Kilner Capital Advisors LLC

Item 5 – Fees and Compensation

In certain circumstances, all fees, account minimums and their applications to family
circumstances may be negotiable. Additionally, client households and related accounts may
be aggregated together to determine the fee schedule threshold and achieve reduced fee
thresholds.

The specific manner in which fees are charged by KCA is established in a client’s written
agreement with KCA. Investment Management and Employee Benefit Plan clients will be
invoiced in advance at the beginning of each calendar quarter based upon the value (market
value based on independent third party sources; client account balances on which KCA
calculates fees may vary from account custodial statements based on independent valuations
and other accounting variances, including mechanisms for including accrued interest in
account statements) of the client’s account at the end of the previous quarter. New accounts
are charged a prorated fee for the remainder of the quarter in which the account is incepted
(date of first trade).

For Investment Management and Employee Benefit Plan Services, KCA will request authority
from the client to receive quarterly payments directly from the client's account held by an
independent custodian. Clients may provide written limited authorization to KCA to directly
withdraw fees from the client’s account. Clients will receive custodial statements showing
the advisory fees debited from their account(s).

A client agreement may be canceled at any time, by either party, for any reason upon
receipt of 30 days’ written notice. Upon termination of any account, any prepaid, unearned
fees will be promptly refunded. If KCA is notified that a client is deceased, KCA will cease
billing and ensure that a pro rata refund is provided based on the date of death. However, if
KCA is notified by the executor of the estate to continue to manage the assets until the
portfolio can be distributed, it will continue to invoice for its services but will require the
executor to sign a new agreement as the authorized signatory of the assets.

KCA’s fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which shall be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers, third party investment and other third parties such as fees
charged by managers, custodial fees, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. Mutual funds and exchange traded funds also charge internal management
fees, which are disclosed in a fund’s prospectus. These fees will generally include a
management fee and other fund expenses. All fees paid to KCA for investment advisory

                                                                       Classification Approved Outside Entities

services are separate and distinct from the fees and expenses charged by mutual funds and
ETFs to their shareholders.

Such charges, fees and commissions are exclusive of and in addition to KCA’s fee, and KCA
shall not receive any portion of these commissions, fees, and costs.

Advisory Fees

Investment Management Services:

The annual fee for investment management services will be charged as a percentage of assets
under management per the dollar breakpoint threshold, per the schedule below:

   Assets under management                        Annual Fee (%)
   Up to $199,999                                 1.85%
   $200,000 - $499,999                            1.25%
   $500,000 - $999,999                            1.00%
   $1,000,000 - $1,999,999                        0.90%
   $2,000,000 - $2,999,999                        0.80%
   $3,000,000 - $3,999,999                        0.70%
   $4,000,000 - $4,999,999                        0.60%
   At $5,000,000 or greater                       A Tiered Fee
   On the first $5,000,000                        .50%
   On the value over $5,000,000                   .35%

As noted above, accounts for members of the client’s family household (husband, wife and
dependent children) or related businesses may be assessed fees based on the cumulative
total balance of all accounts. Please see Item 10 below for additional disclosure on the
inclusion of tax-preparation services as part of this advisory fee schedule.

Employee Benefit Plan Services:

The annual fee for plan services will be charged as a percentage of assets within the plan.

                  Assets Under Management            KCA’s Annual Fee

                                                                        Classification Approved Outside Entities

                    On the first $1,000,000                0.70%
                    On the next $4,000,000                 0.45%
                    On the next $5,000,000                 0.25%
              On all amounts above $10,000,000             0.15%

As with our Investment Management Services, fees for the employee benefit plan services
may be negotiated.

Item 7 – Types of Clients

KCA generally provides services to individuals, high net worth individuals, qualified
retirement plans, trusts, charitable organizations, corporations and small businesses.

A minimum of $1,000,000 of assets under management is generally required for investment
management services. Minimum account sizes may be negotiable under certain
circumstances.