Benin Management Corp

Item 5. Fees and Compensation
            BMC offers services on a fee basis, which may include fixed and/or hourly fees, as well as fees based upon
            assets under management or advisement.

            Investment Advisory Fees

            BMC offers investment management services for an annual fee based on the amount of assets under the
            Firm’s management. This management fee generally varies between 50 and 100 basis points (0.50% –
            1.00% in accordance with the following fee schedule:

                                        PORTFOLIO VALUE                       BASE FEE
                                            First $2,000,000                     1.00%
                                           Above $2,000,000                      0.50%

            The annual fee is charged biannually, in advance, based upon the market value of the assets being managed
            by BMC on the last day of the previous billing period. All fee calculations are rounded to the nearest dollar.
            Fees are assessed upon the anniversary of the client engagement and six months thereafter. With the consent
            of the client the anniversary date of their account(s) may be shifted to align with other household accounts
            or to fall at the end of a month. While fees are assessed by BMC based on account valuations reported as of
            the day they are calculated, minor discrepancies can occur (typically non-material) due to the varied
            practices of account custodians when dating or postdating dividends to the client’s account, as later reflected
            on the client’s account statement.

            If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
            payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. In the
            event the advisory agreement is terminated, the fee for the final billing period is prorated through the
            effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded
            to the client, as appropriate.

            Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
            held-away assets, accommodation accounts, alternative investments, etc.), BMC may negotiate a fee rate
            that differs from the range set forth above.

            With regard to subadvisory services, clients should note that fees charged to subadvisory clients by BMC

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            are typically lower than those set forth in the above schedule. However, fees paid to BMC by subadvisory
            clients will generally be in addition to the fees charged to these clients by third party investment advisers
            for their services.

            Only under limited circumstances are fees negotiable. Fees will be determined upon the scope and
            complexity of the services and the professional rendering services. In its sole discretion, BMC has negotiated
            and may negotiate in the future, a fixed fee, rather than a fee based on a percentage of assets under
            management, for certain clients.

            Retirement Plan Consulting Fees
            BMC generally charges a fee to qualified employee benefit plans based upon assets under consultation. Each
            engagement is individually negotiated to accommodate the needs of the individual plan sponsor, as
            memorialized in the Agreement. These fees vary, based on the scope of the services to be rendered.

            Fee Discretion

            BMC may, in its sole discretion, negotiate to charge a lesser or no fee based upon certain criteria, such as
            anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
            managed, related accounts, account composition, pre-existing/legacy client relationship, account retention
            and pro bono activities.

            Additional Fees and Expenses

            In addition to the advisory fees paid to BMC, clients will typically also incur certain charges imposed
            by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial
            institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage
            commissions, transaction fees, custodial fees, fees attributable to alternative assets, reporting charges,
            charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus
            (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer
            taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
            transactions. The Firm’s brokerage practices are described at length in Item 12, below.

            Direct Fee Debit

            Clients generally provide BMC with the authority to directly debit their accounts for payment of the
            investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts,
            from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients
            not less than quarterly detailing all account transactions, including any amounts paid to BMC. Alternatively,
            clients may elect to have BMC send a separate invoice for direct payment.

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            Account Additions and Withdrawals

            Clients may make additions to and withdrawals from their account at any time, subject to BMC’s right to
            terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to
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Item 7. Types of Clients
            BMC offers services to individuals, pension and profit sharing plans, trusts, estates, charitable
            organizations, corporations and business entities.

            Minimum Account Requirements

            BMC does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an
            investment management relationship.