Constellation Asset Management Inc

Item 5 - Fees and Compensation

Investment management services are offered for investors seeking equity investment management, invest-
ing primarily in stocks and cash, cash equivalents and money market funds*. We charge the following
fee, expressed as a percentage of assets under management:

                                         Per Quarter       Per Annum

        Assets up to $500,000              0.25%             1.00%
        Assets in excess of $500,000       0.1875%           0.75%

Investment management services are offered for investors seeking balanced management, investing in
stocks, bonds (and other fixed income investments) and cash, cash equivalents and money market funds*.
We charge the following fee, expressed as a percentage of assets under management:

                                         Per Quarter       Per Annum

        Assets up to $500,000             0.20%              0.8%
        Assets in excess of $500,000      0.15%              0.6%

We also offer fixed income (bond) management, using fixed income securities and cash, cash equivalents
and money market funds*, at a fee level of 0.5% per annum (0.125% per quarter). In addition, we offer
investment management consulting services to clients such as other investment advisory firms; the nature
of these services and the fees for these services are negotiable on a case by case basis, but currently in-
volve economic analysis and investment strategy. We reserve the right to negotiate any contract fee, and
fees for accounts in excess of $1 million are negotiable, and to not charge clients at our discretion.

* Please note that we consider cash, cash equivalents and money market funds as an asset class and
therefore are included in the total assets under management on the asset management fees are calcu-
lated and billed.

For all clients, quarterly investment management fees are billed in advance at a billing date within the
current calendar quarter and are based on the market value of the portfolio the beginning at the current
calendar. There may be rare occurrences where the billing date may be after the end of the quarter. In
these instances, the fee billing date will be reflected on the clients fee billing statement. A fee billing
statement is provided to the client on the billing date. Fees are normally deducted from client accounts by
the custodian and sent to us, but clients may request that we bill them so that they may pay our fees di-
rectly.

If you choose to have the investment advisory fees deducted from your account, you must authorize the
qualified custodian(s) of your account to deduct fees from your account and pay such fees directly to
Constellation Asset Management.

You should review your account statements received from the qualified custodian(s) and verify that ap-
propriate investment advisory fees are being deducted. The qualified custodian(s) will not verify the ac-
curacy of the investment advisory fees deducted.

If you choose to pay the fees after receiving a statement, fees are due upon your receipt of a billing notice
sent directly to you. The billing notice will detail the formula used to calculate the fee, the assets under
management and the time period covered. Fees for the services of the firm will be due immediately after
your receipt of the billing notice.

Account agreements may be terminated at any time upon written notice by either the investor or our-
selves. Upon termination of our services, within 30 days we will process a full refund of fees charged for
the last quarter up until termination date.

In addition to our fees, brokerage firms can also charge custody fees for retirement plans, such as IRAs,
for example where the firm provides a prototype plan, and other fees. In all cases, Constellation Asset
Management Inc. does not participate in any portion of these commissions or fees.

Purchase and sale commissions are always disclosed to clients on all trades, except those in which the
brokerage firm is acting as principal, where we will try to estimate the broker’s mark-up in those trades
for the client. Registered representatives (brokers) who refer accounts to us are indirectly compensated
through trade commissions; they can also receive 12(b)-1 or other fees on money market or other mutual
funds whose purchase was directed by us.

Constellation Asset Management Inc does not share in any commissions or fees generated by investments
or transactions in client accounts. We also do not have any affiliated broker dealer, or mutual fund, wrap
account or other product sponsor. Where client investments might generate 12b-1 fees or other trail com-
pensation received by the custodian or broker dealer utilized by the client, we do not share in them or re-
ceive any free or lower cost services in exchange.

Item 7 - Types of Clients

We provide investment supervision for many different clients (individuals, high net worth individuals,
trusts and estates, IRA/SEP/Keogh Plans, profit sharing and pension plans and corporations), as well as
providing investment management consulting services.

Constellation Asset Management, Inc. normally requires at least $50,000 to initiate management. Excep-
tions shall be made according to the specific circumstances of the client. We review in detail the invest-
ment objectives of any specific account and the suitability of each account with respect to the proposed
investment management service, and may decline to manage (and/or cancel) any account at any time. We
encourage clients to commit to long term management only those assets that they are unlikely to require
currently, and that can be invested for at least three to five years. Clients should expect volatility from in-
vesting in stocks, as well as a lower level of dividend and interest income generation in equity or balanced
accounts, compared to income investments such as bonds.