Clelland & Co Inc

Item 5        Fees and Compensation

Investment Advisory Services Fees are payable quarterly in arrears and may be negotiated
based on individual circumstances. Our advisory fees are deducted directly from client
accounts or invoiced, whatever is most convenient.       Our current standard annual fees are
based on a tiered schedule as follows: 1.00% on accounts up to $1,000,000; 0.75% from
$1,000,000 to $5,000,000; 0.50% from $5,000,000 to $10,000,000; and negotiable on accounts
over $10,000,000. In some cases, rates may be discounted for charitable, non-profit, multiple
affiliated accounts or other considerations. Upon 30 day's written notice, a client may terminate
Clelland & Company's services with fees prorated to date of termination and transfer of assets.

Investment Consulting Services Fees are negotiable, depending on the nature and
complexities of services provided, and are agreed upon in advance with clients. For clients on
an annual retainer, these fees will be invoiced quarterly, after services are provided. The
Company does not receive commissions, rebates, administrative fees or other compensation
(soft- dollar or otherwise) for its consulting services.

All fees paid to Clelland & Company for investment advisory services are separate and distinct
from the fees and expenses charged by mutual funds to their shareholders, and from those fees
charged by money managers, banks, custodians, Exchange Traded Funds, securities
commissions and all other vendors of investment services. These fees are described in each
fund's prospectus or in such vendor's literature. The client should review both the fees charged
by the funds and other service providers as well as the fees charged by Clelland & Company to
fully understand the total fees to be paid by them. Clelland & Company does not share in any
fees, commissions, or other charges levied by these institutions.

Item 7     Types of Clients

Clelland & Company provides investment supervisory services to high net worth individuals and
families, personal trusts, pension and profit sharing plans, benefit trusts, charitable
organizations, corporations and other business entities. Our minimum account size is
$1,000,000, although under special circumstances, the minimum may be waived.