L Roy PAPP & Associates LLP

Fees and Compensation
LRP charges most of its clients an annual investment management fee based on the following
schedule:

Assets under management                                      Annual Fee
First $3 Million                                             1.00%
Amounts in excess of $3 Million & up to $8 Million           0.75%
Amounts in excess of $8 Million                              0.50%

LRP may waive or negotiate lower fees for employees, employees’ family members and certain
clients.

LRP charges fees quarterly in arrears based on the account value at the end of the prior quarter.
Most clients authorize LRP to deduct fees automatically from their brokerage accounts, but clients
may request that LRP send quarterly invoices to be paid by check.

If a client terminates the investment management agreement with LRP in the middle of a billing
period, LRP will invoice the client for an amount that is pro-rated based on the number of days that
the account was managed.

Separately Managed Accounts
LRP has entered into an agreement with Charles Schwab & Co. to participate in Schwab’s managed
Account Marketplace (“Marketplace”). Marketplace is designed to help other advisors and their
clients find an independent investment advisor. Through Marketplace, clients who use Schwab as
their custodian can select LRP to manage their account.

Fees are payable at the end of each quarter and will be deducted from the client’s account. The fee
will be calculated as a percentage of the market value of all assets in client's account on the last
trading day of each calendar quarter. In any partial calendar quarter, the advisory fee will be pro-
rated based upon the number of days that the account was open during the quarter. The contract for
service may be terminated as of the end of any quarterly period on thirty (30) days’ notice by either
party.

Assets under management                                           Annual Fee
First $3 Million                                                  1.00%
Amounts in excess of $3 Million & up to $8 Million                0.75%
Amounts in excess of $8 Million                                   0.50%

The Firm reserves the right to waive or reduce fees from time to time on an individual account basis.

In addition to LRP’s investment management fees, clients bear trading costs and custodial fees. To
the extent that clients’ accounts are invested in mutual funds, these funds pay a separate layer of
management, trading, and administrative expenses.

Performance Based Fees and Side-by-Side Management
Performance based fees are fees based on a share of capital gains on or capital appreciation of the assets of
a client. An adviser charging performance fees to some accounts faces a variety of conflicts because the
adviser can potentially receive greater fees from its accounts having a performance-based compensation
structure than from those accounts it charges a fee unrelated to performance (e.g., an asset-based fee). As a
result, the adviser may have an incentive to direct the best investment ideas to, or to allocate or sequence
trades in favor of, the account that pays a performance fee. LRP does not charge any performance-based
fees.

Types of Clients
LRP primarily provides customized investment management services to high-net-worth individuals
and associated trusts, estates, pension and profit sharing plans, investment companies, foundations,
corporations, partnerships and other legal entities. LRP’s minimum account size is generally
$2,000,000, but this amount is negotiable.

Methods of Analysis, Investment Strategies and Risk of Loss
LRP’s Research Director, Rosellen Papp, and Research Analysts, Brian Riordan and Greg Smith,
work together to conduct fundamental analysis on all securities recommended for client accounts.
This analysis varies depending on the security in question. For stocks and bonds the analysis
generally includes a review of:
    •   The issuer’s management;
    •   The amount and volatility of past profits or losses;
    •   The issuer’s assets and liabilities, as well as any material changes from historical norms;
    •   Prospects for the issuer’s industry, as well as the issuer’s competitive position within that
        industry; and
    •   Any other factors considered relevant.

For mutual funds and ETFs, the analysis generally includes a review of:
   •   The fund’s management team;
   •   The fund’s historical risk and return characteristics;
   •   The fund’s exposure to sectors and individual issuers;
   •   The fund’s fee structure; and
   •   Any other factors considered relevant.
Fixed income investments are selected primarily for quality, based on the credit ratings of various
rating agencies. LRP chooses investment grade bonds and bank guaranteed certificates of deposit
because we feel that assets devoted to producing income, or hedging your risk capital, should
minimize the risk of return of your capital. These investments could include United States and
foreign government securities, municipal securities, and corporate debt securities, commercial
paper, certificates of deposit and mutual funds or exchange traded funds consisting primarily of the
former.

Investment Strategies
LRP determines the appropriate use of equities in a portfolio and selects investments that meet the
risk profile for each client. These investments may consist of domestic equity securities listed on
major U.S. stock exchanges and over-the-counter markets. Equity securities may also be of foreign
issuers.

LRP uses a “growth” style of management and seeks to invest in issuers with above average
potential for earnings growth. In choosing investments, LRP looks for equity securities of
companies that it regards as having excellent prospects for capital appreciation at a price, relative
to the market as a whole, which does not fully reflect LRP’s view of the potential of that particular
company. LRP measures a company’s prospects for capital growth by considering, among other
factors, growth over extended periods of time, above-average profitability created through operating
efficiency rather than financial leverage, and cash flows that appear to confirm the sustainability of
growth.

LRP intends to hold the majority of the investments it purchases for the long term (securities held
for at least a year). However, market developments could cause us to sell securities more quickly.
Some investments are purchased with the knowledge that we will be holding them for less than one
year. This is done primarily for liquidity purposes or short-term opportunities. Investments are
evaluated independently, as well as in the context of clients’ existing holdings and sector exposures.

Risks
The description below is an overview of the risks entailed in LRP’s investment strategies and is not
intended to be complete. All investing involves the risk of loss and the investment strategies offered
by LRP could lose money over short or long periods. Performance could be hurt by a number of
different market risks including but not limited to:

Principal Risks
As with any investment, there is a risk that you could lose money by investing in the any of these
styles of investments. The success of each investment strategy depends largely upon LRP’s skill in
selecting securities for purchase and sale and there is no assurance that an account will achieve its
investment objective. Because of the types of securities in which an account invests and the
investment techniques we use, accounts are designed for investors who are investing for the long
term. An investment in the stock market is not a deposit in a bank and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

Market Risk
The success of client account/investment activities will be affected by general economic and market
conditions where LRP will have a lack of control, such as, but not limited to, interest rates,
availability of credit, inflation rates, economic uncertainty, changes in laws, trade barrier, currency
fluctuations and controls, national and international political circumstances and force majeure
events (i.e., events beyond the control of the party claiming that the event has occurred, including,
without limitation, acts of God, fire, flood, earthquakes, outbreaks of infectious disease, pandemic
or any other serious public health concern, war, terrorism, etc.).

Equity Securities
Equity investments are volatile and will increase or decrease in value based upon issuer, economic,
market and other factors. Small capitalization stocks generally involve higher risks in some respects
than do investments in stocks of larger companies and may be more volatile. The securities of non-
U.S. issuers also involve a high degree of risk because of, among other factors, the lack of public
information with respect to such issuers, less governmental regulation of stock exchanges and
issuers of securities traded on such exchanges and the absence of uniform accounting, auditing and
financial reporting standards. The non-U.S. domicile of such issuers and currency fluctuations may
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