Baker Ellis Asset Management LLC

Fees and Compensation

    1. Fees: Our fee is calculated as a percentage of assets under management. Fees
       are 1.5% or less annually. We do not have a fixed fee schedule but consider
       account size and investment objectives in determining our fee. Fees are
       negotiable.
    2. Automatic deduction: Fees are deducted from accounts quarterly in advance.
       We calculate the amount due based on the closing value of the account at the
       end of the previous quarter. The custodian does not validate or check our fee,
       and we recommend that you do so. The account value used for the calculation
       of advisory fees may differ from the monthly account statement from your
       custodian due to timing differences in dividend recognition, calculation of

          accrued interest, and other factors. For clients who have multiple amounts, we
          can deduct our fee from a single taxable account upon request. We also may
          make exceptions for clients who prefer to receive an invoice from us and pay
          our fee separately. This agreement may be terminated at any time. Pre-paid
          advisory fee refunds will be calculated starting 30 days after termination notice
          received. If no written notice is received, termination will be considered
          effective, and a refund will be calculated, as of 30 days from the date that the
          account is closed, or management authority is revoked by the client or
          custodian.
       3. Additional fees and expenses: Your account will be subject to certain
          expenses in addition to our management fee that we do not charge or receive.
          These fees that may occasionally be charged to your account, include but are
          not limited to, processing fees for the purchase or sale of no-load mutual funds;
          commissions and fees for stock transactions; commissions and fees on foreign
          trades; and custodial fees if charged by your custodian. In addition, mutual
          funds have internal operating expenses. We do not benefit from any of these
          fees and attempt to minimize them on your behalf. Please refer to the Brokerage
          Practices section on how we select the broker-dealers.

Performance-Based Fees and Side-By-Side Management
We do not charge performance fees. Our advisory fee is calculated only on assets under
management. We believe this arrangement best aligns our interests with yours.

Types of Clients

We provide services to a number of types of clients:

       •   Individuals, including high-net-worth individuals
       •   Trusts, estates, and charitable organizations
       •   Corporations or other business entities
       •   Retirement plans

Our minimum investment usually is $1 million per household, although we make
occasional exceptions.

Methods of Analysis, Investment Strategies and Risk of Loss

       1. Analysis: We rely primarily upon fundamental analysis to identify attractive
          investment opportunities. We perform our own research, and we also receive
          research from third parties. Through our research, we seek to identify
          companies that appear relatively attractive to us based on cash flows, growth

          potential, and/or other factors. We also analyze and compare asset classes,
          countries and macroeconomic policies to help shape the composition of our
          client accounts at any given time.
       2. Investment Strategies: We generally are long-term value investors, seeking to
          participate in the growth of companies through various economic cycles. We do
          not try to time the market, although we constantly seek to lean in the direction
          of opportunity and away from areas of greatest risk. We believe in balance and
          diversification. Our accounts generally have a wide range of equities and fixed-
          income exposure, including equities of various market capitalizations,
          industries and countries.
       3. Risk of Loss: All investments in securities include a risk of loss that clients
          should be prepared to bear. Stocks may decline either because of general
          market weakness or factors specific to a company or industry. Bonds carry
          interest-rate risk, which means they may lose value in an environment of rising
          interest rates. Bonds also carry credit risk, or the risk that the issuing entity may
          default. Baker Ellis invests globally, and our foreign holdings could be
          adversely affected by political and economic conditions in other countries or by
          unexpected reductions in liquidity or fluctuations in currencies.