Lesa Sroufe & Company Inc

Item 5         Fees and Compensation

LSC clients pay a management fee to LSC on a quarterly basis in arrears. This fee is a
percentage of the market value of all assets in the account on the last trading day of each
calendar quarter. In any partial calendar quarter, the management fee will be pro-rated
based on the number of days that the account was open during the quarter. The specific
manner in which fees are charged is established in a client’s written agreement with LSC.

Assets Under Direct Management Annual Management Fee ( Billed
Quarterly) Equity Appreciation Objective

Under $5million                0.80% (80 basis points)
$5 million –$20 million        0.65% (65 basis points)
$20 million and above          0.45% (45 basis points)

Assets Under Direct Management Annual Management Fee (Billed Quarterly)
Total Return Objective

Under $1 million               0.80%    (80 basis points)
$1 million - $3 million        0.75%    (75 basis points)
$3 million - $5 million        0.70%    (70 basis points)
$5 million and above           0.65%    (65 basis points)

In certain instances, clients may own mutual funds that may charge a fee, deducted
internally which will reduce overall return. In addition to the advisory fees described
above, clients will pay transaction fees/commissions and other charges to the executing
broker or account custodian. Direct Client fees are deducted quarterly from the client
accounts, in most cases. In certain cases, Direct Clients may request to be billed directly
without deduction from the account. See Items 12 and 15 for a further discussion of our
Brokerage Practices and Custody Practices.

Limited Negotiability of Advisory Fees: Although LSC has established the
aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a
client-by-client basis. Certain determinants, such as the complexity of the client, assets to
be placed under management, anticipated future additional assets, related accounts,
portfolio style and account composition, among other factors, may be taken into account.
The specific annual fee schedule will be identified in the agreement between the adviser
and each client.

Assets U n d e r W r a p A c c o u n t A r r a n g e m e n t A n n u a l
M a n a g e m e n t F e e ( Billed Quarterly)

Under $10 million            0.50% (50 basis points)
$10 million and above        0.30% (30 basis points)
Wrap accounts are generally billed by their brokerage/custodians who submit the fees to
LSC.

Assets Under Institutional Management Annual Management Fee (Billed Quarterly)

Equity-only accounts which qualify as institutional accounts are billed with an alternative
fee structure.

Under $15 million             0.50% (50 basis points)

Institutional accounts over $15 million may be negotiated as to the fee charged.

Other Services

The firm will undertake special projects and does research on a continuing basis for
clients on closely-held stocks which are not actively managed by LSC. Examples of special
projects include strategies for managing concentrated stock positions, options strategies,
and other equity research. Such services may be offered on a fixed-fee basis or will be
included as part of the assets under management fee described above, as determined by the
scope and complexity of the project.

Where separate fees are charged for these services, the scope of services and related
charges are specified in the firm’s Client Contract or a separate disclosure notice.

Item 7         Types of Clients
Lesa Sroufe & Company provides portfolio management services to individuals, high net
worth individuals, corporate pension and profit-sharing plans, charitable institutions,
foundations, trusts and other U.S. institutions.

For directly managed accounts, the minimum account size is $500,000 and is negotiable;
there are no maintenance requirements.

For sub-advised accounts, the minimum account size is $100,000; there are no
maintenance requirements.