Lexington Avenue Capital Management LLC

Item 5: Fees and Compensation

Lexington Avenue Capital Management charges fees for Portfolio Management with assets managed by the firm, as
well as fees for financial planning and, financial consulting services, and for pension consulting services.

For Portfolio Management services, the annual fee structure is as follows:

                 Assets Under Management                                Annual Fee
                 First $1,000,000                                         1.00%
                 $1,000,001 - $2,000,000                                  0.80%
                 $2,000,001 - $5,000,000                                  0.60%
                 $5,000,001 - $10,000,000                                 0.50%
                 Above $10,000,000                                        0.35%

The fee is billed quarterly (Q1-January, Q2-April, Q3-July, Q4-October), in advance of the quarter. The
quarterly bill is determined by calculating one-fourth of the annual rate based on the value of the account(s) as
of the last business day of the preceding calendar quarter. For example, the first quarter’s fee is billed in January
and is calculated based on the portfolio’s value as of December 31. For new clients, their initial quarterly fee
is calculated similarly, i.e. on the first occurrence of a regular billing cycle, in advance of the upcoming quarter,
based on the portfolio’s value as of the last business day of the prior quarter.

As appropriate and at its discretion, Lexington combines fees for households with multiple accounts, and
allocates the fees, where suitable, to tax-advantaged accounts.

The Firm does not adjust the advisory fee for deposits or withdrawals of funds or securities in a client’s account.

Fees may be negotiable for family and friends and for funds held temporarily. In addition, fees are negotiable
for large endowments and other institutional accounts.

Fees are deducted by the custodian from the client’s account when due quarterly. Lexington will liquidate
money market shares in the account to pay the fees. If insufficient money market shares or cash are available,
other investments will be liquidated to pay the fees. The investments to be liquidated will be selected using
Lexington’s best judgment.

If the Firm decides in its best judgment to delay the deduction of fees from the account due to investment
allocations, etc., then the firm will advise the client of it. If services are discontinued during a quarter, there is
a fee adjustment.

In no event shall a Portfolio Management fee of more than $1200 be billed or due six months or more in
advance of services being rendered.

At a client’s request, a client may request that they be billed at intervals greater than quarterly (e.g. annually
instead of quarterly). In such a case, the Firm will bill the fee retroactively (that is, not in advance)based on the
value of the account(s) on the last day of the preceding calendar quarters for the desired period (e.g. one year).

At the Firm’s discretion, a client may request and be approved to pay their quarterly fees by check, made
payable to Lexington Avenue Capital Management LLC.

These fees are for Portfolio Management services only and do not include transaction costs charged by the
custodian and/or fees charged by mutual funds. While Lexington's goal is to help our clients achieve investment
success, we offer no guarantee that our advice will result in profit or protection from loss.

For Retirement Plan Services

For retirement plan sponsors, Lexington Avenue Capital Management will charge an annual fee that is calculated as a
percentage of the value of Plan assets. This fee is negotiable based upon the complexity of the Plan, the size of the Plan
assets, the actual services requested, the representative providing the services and the potential for additional deposits.

The Plan will be charged a fee ranging from 0.40% to 1%. The Plan’s specific annual fee will be disclosed in the advisory
agreement.

Fees are billed in advance (at the start of the billing period) on a quarterly calendar basis and calculated based on the average
daily balance of your account during the previous billing period. Fees are prorated (based on the number of days service is
provided during the initial billing period) for your account opened at any time other than the beginning of the billing period.

Retirement plan sponsors may also elect to pay all or a portion of fees for the individualized services provided by us to the
plan participants.

Clients can elect to have the fee deducted from their account or billed directly and due upon receipt of the billing notice. If
clients elect to have the fee automatically deducted from an existing account, they are required to provide the custodian with
written authorization to deduct the fees from the account and pay the fees to Lexington Avenue Capital Management. We
will provide the custodian with a fee notification statement.

The services will terminate upon thirty (30) days following either party providing the other party with written notice. If
services are terminated within five business days of signing the client agreement, services are terminated without penalty.
Any prepaid but unearned fees are promptly refunded to the client at the effective date of termination.

Lexington Avenue Capital Management does not reasonably expect to receive any other compensation, direct or indirect, for
its Services. If we receive any other compensation for such services, we will (i) offset that compensation against our stated
fees, and (ii) will disclose the amount of such compensation, the services rendered for such compensation and the payer of
such compensation to you.

Please note that for retirement accounts, retaining Lexington’s advisory services may result in higher fees
than other vehicles due to the additional services. For example, if a client rolls over a 401(k) plan account to an
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Item 7: Types of Clients
Lexington Avenue Capital Management provides portfolio management services for individuals, trusts and estates, small
businesses, retirement plans, corporations, and non-profit organizations/foundations. We also offer financial planning
and financial consulting services to our clients.

We also offer pension and profit-sharing services, but only as an ERISA 3(21) investment advisor.

We do not have a minimum account size.