prorated from the beginning date of the
respective quarter through the day notice is received stating that the account is to be terminated.
Upon termination of any account, any prepaid or unearned fees will be promptly refunded. Any
earned or unpaid fees will be due and payable.

ACM’s fees are exclusive of brokerage commissions, custodial fees, transaction fees, and other
related costs and expenses which shall be incurred by the client. Clients may incur certain
charges imposed by custodians, brokers, third party investment, and other third parties such as
fees charged by managers, custodial fees, deferred sales charges, transfer taxes, wire transfer,
and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and exchange-traded funds also charge internal management fees,
which are disclosed in a fund’s prospectus.

If custodial fees are present, they are typically billed monthly by the custodians. The fees are also
normally debited from the client’s accounts monthly. These custodial fees are either asset-based
on the fair market value of the account as of the previous month's end date or transaction-based.
The custodial fee rates that are asset-based may vary depending on the specific custodian and the
size of the account.

Such charges, fees, and commissions are exclusive of and in addition to ACM’s management
fees. Also, ACM does not receive any portion of these commissions, fees, and any additional
costs.

In certain solicitor-generated accounts, management fees will be split between ACM and the
solicitor. In these situations, the client may be paying a fee that is larger than ACM’s basic fee
schedule.

ACM, in its sole discretion, may charge a lesser investment management fee and/or waive or
reduce its minimum annual fee based upon certain criteria:

              Anticipated future earning capacity

              Anticipated future additional assets

              Dollar amounts of assets to be managed

              Related accounts

              Account’s composition

The investment advisory agreement between ACM and the client can be terminated at any time
by either party. If ACM terminates the agreement, it will become effective 30 days after the
notice is given to the client. If the client terminates the agreement, it becomes effective as soon
as ACM receives notice of the termination. New clients can terminate the advisory agreement
within five days and ACM will waive all management fees to date.

ITEM 7 – TYPES OF CLIENTS

ACM provides portfolio management services to:

          Individuals

          Trusts

          Estates

          Charitable organizations

          Foundations

          401(k) and Defined Benefit Plans

          Corporations and other business entities