Armstrong Shaw Associates Inc

Item 5: Fees and Compensation

ASA’s fees to clients for investment advisory services vary with the size of the account.
The primary basis of such fees is a percentage of the quarter end assets under
management as determined by our internal accounting system or by the client’s
independent custodian. ASA's fees are charged at an annual rate and in most cases are
paid quarterly in arrears. Some clients pay fees quarterly in advance.

Accounts opened or closed during a calendar quarter will have the advisory fees pro-rated
for the number of days in the quarter that services were provided. Upon termination of
any account, any prepaid, unearned fees will be promptly refunded, and any earned,
unpaid fees will be due and payable. ASA’s services may be terminated by either party
upon written notification in accordance with the applicable contract language.

ASA’s standard fee structure is 1% of first $10 million under management, .75% on the
next $15 million, and .5% thereafter. Fees may vary from the standard schedule due to
particular circumstances of the client (mandate size, servicing requirements or strategy
implementation) or as otherwise negotiated with particular clients.

In some cases, and in accordance with all applicable state and federal laws, fees may be
charged on an incentive fee basis. Incentive fee arrangements may create a conflict of
interest for ASA in that the firm may have a motive to allocate the investment
opportunities that it believes might be the most profitable to accounts with incentive fees.
The incentive fee arrangement may also create a motive for ASA to make investments
that are riskier or more speculative then would be the case in the absence of a
performance fee because in doing so ASA may receive increased compensation. ASA
believes it has adopted policies and procedures reasonably designed to allocate

investment opportunities between the accounts it manages in a fair and equitable basis
over time.

The fees clients pay to ASA for our portfolio management services do not include the
following fees. All of these fees or charges are borne by the client (and we do not
participate in any of this additional expense charged to the client):

   •   Brokerage commissions
   •   Transaction fees and other related costs and expenses
   •   Charges imposed by custodians, broker-dealers, third party investment and other
       third parties, including but not limited to:
            Custodial fees
            Odd-Lot differentials
            Commissions or mark-ups / mark-downs on security transactions
            Transfer taxes
            Wire transfer and electronic fund processing fees
            Advisory fees, administrative fees and deferred sales charges by mutual
               funds
            Advisory and administrative fees charged by exchange traded funds (ETFs)

Other Items in this Brochure provide additional information and disclosure related to
“other costs” you may incur. Please see Item 12 on Brokerage Practices.

Clients may choose to have their qualified custodian pay ASA fees directly or
alternatively ASA can bill clients and the clients can arrange for payment to ASA. With
the former arrangement, ASA will get written client authorization for the deduction of
fees from their custodial account and will provide the client with copies of all fee
invoices sent to the custodian for payment.

ASA may, from time to time, enter into wrap, SMA or UMA programs with broker-
dealers or affiliates of such broker-dealers. Fees paid to ASA as a participant in these
programs are calculated as a percentage of assets under management. Although fees may
be negotiated, the general fee paid to ASA by these program clients is up to 1.0%.

Item 7: Types of Clients

ASA may provide investment management services to any of the following types of
clients, among others:

   •   individuals and high net worth individuals
   •   corporations
   •   religious organizations
   •   charitable organizations
   •   endowments
   •   foundations
   •   trusts and estates
   •   pension and profit sharing plans
   •   registered investment companies
   •   limited partnerships