Deroy & Devereaux Private Investment Counsel Inc

Item 5 - Fees and Compensation
                                               Direct Compensation
D&D is directly compensated for the services we provide based on the Client’s fee schedule. The specific
manner in which fees are charged by D&D is established in a Client’s investment management agreement with
D&D. Clients are charged quarterly fees in arrears unless otherwise agreed to on an exception basis with the
Client. Minimum fees are charged if agreed to in the Client’s investment management agreement.

Standard quarterly fee rates are as follows:

                                      Individually Managed Separate Accounts
        All Cap Value:                                      Smid Cap Value:
        1.0% on the first $5 million                        1.0% on the first $10 million
        0.75% on the next $5 million                        0.80% on the next $15 million
        0.50% thereafter                                    0.65% on the next $25 million
                                                            Negotiable thereafter
         Balanced:                                          Fixed Income:
         1.0% on the first $5 million                       0.40% on the first $5 million
         0.75% on the next $5 million                       0.35% on the next $5 million
         0.50% thereafter                                   0.30% on the next $15 million
                                                            0.25% thereafter
  All fees are subject to negotiation and fees within an account can vary when different asset classes are being
   managed in the same account. D&D has Clients who pay more than the standard quarterly fee rates stated
                                      above for portfolio management services.

Fees are based on the trade date appraisal value of a portfolio’s cash and securities at the end of the calendar
quarter, unless specified otherwise by the Client or D&D. Clients should be aware that there are times, such as in
low-interest rate environments, when the fee that is charged on cash or cash equivalents can exceed money
market yields. Moreover, D&D cannot guarantee that a Client will be invested into the highest yielding money
market available given that each custodian or broker offers different money market yields, sweep programs
differ, and the availability of certain funds may depend on the account type (tax qualified versus non-qualified,
etc.). Clients should read their Brokerage Agreements for more details. D&D does not bill on gross AUM if there
is margin involved. That is, the margin balance is deducted from AUM before the fee is applied. Furthermore,
we receive no indirect compensation from margin or money market accounts, we are not dually registered, and
have no broker-dealer affiliation which eliminates these related conflicts. Accounts initiated or terminated
during a calendar quarter will be charged a prorated fee, with few exceptions. These exceptions can include
when an account opens close to a quarter end period and billing begins with the first full quarter or when an
account terminates close to the beginning of a new quarter and the firm elects not to charge a final fee. These
exceptions are at the Firm’s discretion, depending on factors such as timing, billing mechanics of the Client, and
Client tenure, among other things.

D&D performs quarterly invoice reviews to determine if management fee prorations for capital contributions
and withdrawals made during the applicable calendar quarter (with the exception of de minimis contributions
and withdrawals as determined by the Firm) are necessary. The Operations Department examines Client
invoices to help determine if a capital contribution or withdrawal was made during the calendar quarter and
thus if a fee proration is appropriate. This review involves comparing the previous quarter’s calculated invoice

    Form ADV Part 2A: Firm Brochure                  Page | 6                                DeRoy & Devereaux

amount to the current quarter’s invoice amount. If the change in the invoice amount breaches the threshold set
by the firm, D&D will research to see what caused the change and determine if a fee proration should be
applied.

At D&D’s expense, a portion of the fee that D&D receives from the Client is also paid to some of our employees
as part of their compensation. This compensation is based upon an account’s asset level and not based upon
recommending one strategy over another. Clients can authorize their designated custodian to deduct our fees
directly from their custodial account or be invoiced directly. D&D normally invoices quarterly in January, April,
July, and October, depending primarily on the timing of Client reporting packages.

Fees are negotiable and can be adjusted to reflect particular account circumstances. These circumstances
include, but are not limited to: the size of the account, account type, nature of account relationship, anticipated
future additional assets, account composition, or account retention, among other things. We provide the same
services to accounts of D&D employees, family members or friends for no fee or for fees lower than those
charged to other Clients. In our sole discretion, we will “household” clients together for billing breakpoint
purposes. Considerations taken into account when determining if householding makes sense include: the scope
of the engagement, familial or domestic relationships, other associated or professional relationships, client
longevity, anticipated future additional assets, dollar amount of assets to be managed, account services, account
styles and account composition. D&D’s Operations Department keeps a detailed schedule of householding for
billing purposes.

Assets are priced with information provided by custodians and other outside vendors. If separately arranged
with the client, D&D will exclude certain assets from billing. These assets are often assets considered to be
...

Item 7 - Types of Clients
D&D’s Clients primarily consist of individuals, high net worth individuals, families, trusts, corporate pension and
profit-sharing plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities and
other institutional investors. D&D generally requires a minimum amount of $2 million to open or maintain an
account. However, at the Firm’s discretion, account minimums can be waived on an exception basis.
Considerations taken into account when granting exceptions include, but are not limited to: aggregating a
client’s account with other accounts based on a common household to meet the minimum account size, nature
of account relationship, anticipated future additional assets, account composition, or account retention, among
other things. Please see Item 4 - Advisory Business for additional information.

    Form ADV Part 2A: Firm Brochure                  Page | 11                                DeRoy & Devereaux