Kleinfelder Capital Inc

Item 5 – Fees and Compensation
The following paragraphs detail the fee structure and compensation methodology for services provided by the
Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into one or
more written agreements with the Advisor.

A. Fees for Advisory Services
Investment Advisory Services
Investment advisory fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the
investment advisory agreement. Fees are based on the average daily balance of assets under management with
the Advisor during the prior calendar quarter. Fees are based on the following schedule:

                              Assets Under Management                         Annual Fee (%)
                          Up to $249,999                                         1.50%
                          $250,000 to $499,999                                   1.25%
                          $500,000 to $999,999                                   1.00%
                          $1,000,000 to $1,999,999                               0.80%
                          $2,000,000 to $4,999,999                               0.65%
                          $5,000,000 to $9,999,999                               0.55%
                          $10,000,000 and above                                 Negotiable

The investment advisory fee in the first quarter of service is prorated from the inception date of the Client’s
account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The
investment advisory fee may also include financial planning services, at the discretion of the Advisor. The Client’s
fees will take into consideration the aggregate assets under management with the Advisor. All securities held in
accounts managed by Kleinfelder Capital will be independently valued by the Custodian. The Advisor will conduct
periodic reviews of the Custodian’s valuation to ensure accurate billing.

Clients may make additions to and withdrawals from their account[s] at any time, subject to Kleinfelder Capital’s
right to terminate an account. Additions may be in cash or securities provided that Kleinfelder Capital reserves the
right to liquidate any transferred securities or decline to accept particular securities into a Client’s account[s]. Clients
may withdraw account assets on notice to Kleinfelder Capital, subject to the usual and customary securities
settlement procedures. However, Kleinfelder Capital designs its portfolios as long-term investments and the
withdrawal of assets may impair the achievement of a Client’s investment objectives. Kleinfelder Capital may
consult with its Clients about the options and ramifications of transferring securities. However, Clients are advised
that when transferred securities are liquidated, they are subject to fees assessed at the mutual fund level (i.e.
contingent deferred sales charge) and/or tax ramifications.

Financial Planning Services
Kleinfelder Capital may include financial planning as part of its overall investment advisory services or as a
separate stand-alone engagement. For separate engagements, Kleinfelder Capital offers financial planning
services on either an hourly basis or a fixed engagement fee. Hourly engagements are billed at a rate of up to $300
per hour. Fixed engagements are negotiated based on the expected number of hours to complete the engagement
at the Advisor’s hourly rate. Fees may be negotiable at the sole discretion of the Advisor, depending on the nature

and complexity of services to be provided. An estimate for total hours and/or total costs will be provided to the
Client prior to engaging for these services.

Retirement Plan Advisory Services
Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.50%, billed quarterly,
in advance of each calendar quarter, pursuant to the terms of the retirement plan advisory agreement. Retirement
plan advisory fees are based on the market value of assets under management at the end of the prior calendar
quarter. Fees are generally based on the following schedule:

                             Assets Under Management                 Annual Fee (%)
                             Up to $249,999                             1.50%
                             $250,000 to $499,999                       1.25%
                             $500,000 to $999,999                       1.00%
                             $1,000,000 to $1,999,999                   0.80%
                             $2,000,000 to $4,999,999                   0.65%
                             $5,000,000 to $9,999,999                   0.55%
                             $10,000,000 and above                     Negotiable

B. Fee Billing
Investment Advisory Services
Investment advisory fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at
the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted
from the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the
quartertly rate (annual rate divided by the number of days in the year, multiplied by the number of days in the
quarter) to the average daily market value or assets under management. Since the asset-based fee is determined
by average daily account balance, if assets are deposited into or withdrawn from an account, the base fee payable
with respect to such assets is adjusted accordingly. Clients will be provided with a statement, at least quarterly,
from the Custodian reflecting deduction of the investment advisory fee. It is the responsibility of the Client to verify
the accuracy of these fees as listed on the Custodian’s brokerage statement as the Custodian does not assume this
responsibility. Clients provide written authorization permitting advisory fees to be deducted by Kleinfelder Capital
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Item 7 – Types of Clients
Kleinfelder Capital offers investment advisory services to individuals, high net worth individuals, families, trusts,
estates, businesses, and retirement plans. Kleinfelder Capital generally does not impose a minimum size for

establishing a relationship. However, certain investments and strategies may require certain minimums for
effective implementation.