E Batoff & Co Inc

FEES AND COMPENSATION

 EBCO's per annum fees are 0.40% up to $25,000,000, 0.30% $25,000,000 to $50,000,000, and
 0.20% above $50,000,000. For clients invested solely in fixed income securities, the fee is
 0.30% up to $20,000,000, and 0.25% above $20,000,000.

 There is no minimum account size, but the minimum fee is $4,000 per year. Fees are payable
 quarterly in arrears, and are computed on the end of month average assets under management for
 the quarter. In any month where there is an addition or withdrawal of funds under management,
 the fee on such addition or withdrawal shall computed separately on a pro rata daily basis for the
 month.

 No fees shall be payable in advance. If special circumstances involved in the opening of a Client's
 account require unusual planning or processing, EBCO may charge a one-time set-up fee, which
 will be agreed upon in advance with the Client. All of EBCO's fees are in addition to and not a part
 of any other costs associated with acquisition or ownership of mutual fund shares or any other
 investments or separately managed accounts.

TYPES OF CLIENTS

EBCO's clients include individuals, limited liability companies, partnerships,

trusts, profit sharing plans, and retirement plans.

DISCIPLINARY ACTIONS

EBCO has never been, and is not now, the subject of any disciplinary action or inquiry by any
Federal, State, or other regulatory body or agency.

OTHER ACTIVITIES AND AFFILIATIONS

The Officers and employees of EBCO have no other activities, interests, or affiliations
which would represent a conflict of interest with the firm's clients.

E. Batoff & Co., Inc. Firm Brochure                                                 Page 5

CODE OF ETHICS AND CONFLICT OF INTEREST

EBCO (and/or its principals and employees) may invest in mutual fund shares, including the
same mutual fund shares that it purchases for clients. As mutual fund share prices are
determined once a day at the close of the market, there is no conflict of interest or adverse
consequence to clients as a result of such transactions. EBCO (and/or) its principals and
employees) may, at times, purchase or sell individual stocks. To avoid any conflict of interest, it
(and/or they) will not do so within five trading days after the purchase or sale of the same
security by a client. EBCO does not have authority to vote client proxies.

EBCO will provide a copy of the firm's Code of Conduct to clients or prospective clients upon
request.