Kanos Capital Management LLC

Item 5 - Fees and Compensation

Tiered Fee Schedule

Assets Under Management                            Annualized Fee

Value Strategy

$0          – $2,000,000                           1.0%

$2,000,001 – $4,000,000                            0.7%

$4,000,001 – $8,000,000                            0.6%

$8,000,000 and greater                             0.5%

The fees are based upon the client’s assets under management as set forth in the above fee schedule.
Advisory fees are negotiable. Fees are calculated by multiplying the assets under management at quarter’s
end by the relevant percent and dividing such product by four. Relationships started or ended in mid-
quarter will be assessed at a pro-rated management fee. Fees are payable quarterly, in arrears and such
fees may be deducted (at client’s request) from client's account(s) quarterly within sixty (60) days following
the end of the quarter.

Fees are calculated on an incremental basis and are subject to change with 30 days’ written notice.
Certain clients of Kanos Capital with pre-existing relationships may initially be charged fees which are less
than those set out above.

We maintain a limited Power of Attorney for all discretionary accounts for directing and/or effecting
investments on behalf of the managed account, for the direct payment of our fees and or the payment of
commissions, custodial fees and or other charges incurred by your managed account.

To the extent mutual funds are selected the annual advisory fee set forth above does not include the
customary fees and expenses associated with investing in mutual funds or other costs of establishing and
maintaining an account with mutual funds including Rule 12b-1 fees and expenses. In addition to the annual
advisory fee, each mutual fund in which your assets are invested will incur separate investment fees.

Termination

The relationship may be terminated by either party upon 30 days written notice. Since fees are paid in
arrears, no pro-ration of fees will occur upon termination of the agreement, however a final fee will be
charged which will be prorated according to the number of days for which we provided our investment
advisory services during the current quarter.

Fee Payment Options

As indicated in our advisory agreement, there are two options that may be selected by the client to pay for
services:

    •   Direct debiting: at the inception of the relationship and each quarter thereafter, we will notify each
        custodian of the amount of the fee due and payable to us through our fee schedule and contract.
        The custodian does not validate or check our fee, but its calculation on the assets on which the fee
        is based. They will “deduct” the fee from Account(s) or if the client has more than one account from
        the account the client has designated to pay our advisory fees. The client will receive a statement
        directly from his/her custodian showing all transactions, positions and credits / debits into or from
        your account; the statements after the quarter end will reflect these transactions, including the
        advisory fee paid by the client to us.

    •   Pay-by-check: At the inception of the Account and each quarter thereafter, Kanos issues an invoice
        for our services and the Client pays us by check or wire transfer within 10 days of the date of the
        invoice.

Additional Fees and Expenses

Advisory fees payable to us do not include all the fees the Client will pay when we purchase or sell securities
for their account(s). The following list of fees or expenses are what the Client will pay directly to third
parties, whether a security is being purchased, sold or held in the Account(s) under our management. Fees
charged are by the broker dealer / custodian.

We do not receive, directly or indirectly, any of these fees charged to the Client. They are paid to the
broker, custodian or the mutual fund or other investment held. The fees include:
    • Brokerage commissions;
    • Transaction fees;
    • Exchange fees;
    • SEC fees;
    • Foreign taxes;
    • Advisory fees and administrative fees charged by Mutual Funds (MF), Exchange Traded Funds
        (ETFs)
    • Advisory fees charged by sub-advisers (if any are used for your account);
    • Custodial Fees;
    • Deferred sales charges (on MF or annuities);
    • Odd-Lot differentials;
    • Deferred sales charges (charged by MFs);
    • Transfer taxes;
    • Wire transfer and electronic fund processing fees;
    • Commissions or mark-ups / mark-downs on security transactions;

    •   Other fees that may be incurred.

In addition, we do not have or employ any employee that receives (directly or indirectly) any compensation
from the sale of securities or investments that are purchased or sold for the Client’s account or to which we
provide consulting expertise / services. As a result, we are a “fee only” investment adviser. We do not
have any potential conflicts of interest present that relate to any additional (and undisclosed) compensation
from the client or the client’s assets that we manage.

Item 7 - Types of Clients

We provide our services to a number of clients:

    •   Individuals, including high net worth individuals

    •   Trusts and Estates

    •   Retirement Accounts and Plans

    •   Corporations

Minimum Account Size

All customers are required to have a minimum account balance of $500,000, which under certain
circumstances is negotiable. For the purposes of this minimum, family related accounts will be counted
together. In addition, we reserve the right to refuse to accept proposed management responsibilities or to
resign from the management of any individual account.