Lanham Odell & Co Inc

Item 5 - Fees and Compensation

The annual fee for LOC's services is billed quarterly in arrears based upon the value (market value based on
independent third-party sources or fair market value in the absence of market value; client account balances on
which LOC calculates fees may vary from account custodial statements based on independent asset valuations and
other accounting variances, including mechanisms for including accrued interest or timing of reporting) of the
client's account(s) at the end of the previous quarter. At the end of each calendar quarter, the client's portfolio
will deduct/will be billed a fee that is one-fourth of the annual fee, calculated as a percentage of assets under
management, according to the annual fee rate schedule listed below. Accounts initiated or terminated during a
calendar quarter will be charged a prorated fee. LOC prorates the quarterly fee for large client contributions or
withdrawals made during the last month of the quarter, if the total amount of the contribution or withdrawal is
50% or more than the prior month’s ending client account balance.

LOC will request authority from clients to receive quarterly payments directly from the clients' account(s) held
by an independent qualified custodian. Clients must provide written limited authorization to LOC to withdraw
fees from account(s). Clients will receive custodial statements showing the advisory fees debited from their
account(s).

The specific manner in which fees are charged by LOC is established in a client's written agreement with LOC.

A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice.
Upon termination of any relationship, a pro-rated advisory fee will be due.

                                                  LOC Fee Schedule*
                                    Benchmark Series**                     0.30% flat

                                              All other Investment Series***
                                 Aggregate Billing Group Size            Annual Fee
                                 On the first $2,500,000                 1.00%
                                 On the next $7,500,000                  0.50%
                                 On all amounts thereafter               0.20%

     *Fees are non-negotiable.

     ** Assets allocated to the Benchmark series are charged a fee lower than traditional management, because this
     series owns only passively managed funds.

     *** Billing Example: If a client has$5,000,000 under management with LOC, the first $2,500,000 is billed at 1%. The
     next $2,500,000 is billed at 0.50% for an aggregate rate of 0.75%.

Fees are based on aggregate billing (excluding the Benchmark Series). The investment management accounts of
immediate family members and/or employees may be pooled for the billing calculation to provide a discount
for multiple households and accounts that are connected through a family or employee/employer
relationship. Retirement accounts of a business or professional practice will be added to the accounts of
connected relationships to provide for an aggregate billing for all accounts with a common employer.

When portfolios or aggregate billing groups have balances below $500,000, the portfolios will be billed at the
annual rate of 1.25% not to exceed $1,250 per quarter. LOC recommends that new clients should have a
minimum investment of $500,000 in their portfolio. LOC reserves the right to establish a higher account
minimum based on geographic location, time, expense, and servicing requirements. LOC also reserves the right to
accept a lower account minimum.

LOC'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 managers and other third parties such as fees charged by managers, custodial fees, deferred sales
charges, 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 each fund's prospectus.

Such charges, fees and commissions are exclusive of and in addition to LOC's fee, and LOC does not receive any
portion of these commissions, fees, and costs.

Clients should note that similar advisory services may be available from other registered investment advisers for
similar or lower fees.

Item 7 - Types of Clients

LOC manages investment portfolios for a wide variety of clients, including individuals/high-net-worth individuals,
qualified retirement plans, charitable organizations and foundations as well as corporations.

LOC does not have a defined minimum account requirement; however, LOC recommends having an aggregate
account size of at least $500,000. Aggregate account balances below $500,000 are billed at an annual rate of 1.25%,
not to exceed $1,250 per quarter. These accounts are accepted on a case-by-case basis.