Cypress Capital Partners LLC

ITEM 5 - FEES AND COMPENSATION
Cypress Capital Partners, LLC charges the client a fee based upon the assets under
management.

The fee structure based upon assets under management is as follows:

         $2,000,000 to $14,999,999                   0.32%

       $15,000,000 to $49,999,999                    0.27%

       $50,000,000 to $99,999,999                    0.24%
The services included with the fee are as follows:

•     The fee includes professional investment management, including research
      and security selection.
•     Regular comprehensive reporting

•     Access to accounts via the custodian’s website

•     Tax reporting and monitoring of capital gains and losses

The fee is billed quarterly and payable at the end of the quarter for the management
services provided (in arrears). The fee is calculated on the market value of the assets
under management and is adjusted to reflect additional funds contributed or withdrawn
during the quarter. CCP allows the client to decide whether the fee is automatically
deducted from their account at the safekeeping firm or whether they would prefer to remit
a check for their fee.

On occasion, special requirements of the client result in advisory contracts with terms or
fee arrangements differing from those set forth in CCP’s standard fee arrangement. This
includes situations in which the fee may be negotiated.

CCP’s fees are exclusive of transaction fees, and other related costs and expenses which
shall be incurred by the client. In addition to CCP’s fees, clients may incur certain
charges imposed by custodians such as wire transfer fees.

ITEM 7 -TYPES OF CLIENTS

Cypress Capital Partner’s clients are high net worth individuals.

ITEM8 - METHODS OFANALYSIS, INVESTMENT STRATEGIES
AND RISK OF LOSS

Research Process

CCP’s investment philosophy emphasizes the selection of securities for client portfolios by
means of fundamental analysis. Based on the nature of the prospects for the issuing
municipality, which may be assessed by reference to its prior financial history and CCP’s
knowledge of the region, CCP will reach a judgment on the value of the municipal relative
to its current price.

Municipal Fixed Income

CCP’s fixed income philosophy is founded on the belief that excess returns are achieved
by investing in municipalities that offer relative value within the context of current pricing
and CCP’s top-down forecast. For municipal bond portfolios, CCP’s emphasis is on
segments of the yield curve that offer strong risk/reward characteristics and capture
trading inefficiencies unique to the municipal bond market.

Investment Restrictions

Concentration limits on investments may be imposed to maintain a desired level of
diversification in client portfolios. These limits include security‐specific limits, state
concentration limits.

Principal Investment Risks

Investing in securities involves risk of loss that clients should be prepared to bear. While
CCP’s investment approaches are designed to mitigate risk, there is no guarantee that
clients will not lose money. Following are the various types of risk that may be present
depending on the level of exposure the strategy has to a particular type of investment:

Market Risk

The price of a bond may drop in reaction to tangible and intangible events and conditions.
This type of risk is caused by external factors independent of a security’s particular
underlying circumstances. For example, political, economic, and social conditions may
trigger market events.

Issuer Risk

The price of any security issued by a municipality may drop in reaction to events and
conditions that impact the finances of a particular credit, state, or region. For example,
changes in elected officials or tax structure.

Interest-rate Risk

Fluctuations in interest rates may cause prices of fixed income securities to fluctuate. For
example, when interest rates rise, yields on existing bonds become less attractive, causing
their market values to decline.

Credit (Default) Risk

The owner of a fixed income security may lose money if the issuer is unable or unwilling
to make timely principal and/or interest payments or to otherwise honor its payment
obligations. Further, when an issuer suffers adverse changes in its financial condition or
credit rating, the price of its debt obligations may decline and/or experience greater
volatility. These adverse changes can also affect the liquidity of an issuer’s debt securities
and make them more difficult to sell.

Prepayment Risk

When the issuer of a fixed income security has the right to prepay principal, if it exercises
that right earlier or at a higher rate than expected, an investor may incur losses from being
unable to recoup the initial investment and/or from having to reinvest in loweryielding
securities. This can have an adverse effect on income, total return and/or price of the
security. Prepayment risk tends to be highest in periods of declining interest rates.
Housing bonds and BABs are subject to prepayment risk.

Reinvestment Risk

This is the risk that future proceeds from investments may have to be reinvested at a
potentially lower rate of return (e.g., interest rate).

Liquidity Risk

Liquidity is the ability to readily convert an investment into cash. The less liquid an asset
is, the greater the risk that, if circumstances require an investor to sell the asset quickly, it
will be sold at a price below fair value. Generally, an asset is more liquid if it represents a
standardized product or security and there are many traders interested in making a market
in that product or security.

Inflation Risk

When any type of inflation is present, a dollar today will not buy as much as a dollar next
year, because purchasing power is eroding at the rate of inflation.

Counterparty Risk

The institutions (such as banks) and prime brokers with which a manager do business, or
to which securities have been entrusted for custodial purposes, could encounter financial
difficulties. This could impair the operational capabilities or the capital position of a
manager or create unanticipated trading risks.