Ingalls & Snyder LLC

Item 5 – Fees and Compensation

        Ingalls’ advisory accounts are charged fees that are based primarily upon the value of client
portfolios. The maximum annual fee Ingalls charges for advisory accounts that maintain a
portfolio comprised of equities or a portfolio comprised of equities and fixed income securities is
1.50% of the account’s assets under management. With respect to advisory accounts that solely
maintain a fixed income portfolio, the maximum fee Ingalls charges is 1.00% of assets under
management. The maximum annual fee Ingalls charges for financial planning services primarily
involving asset allocation and third-party manager selection for clients is 1.00% of the account’s
assets under management. Individual investment adviser representatives each operate with their
own approved fee schedules, which may provide decreasing fee percentages as account assets
increase. In addition, Ingalls may, from time to time, negotiate fees which deviate from the
approved fee schedules.

        Fees are generally billed quarterly in arrears based upon the value of the account on the
last business day of the calendar quarter. At the request of clients, fees may be billed for three-
month intervals other than calendar quarters and/or may be based upon the value of an account at
the beginning of the period. Certain clients pay a fixed-fee or a combined fixed-fee and a
percentage of assets under management; if calculated as a percentage of the client’s portfolio, such
fees may exceed the ranges set forth above. The advisory fees charged by Ingalls may be higher
or lower than fees charged by other investment advisory firms.

        An investment advisory relationship may be terminated by the client or by the Firm at any
time upon thirty days written notification. In the event of termination, any fees paid in advance
by a client will be refunded on a pro rata basis. Costs incurred in the transfer of assets or final
disposition of assets are ordinarily borne by the party terminating the advisory account.

         Clients who establish advisory accounts with Ingalls generally pay other expenses in
addition to the management fee paid to Ingalls. Advisory clients may be charged fees and costs
by the custodian of the advisory client’s funds and securities. Similarly, clients generally determine
the brokerage firm through which securities transactions are executed and the commissions to be
paid in connection with securities transactions. A commonly owned affiliate of Ingalls, Ingalls &
Snyder, LLC (“INGS”) which is a broker dealer, generally offers brokerage and custody services
to its clients for transactions involving securities traded in the United States. If an advisory client
selects INGS to serve as the brokerage firm for an account, the advisory client will be charged
brokerage commissions or markups by INGS in addition to advisory fees and such advisory fees
are not reduced to offset the commissions or markups. However, advisory clients may receive
lower commissions or markups by INGS for transactions in such accounts. Additional information
regarding the selection of broker-dealers to execute advisory client securities transactions is set
forth below.

        Advisory clients are charged additional fees (including management fees, sales charges,
etc.) not paid to the Firm in connection with a specific investment such as certain mutual funds or
money market funds with which INGS has arrangements for the payment of such fees. More
specifically, INGS receives compensation from mutual fund companies and/or money market
funds, including 12b‐1 fees, for performing certain administrative and/or shareholder servicing
related tasks associated with advisory clients’ investment in such securities. In these
circumstances, a conflict of interest is present since it gives Ingalls an incentive to recommend
products based on the compensation received by its commonly owned affiliated company, INGS,
rather than on the client’s needs. Ingalls provides disclosure of this conflict to advisory clients in
its Investment Advisory Agreement. As a fiduciary, Ingalls recognizes its duties to act in good
faith and with fairness in all of its dealings with all advisory clients. As such, the Firm selects
products that are in the best interests of advisory clients regardless of the incentive received by
INGS. Advisory clients also have the option to purchase investment products that Ingalls
recommends through other brokers or agents that are not affiliated with the Firm.

        For providing advisory services to the Limited Partnerships, Ingalls receives a management
fee based on a percentage of assets under management that ranges up to 1.50% (per annum). Each
such management fee is negotiated at the time the Firm establishes an advisory relationship with
the limited partnership, and is disclosed to investors in the limited partnership through its offering
materials. The management fees for the Limited Partnerships are paid quarterly in arrears based
on the net assets of the Limited Partnerships as of the end of each quarter.

       With regard to the portfolio consulting services for the SmartTrust ® Fundamental Equity
Contrarians Unit Investment Trust (the “Trust”) mentioned in Item 4, Ingalls receives a fee
following the end of the Trust’s initial offering period based on a percentage of the UIT’s net asset
value.

Item 7 – Types of Clients

        Ingalls provides investment advice to individuals, financial institutions, pension and profit-
sharing plans, trusts and estates, charitable organizations, corporations, and private investment
partnerships. Ingalls also may act as a sub-adviser to other registered investment advisers for the
benefit of such investment advisers’ clients.

         Generally, Ingalls prefers newly established advisory accounts to be funded with at least
$100,000. However, the Firm may accept or continue to provide services to smaller accounts at
its discretion.

      The minimum initial investment threshold for membership in Underhill Partners, L.P., and
IAS Alpha Partners LP, ranges from $250,000 to $1,000,000. However, this threshold may be
waived or changed by the general partners of the Limited Partnerships.

       Ingalls also offers investment advisory services to the clients enrolled in third-party
sponsored wrap programs. To enroll in such wrap programs, the client either enters into
agreements directly with both Ingalls and the Sponsor ("Dual Contract Accounts"), or enters into
an agreement solely with the sponsor or another entity that has an agreement with the Sponsor.

       Ingalls provides services as a portfolio consultant to a Unit Investment Trust.

        The Firm also provide discretionary management of assets in defined contribution tax-
deferred accounts that are held away (“Held Away Accounts”) from Ingalls. The Firm uses a third-
party platform called Pontera to facilitate management of these Held Away Accounts. The
platform allows Ingalls to avoid having custody of client funds since Pontera restricts Ingalls’
access to read only and rebalance only. Ingalls is not affiliated with the platform in any way and
receives no compensation from them for using their platform. A link will be provided to the client
allowing them to connect an account(s) to the platform. Once a Held Away Account is connected
to the platform, Ingalls will review the current account allocations. When deemed necessary,
Ingalls will rebalance the account considering client investment goals and risk tolerance, and any
change in allocations will consider current economic and market trends. The goal is to improve
account performance over time, minimize loss during difficult markets, and manage internal fees
that harm account performance. Held Away Accounts will be reviewed at least quarterly and
allocation changes will be made as deemed necessary. Held Away Accounts will be charged fees
that are within the typical range disclosed in Item 5 of this Brochure. Further specific details of
the fees applicable to each Held Away Account is provided in each client’s investment advisory
agreement and the fee schedule attached thereto.