Joel R Mogy Investment Counsel Inc

Item 5.          Fees and Compensation

Investment Counseling

Fees for investment counseling services will be computed quarterly on the aggregate value
of each portfolio and payable quarterly in advance. The annual fee schedule will be charged
as follows:

          1% of the first $2 million, and
          1/2 of 1% on all amounts above $2 million.

Under certain circumstances, JMIC may negotiate fees which are lower than those set
forth above. Accordingly, actual fees may vary.

Clients authorize Adviser to instruct their bank or broker custodian to directly debit
advisory fees from a client's custodian account. The Firm will send duplicate copies of
management fee invoices to the client unless otherwise instructed by the client.

Fees are calculated based on the value of assets in the Portfolio(s) as of the end of the last
trading day in a calendar quarter. All cash, securities and other investments in client
portfolios will be included in calculating the quarterly fee unless otherwise agreed. The
Firm does not charge on non-supervised holdings that are listed in certain client portfolios.
In computing the market value of any investments in the Portfolio(s), each security listed
on a national securities exchange shall be valued at the last sale price on the valuation date.
Listed securities not traded on such a date and any unlisted securities shall be valued at the
latest available bid price that JMIC obtains via a source deemed reliable. Any other
security(s) shall be valued in good faith by the Firm to reflect its fair value in accordance
with generally accepted industry standards. The initial fee, under certain circumstances,
will include prorated fees should management of the Portfolio(s) begin during the quarter.
The Firm will calculate prorated fees on the number of days from when management
commenced through the end of the quarter. The prorated fees are calculated based on the
value of assets in the Portfolio(s) as of the end of the first day of management.

JMIC promptly refunds any pro rata unearned prepaid quarterly fees upon termination of
any client relationship during a quarter period. JMIC has a minimum relationship of $5
million, and the preferred minimum annual advisory fee is $25,000 per year. However,
under certain circumstances, the Firm may accept relationships of less than $5 million
which generate fees of less than $25,000 per year.

JMIC will notify clients in writing at least 30 days prior to implementing any proposed
increase in the Schedule of Fees. Clients understand and agree that the fees in the
Schedule of Fees shall continue until 30 days after JMIC has notified the client of any
change in the amount of fees applicable for the Portfolio(s). At such time, the new fee
will become effective unless client notifies JMIC in writing that the agreement is to be
terminated.

The Firm, from time-to-time, may voluntarily reduce its fees below the amounts set forth
in the Schedule of Fees. Any such reduction is within the sole discretion of JMIC, and
may be implemented at the account level, asset class level, security level or some
combination thereof. A unilateral reduction in fees charged by the Firm does not
constitute an amendment of the Schedule of Fees, nor does it constitute a waiver of the
Firm’s right to charge the full amount of the fees expressly agreed in the Fee Schedule, or
an express or implicit promise that any voluntary reduction in fees will continue. JMIC
may at any time revert to the agreed Fee Schedule, provided that, if reduced fees have
been charged on Client’s account for more than six months, then JMIC will provide
Client with a written notice at least 30 days prior to restoring the fees charged to the
levels agreed in the Fee Schedule.

Other Fees and Expenses

Clients are also responsible for the fees and expenses charged by custodians and imposed
by broker-dealers, including, but not limited to, any commissions, custody fees, transaction
charges or mark-up/mark-downs imposed by a broker-dealer with which JMIC effects
transactions for a client's account(s).

All fees paid to JMIC for investment advisory services are separate and distinct from fees
and expenses charged by mutual funds and exchanged traded funds (“ETF’s”) to their
shareholders. These fees and expenses are described in each fund’s prospectus. These fees
will generally include a management fee, other fund expenses, and a possible distribution
fee for mutual funds.

Termination

A client agreement may be canceled at any time, by either party, for any reason upon receipt
of written notice. As disclosed above, Investment Counseling Services fees are paid in
advance of services provided. Upon termination of any account, any prepaid, unearned fees
will be promptly refunded. In calculating a client’s reimbursement of fees, JMIC will pro
rate the reimbursement according to the number of days remaining in the payment period.
As applicable, any earned, unpaid fees will be due and payable upon termination.

The client has the right to terminate an advisory agreement without penalty. Also, there
will be no assignment of an advisory agreement by the Firm without a client's consent.

Grandfathering of Minimum Account Requirements

Pre-existing advisory clients are subject to JMIC’s minimum account requirements and
advisory fees in effect at the time they entered the advisory relationship. Therefore, our
Firm's minimum account requirements will differ among clients.

Limited Prepayment of Fees

Under no circumstances do we require or solicit payment of fees in excess of $1,200
more than six months in advance of services rendered.

Item 7.        Types of Clients

JMIC offers and provides investment counseling services on a discretionary basis to
individuals, high net worth individuals, pension and profit-sharing plans, charitable
organizations and corporations seeking the Firm’s personalized investment counseling
services.

The portfolios under management fall into two basic categories:

Taxable

Taxable accounts consist primarily of individuals, trusts and represent approximately 82%
of JMIC's assets under management.

Tax-Free

Tax-free accounts represent approximately 18% of JMIC's assets under management.
Types of tax-free accounts may include retirement accounts, pension plans, IRA/Rollovers,
SEP/IRAs, and charitable foundations.