Lucien Stirling & Gray Advisory Group Inc

Item 5: Fees and Compensation

The fundamental method of calculating fees is as a percentage of the value of assets under management. One fourth
 of the annual fee will be charged each quarter by applying this formula:

    (Total Assets Under Management) x (Annual Rate)/4 x (Days Remaining in Quarter)/(Total Number of Days in Quarter).

 A 90-day deposit is required of all new accounts. Fees are payable in advance at the beginning of each calendar
 quarter. Fees are due on the first day of the quarter and delinquent after the 15th day of the quarter. Any account
 in which fees are delinquent for more than 15 days is subject to involuntary termination of services. Clients whose
 services have been terminated will be notified by phone, or by mail to the last known address. The firm will not
 automatically change an investment position (e.g. move assets to cash) as part of service termination regardless of
 whether the account was supervisory or non-supervisory. Clients should contact their dealer or custodian directly
 to arrange transactions.

 New accounts beginning during a business quarter and external source deposits made during a quarter will have initial
 fees calculated by first applying the basic quarterly formula to the deposit amount, and then applying an adjustment
 formula as follows:

        (Result of Quarterly Calculation) x (Days Remaining in Quarter) /(Total Number of Days in Quarter)

 Accounts terminating during a quarter may apply for a refund of unearned fees which will be equal to the amount
 calculated by applying to the fees actually paid for the quarter (or period for which the fees were paid), the formula:

                    (Fees Paid) x (Days Remaining in Quarter)/(Total Number of Days in Quarter)

 The refund will first be applied as a credit to offset the client’s present and future invoice debits. If the account
 owner does not wish to remain a client, a refund of the final credit balance will be mailed to the last registered
 address. Clients are responsible for returning fee refunds to qualified accounts in order to avoid tax consequences.

 For purposes of computation, a quarter is a period beginning on January 1, April 1, July 1, or October 1 and ending
 on the day before the beginning of the next quarter. A day is any calendar day including weekends and holidays.
 For new accounts, deposits, and terminations, the number of days remaining in the quarter is the number of calendar
 days subsequent to, but not including, the date that the order to open, deposit to, or to terminate the account is
 received and accepted by the company.

 Asset Management Fees will ordinarily be paid by direct debit to the investor account. If direct debit is not available

 due to the type of investment held, the type of account, or the mechanism available from the custodian, fees will be
 debited from another account nominated by the client.

 Asset Management Fees: The base fee for Asset Management is 1.5% per annum computed on assets under
 management as described above.

 Discounts to Asset Management Fees: Accounts with value greater than one million dollars ($1,000,000.00) receive
 discounted rates as follows:
                                        Account Value                    Rate
                                        Value is at least $1,000,000:    1.25%
                                        Value is at least $2,000,000:    1.00%
                                        Value is at least $5,000,000:    0.80%
                                        Value is at least $8,000,000:    0.60%
                                        Value is at least $12,000,000:   0.50%
                                        Value is at least $15,000,000:   0.40%

For purposes of applying the discounts, an “Account” means a household with any number of individual accounts
all of which meet all of the following criteria:

     1. The account is held by a custodian with whom the firm has an affinity relationship or by an outside custodian
        that makes data electronically available to the firm’s reporting system.
     2. Fees for any one account are assessed by debit to that same account or to another account in the same group
        that provides electronic payment services.
     3. All accounts are part of the same household (client number).
     4. All accounts are serviced by the same advisor or advisor group.

 Flat Fees: Services rendered in the course of ordinary asset management including periodic consultation and review
 are covered by the asset management fees and are not subject to an additional charge. Investors who request
 consultative services apart from asset management are billed at $350.00 per hour or fraction of thereof.

 Fees are due at the time services are rendered and delinquent after 15 days. Some services based on time require a
 deposit.

 Fees for services not described above are available by quotation issued by an officer of the company. Fees are not
 ordinarily negotiable within the limits described except associated persons of Lucien, Stirling & Gray Advisory
 Group, Inc. may receive certain services at discount rates or without charge, or in limited instances where LSG
 chooses to provide pro bono services to members of the public.

 Fees are subject to change on 30-days notice mailed to the client at the last registered address.

 Fees charged by LSG are not brokerage fees. Clients may also be subject to brokerage and other transaction costs
 charged directly by the broker handling their accounts. See the information below on “Brokerage Practices” for more
 information.

Item 7: Types of Clients

 The company’s clients are individuals, corporations and other business entities, pension and profit-sharing plans,

trusts, estates, and charitable organizations.

The minimum value for new accounts is $500,000 and minimum value per model election is $50,000. Associated
persons of LSG may receive certain services on accounts with values below the stated minimums by application to

and prior approval of the company.