Charbeth Advisory LLC

Item 5 - Fees and Compensation

The extent to and specific manner in which our clients are responsible for management and
other fees, performance-based compensation and/or expenses are negotiated on a case-by-
case basis and are as set forth in each client’s applicable written agreement with us.

Currently, we charge the SMA a fixed annual fee that is payable in monthly installments
in arrears, and we may receive certain performance-based fees or bonuses on an annual
basis in arrears, although certain bonus compensation may be paid on a more frequent
basis. We may also receive performance-based fees/bonuses and/or additional
compensation upon a withdrawal by the SMA. We do not deduct such amounts from the
SMA; however, we may agree to do so in the future with any client.

Our clients may bear, and/or reimburse the Adviser for, (i) all expenses of, or relating to,
the client’s account, (ii) all direct and incidental expenses relating to research and due
diligence of existing and potential investments (including, without limitation, the use of
consultants and attorneys) and research materials, and/or (iii) all trading and investment
related costs and expenses (e.g., brokerage commissions, margin interest, expenses related
to short sales, custodial fees, clearing and settlement charges and other transaction costs),
in each case as applicable.

Our clients may agree to pay our fees in advance. Fixed annual fees and performance-based
fees or allocations are generally not refundable, including upon the termination of the
advisory contract.

We may allocate client capital to money market funds, exchange-traded funds or similar

Charbeth Advisory L.L.C. Form ADV: Part 2A                                                Page 4

fee-bearing products, or private investment funds and accounts, that are managed by other
investment managers. In that case, such client accounts generally would be responsible for
paying any and all fees, performance-based compensation and expenses associated with
such products, which would be in addition to those discussed above.

The Adviser and its personnel generally can be expected to receive certain intangible and/or
other benefits and/or perquisites arising or resulting from their activities on behalf of clients
and client portfolio investments, including benefits and other discounts provided from
service providers. For example, airline travel or hotel stays incurred as a client expense
typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and
such benefits and/or amounts will exclusively benefit the Adviser and/or such personnel
even though the cost of the underlying service is borne by clients. The value of such
benefits and perquisites will neither be subject to an offset against fees or expenses payable
by clients nor will they otherwise be shared with clients and/or portfolio investments.

In certain cases, our clients will agree to pay or reimburse some or all of our overhead
expenses pursuant to the client’s applicable written agreement with us.

For a summary of our brokerage practices, see Item 12 below.

Item 7 - Types of Clients

We currently provide investment advice only to the SMA, which is for a family office
client. In the future, we may provide investment advice to additional or other types of
clients.

We will determine the minimum investment amount (and any other conditions for opening
and maintaining an account) for any such other clients (such as any additional separately
managed accounts) on a case-by-case basis.