Clark & Stuart Inc

Item 5.          Fees and Compensation

Investment Management Fees

         Clark & Stuart offers its services for a fee that is based on the assets under management at the end
of each calendar quarter with pro-rated adjustments for account contributions and withdrawals made during
the quarter. Fees are not assessed until we have provided service to a client for at least one full calendar
quarter. Fees are never assessed or collected in advance.

        Our normal management fee is 0.25% per quarter (approximately 1.0% per year) charged in arrears.
Portfolios which are larger than $1 million are assessed a reduced quarterly fee of 0.175% (approximately
0.7% per year) on the amounts over $1 million. For Not-for-Profit institutions our fee is 0.125% per quarter
(approximately 0.5% per year) charged in arrears. For Family accounts our fee is 0.175% per quarter
(approximately 0.7% per year) charged in arrears. The maximum annual management fee is $25,000 per
client.

       Clark & Stuart, Mr. Clark, Mr. Stuart, Mrs. Dick and Mrs. Stuart-Lomax receive no compensation
from any individual or firm other than our clients.

         Our fee structure is negotiable and we may offer fee adjustments in certain circumstances. For
example, when determining our fee, we may exclude the value of securities owned by the client prior to
accepting our service if these securities have a very low-cost basis and selling these securities would create
a large and unnecessary tax obligation. Also, we may offer to manage the fixed income portion of a client’s
portfolio at no cost if the client’s equity portfolio is greater than $500,000.

        Before signing an Agreement for our services, clients are asked to specify whether they would like
to have management fees deducted from their accounts or make a separate payment. Most clients choose to
have their fees deducted from their accounts. Fees are deducted by the custodian and transferred to the
account of Clark & Stuart typically within the first two weeks after the end of a calendar quarter. All clients
receive an invoice.

Brokerage and Custodian Fees

         Clients will incur normal brokerage costs in connection with purchases and sales that we make on
their behalf. These transactions costs are charged and collected by the broker at the time of a transaction.
All clients are asked to specify the broker and custodian of their choice before signing an Agreement for
our services. (For additional information about Brokerage Practices please see Item 12.) Clients may also
incur custodial fees if they choose to keep their accounts with a custodian who charges a separate fee for
that service. We do not share in any commissions, fees or other charges imposed by brokers and custodians.

Mutual Fund Fees

         We do not invest in mutual funds (other than money market funds) unless requested to do so by the
client. Clients who ask us to invest in mutual funds may incur additional fees for buying, selling and holding
mutual funds within their accounts. Such fees are charged by the mutual fund and are described in the fund’s
prospectus. We do not share in any commissions, fees or other charges imposed by mutual funds.

Item 7.         Types of Clients

        Clark & Stuart offers investment management services to individuals, their families, our families,
small businesses and Not-for-Profit Institutions. For individuals we manage both taxable and tax-exempt
accounts (e.g. IRA’s and 401K’s). Our recommended minimum account size for new clients is $500,000.
We may, at our discretion, offer investment management services to clients with an account size less than
$500,000.