Charles Pratt & Company LLC

Item 5    Fees and Compensation

                                              Custody Fees

CP & Co.'s custody fees are based upon a percentage of assets under management using the following
schedule:

                       0.50 of 1% on the first $2 million
                       0.25 of 1% on the next $8 million
                       0.15 of 1% on the next $10 million
                       0.10 of 1 % above $20 million

                       The minimum charge is $50.00 per annum.

Our custody fees are billed in arrears at the end of each calendar quarter based upon the value (market
value or fair market value in the absence of market value), of the client's account at the end of the
previous quarter. Fees will be debited from the account in accordance with the client authorization in
the Custody Agreement. Multiple accounts by any single client shall be treated as a single account for
purposes of these charges.

There is no minimum account size for descendants of Charles Pratt. A minimum of $2,000,000 of
assets under management is required for all other clients. This account size may be negotiable under
certain circumstances. CP & Co. may group certain related client accounts for the purposes of
achieving the minimum account size and determining the annualized fee.

In addition to the above, a charge will be computed at the rate of ½ of 1% on income received by the
client from trusts held elsewhere.

                    Selection and Monitoring of Third-Party Money Managers

There are no additional fees to have CP & Co. perform a manager search or monitor third-party money
manager performance. The third-party manager fee is separate and in addition to CP & Co.’s fee. The
third-party fee is disclosed in the contract between the client and the third-party manager. CP & Co.
clients benefit from third-party managers counting all CP & Co clients’ assets in calculating their
management fees.

                                  Individual Portfolio Management

There are no additional fees to have CP & Co. manage individual client funds.

                               Tax Preparation & Accounting Services

CP & Co.’s tax return preparation and accounting fees are based upon time spent for the preparation of
a tax return or a special accounting, or the time spent on a related tax service such as an audit.

                                          Financial Planning

There are no additional fees to have CP & Co. provide financial planning services.

                                         General Information

Termination of the Client Relationship: Either party may terminate the agreement by giving to the other
thirty days’ prior notice in writing of intention to do so. Upon termination of any account, any prepaid,
unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

Mutual Fund Fees: All fees paid to CP & Co. for its services are separate and distinct from the fees and
expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are
described in each fund's prospectus. These fees will generally include a management fee, other fund
expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an
initial or deferred sales charge.

Additional Fees and Expenses: A client is also responsible for any transaction charges imposed by a
broker dealer with which CP & Co. effects transactions on behalf of the client (for example,
commissions charged when buying and selling securities).

Item 7      Types of Clients

CP & Co. provides services to the following types of clients:

    •    Individuals (other than high net worth individuals)
    •    High net worth individuals
    •    Trusts and estates
    •    Pooled investment vehicles
    •    Charitable organizations

There is no minimum account size for descendants of Charles Pratt. A minimum of $2,000,000 of
assets under management is required for all other clients. This account size may be negotiable under
certain circumstances.