Clifford Swan Investment Counsel LLC

Item 5 – Fees and Compensation

Investment advisory fees for investment counseling relationships (“Investment
Counseling Fees”) are generally based upon the market value of assets under
management. The schedules shown below apply to new clients. Fees may be
negotiated, considering factors including: (1) the amount of capital involved; (2) the
amount of time required including frequency and location of meetings; (3) the
responsibilities we assume; and (4) other relevant circumstances. After careful
consideration of these factors, we are then in a position to quote what we consider to
be a fair and reasonable fee; and the prospective client is under no obligation unless
and until he or she accepts whatever proposal we make. The minimum Investment
Counseling Fee is $10,000 per annum (which could be modified under extenuating
circumstances).

                         Investment Counseling Fee Schedules

                             Equity and balanced accounts

                  Managed Assets                Annual Fee Rate
                    The first $2mm                    1.00%
                    The next $3mm ($2mm - $5mm)       0.75%
                    The next $10mm ($5mm - $15mm)     0.50%
                    The next $10mm ($15mm - $25mm)    0.40%
                    Assets above $25mm                0.30%

For a fixed-income only relationship, our fee schedule is negotiable, starting at 0.40%
on the first $2.5 million.

For deferred giving vehicles that require investment management and administrative
services, the following base schedule applies. Additional services, such as work to
reconstruct or review historical records will be quoted at an hourly rate, discussed
below, based upon the work required.

                    Charitable Trusts, Gift Annuity Investment Pools,
                      and Pooled Income Funds Annual Fee Rate

                 Managed Assets                 Annual Fee Rate
                   The first $5mm                    1.00%
                   The next $5mm ($5mm - $10mm)      0.85%
                   The next $10mm ($10mm - $20mm)    0.75%
                   Assets above $20mm                0.65%

For new clients, fees are charged quarterly, in advance. Existing clients’ fee and billing
schedules vary from those listed above. Clients elect to have investment management
fees deducted directly from their managed accounts, or to be billed by Clifford Swan.

All agreements for supervisory and advisory services are subject to cancellation at any
time by either party, with the fees prorated to the date of termination. There are no
cancellation charges. In the event the client has prepaid fees, any unearned, prepaid
fees will be refunded upon cancellation.

Discrete Assignment Fee: This type of fee is charged for specific assignments we
accept from time to time. See Item 4 – Advisory Business for a description of these
services. The fees are calculated considering the same four (4) factors as in Investment

Counseling Fees above. Generally, however, fees are calculated based on the scope
of services for each assignment, with a minimum fee of $2,500.

                   Gateway Single Stock/Portfolio Risk Management
                                  Annual Fee Rate

                 Managed Assets                 0.50% Annual Fee Rate

For clients utilizing Gateway as a sub-adviser, fees are charged quarterly in advance
based upon the market value of the designated account(s) as of the end of the
preceding quarter. This fee is in addition to the fees charged by Clifford Swan for
investment management. The fee is collected by Clifford Swan and then paid to the
sub-adviser, Gateway.

Other Fees:

Transaction & Custody Fees: Clients will incur brokerage and other transactions costs,
which are not paid to Clifford Swan. See Item 12 – Brokerage Practices. In addition,
custodians charge clients custody fees and transaction fees, which are not paid to
Clifford Swan.

Fund Fees: Clients owning mutual fund or Exchange-Traded Fund (ETF) shares
monitored by our firm pay Clifford Swan an advisory fee, which is in addition to any
fees charged by the fund company. All fees paid to Clifford Swan for investment
advisory services are separate and distinct from fees and expenses charged by mutual
funds and ETFs directly 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. A client could invest in a mutual fund
or ETF directly, without the services of Clifford Swan. In that case, the client would not
receive the services provided by our firm that are designed, among other things, to
assist the client in determining which mutual funds or ETFs are most appropriate to
each client's financial condition and objectives. Accordingly, the client should review
both the fees charged by the funds and the fees charged by Clifford Swan to fully
understand the total amount of fees being paid by the client and thereby evaluate the
advisory services being provided.

Item 7 – Types of Clients

We provide investment supervisory services and manage investment advisory accounts
for individuals, high net worth individuals, charitable institutions, foundations,
endowments, private corporate pension and profit-sharing plans, and other
corporations and businesses.

In general, our minimum annual fee structure drives a minimum client relationship size
of $1 million in liquid, actively managed assets. Where we engage Gateway for Single
Stock or Portfolio Risk Management services, clients should be aware that Gateway will
impose minimums specific to these programs. Typically, Gateway’s Single Stock or
Portfolio Risk Management strategies require a $500,000 account minimum. A client
will have higher minimums depending on the client’s circumstances and the complexity
of the risk-management approach. See Item 5 – Fees and Compensation.