Herndon Plant Oakley Ltd

Fees and Compensation
We offer our services on a menu basis. Our fees are negotiable at the discretion of our advisory
representative, which generally results in different fees being charged for accounts similar in
makeup and objectives. In making a final decision on the fee negotiated, a number of factors are
taken into consideration, including other accounts related to, or affiliated with you, the securities
held in the investment portfolio, investment objectives, the total assets under management on an
aggregate basis, and other factors that are deemed at the time to be relevant. These factors can
result in lower fees being charged for accounts similar in makeup and objectives. Although many
fees are individually negotiated, some common fees are included in our fee schedule for your
review and described below:

                                           Fee Schedule *
                    See also Fee Payment Options in the paragraph below this chart

         Fee Type             Fee Cost                                                   When Charged

Advisory Fees                 Advisory Fees are a flat fee, determined in accordance     Quarterly, in
                              with the annual fee schedule set forth below. The          arrears
                              advisory fee shall be computed based upon the market
                              value of the Assets under management for each Account
                              (as of the last business day of the respective quarterly
                              fee period, including any margin debt in the account)
                              (the “AUM”), multiplied by the respective percentage
                              set forth below next to the AUM, divided by 4.
                              Equity and Balanced Accounts
                              $500,000-$1,000,000                         1.50%
                              $1,000,001-$5,000,000                       1.00%
                              $5,000,001-$15,000,000                      .75%
                              $15,000,001- $50,000,000                    .50%

                              Fixed Income – Conservative Strategy
                              $100,000-$250,000                           .50%
                              $250,001-$1,000,000                         .40%
                              $1,000,001-$15,000,000                      .25%
                              $15,000,001- $50,000,000                    .10%

                              Mutual Fund Advisory Accounts

                              Income Portfolios
                              First $500,000                              .50%
                              $500,001 - $1,000,000                       .40%
                              $1,000,001 +                                .25%

                              Growth & Income Portfolios
                              First $500,000                              1.00%
                              $500,001 - $1,000,000                       0.75%
                              $1,000,001 +                                0.50%

                              Growth Portfolios
                              First $500,000                              1.00%
                              $500,001 - $1,000,000                       0.75%
                              $1,000,001 +                                0.50%

                              Advisory Fees are negotiable.

 Financial Consulting and     Our fee for these services is negotiable; however, they   Either a one-time
 Estate Planning Services     are generally fixed and range between $1,000 and          fee or periodically,
                              $100,000, depending on the services provided.             as services are
                                                                                        provided, as agreed
                                                                                        upon with each
                                                                                        specific client.

       Types of Compensation
       Based on the managed account services provided by HPO, HPO is compensated by the
following means:

          •    A percentage of assets under management.
          •    Fixed fees (other than subscription fees).

        Additional Types of Fees and Expenses
        HPO introduces its customers on a fully disclosed basis to RBC Clearing & Custody, a
division of RBC Capital Markets, LLC (“RBC Clearing” or “Custodian”), who is the qualified
custodian for our clients’ advisory accounts. Due to the business relationship between RBC
Clearing and HPO, RBC Clearing shares a portion of certain transaction costs and fees you pay
to RBC Clearing with HPO. The compensation HPO receives in connection with certain
transactions and services is an additional source of revenue to HPO, and defrays our costs
associated with maintaining and servicing client accounts and includes compensation to the
HPO. However, it presents a conflict of interest because HPO has a greater incentive to make
available, recommend, or make investment decisions regarding investments and services that
provide additional compensation us over those investments and services that do not.
In general, these revenue sources include a percentage or portion of fees and transaction charges
collected by RBC Clearing and shared with HPO, including:
      •    Account transfer fees.
      •    Margin interest charges.
      •    IRA Fees.
      •    Sweep account interest.
      •    Other miscellaneous charges.
Additional details are provided below:
      •    Transfer Charges: You can be charged transfer charges on account transactions and
           other miscellaneous charges by RBC Clearing on account transactions.
      •    Margin Interest Charges: To the extent margin is available, such accounts must meet
...

Item 7 - Types of Clients

Overview
The clients of our Firm and its affiliates, who entrust us with their assets, share similar
investment objectives of achieving consistent investment returns with minimal portfolio risk. We
offer portfolio management investment advice to the following types of clients:

   •   Individuals
   •   Families
   •   High net worth individuals
   •   High net worth families
   •   Pension and profit-sharing plans (other than participants)
   •   Charitable organizations
   •   Trusts
   •   Estates
   •   Private foundations
   •   Retirement plans

ERISA Clients
With regard to retirement plans that are subject to the Employee Retirement Income Security Act
of 1974 (“ERISA”), HPO generally assumes the role of a fiduciary with respect to such ERISA
plans. Additionally, the Responsible Plan Fiduciary for ERISA plans will be provided with an
ERISA Fee and Services Disclosure pursuant to Section 408(b)(2) of ERISA, prior to the ERISA
Plan engaging HPO for advisory services.

DOL Disclosure

When we provide investment advice to you regarding your retirement plan account or individual
retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which govern retirement
accounts. The way we make money creates some conflicts with your interests, so we operate
under a special rule that requires us to act in your best interest and not put our interests ahead of
yours.

Under this special rule’s provisions, we must:

   •   Meet a professional standard of care when making investment recommendations (give
       prudent advice).
   •   Never put our financial interests ahead of yours when making recommendations (give
       loyal advice).
   •   Avoid misleading statements about conflicts of interest, fees, and investments.
   •   Follow policies and procedures designed to ensure that we give advice that is in your best
       interest.
   •   Charge no more than is reasonable for our services; and
   •   Give you basic information about conflicts of interest.

Account Minimums
Client's managed assets shall consist initially of cash and securities with a minimum asset value
(as valued by Advisor) of no less than $50,000 for equity and fixed income portfolios and/or
$100,000 for mutual fund portfolios, unless Advisor, in its sole discretion, agrees to accept
Client’s managed assets with a lesser value.