Branson Fowlkes Russell Inc

Fees and Compensation
    Description
         BF/R bases its fees on a percentage of assets under management. The specific fee schedule is
         disclosed in the individual Investment Advisory Agreement. In some cases, fees are negotiable.

    Fee Billing
         Investment Advisory fees are generally charged quarterly in advance. In some cases, fees will
         be charged quarterly in arrears. The individual client advisory agreement will disclose how and
         when the fees are charged. Fees are deducted directly from investment management accounts
         based on authorization established at the account’s inception. Fees that are charged and
         deducted will be reflected on the custodians’ account statements provided directly to the client.

    Other Fees
         In some cases where it is appropriate there are accounts which are managed without an
         Investment Advisory Agreement and without charging a separate advisory fee to the account.
         As an alternative in these cases BF/R may use a share class from a mutual fund family which
         charges an internal fee commonly referred to as a 12b(1) fee. These fees are disclosed in the
         current prospectus from the fund company. Currently this management option is limited to
         certain shares of funds offered by Russell Investments. Generally, the decision to use a Russell
         Investments 12b(1) fee alternative is made for practical purposes when account size is below
         our minimum, or for 401(k) plans when accounts have frequent contributions, or in other
         circumstances when charging a fee would be impractical. In circumstances when BF/R receives
         a 12(b)1 fee it does not charge an additional fee to the same account.
         In most cases BF/R avoids transaction fees for the trading of the majority of mutual funds and
         exchange traded funds utilized in client accounts. Our primary custodian, Fidelity Investments,
         offers over 2,800 mutual funds from 100’s of fund companies and several exchanged traded
         index funds with no transaction fee. We refer to these funds as No Load/No Transaction Fee
         funds and in many cases these satisfy the needs for client portfolios.
         In cases where we utilize securities that are not offered with No Load/No Transaction Fees
         custodians may charge transaction fees often referred to as commissions on the purchases or
         sales of certain securities including individual stocks, bonds, mutual funds and exchange-traded
         funds. These transaction charges are disclosed on the trade confirmations and account
         statements, are negotiated regularly and usually are small and incidental to the purchase or sale
         of a security.

Branson, Fowlkes/Russell, Inc.                                                www.bransonfowlkesrussell.com

        Additionally, some mutual fund companies, and/or custodians charge an early redemption fee
        for shares that are purchased and sold in a time period that is shorter than specified.
        When buying or selling individual stocks there are also fees of a few pennies per transaction
        that are referred to as a SEC fee. The SEC does not impose or set any of the brokerage fees that
        investors must pay. Instead, under Section 31 of the Securities Exchange Act of 1934, self-
        regulatory organizations (SROs) -- such as the Financial Industry Regulatory Authority
        (FINRA) and all of the national securities exchanges (including the New York Stock Exchange)
        -- must pay transaction fees to the SEC based on the volume of securities that are sold on their
        markets. These fees recover the costs incurred by the government, including the SEC, for
        supervising and regulating the securities markets and securities professionals.
        BF/R is aware of all fees and transaction charges that may be charged to a clients account and
        takes that into consideration when managing an account. BF/R does not receive any
        compensation from any of the transaction fees referred to in this section.

    Expense Ratios
        Both Open and Closed End Mutual funds, Exchange Traded Funds, and Fixed and Variable
        annuities have expenses which are paid internally by the various funds. The expenses include
        the funds management fee for investment services, custodial expenses, and transaction charges.
        These fees are referred to as the expense ratio (i.e. an expense ratio of 0.50 means that the
        mutual fund company’s costs to operate the fund are 0.5% of the funds assets). These fees are
        in addition to the fees paid by you to BF/R. These additional fees are disclosed by prospectus
        issued by the investment product sponsors. Performance figures quoted by mutual fund
        companies in various publications are after their fees have been deducted.

    Past Due Accounts and Termination of Agreement
        BF/R reserves the right to stop work on any account that is more than 30 days overdue.

Types of Clients
    Description
        BF/R provides investment advisory services to families, individuals, businesses, charitable and
        private trusts and company sponsored retirement plans.

    Account Minimums
        The minimum account size is $ 1,000,000.00 of assets under management, which equates to an
        annual fee of $ 10,000.00.
        BF/R has the discretion to waive the account minimum. Accounts of less than $ 1,000,000.00
        may be set up when the client and the advisor anticipate the client will add additional funds to
        the accounts bringing the total to $1,000,000.00 within a reasonable time. Other exceptions
        will apply to employees of BF/R and their relatives, or relatives of existing clients.

Methods of Analysis, Investment Strategies and Risk of Loss