Martin Investment Management LLC

Item 5: Fees and Compensation

 We are customarily compensated on the basis of fees calculated as a percentage of assets under
 management. In some cases, there is a fixed fee.

 Our standard fee schedule is 1.5% of the value of a client account, however the fees charged to a
 particular account may be subject to negotiation and could vary from this schedule. Since the inception
 of our business, we have discounted our standard fee for various clients. The amount of the discount
 depends on a number of factors, including the nature and complexity of the services offered and the
 size of account. With the exception of certain sub-advisory relationships, the range of fees paid by
 existing unaffiliated clients is from 1.0% to 1.5% annually, with fees on amounts above $5 million
 discounted to 0.75% in some certain circumstances. New clients may pay more or less in fees than
 existing clients, depending on the individual circumstances presented by each such new client.

 Certain accounts may be charged a minimum annual fee. The license fees we receive from licensing
 certain of our investment strategies to other asset managers vary and are based on the assets of that
 manager that are allocated to the investment strategies we provide.

 Our fees are normally assessed and payable quarterly in advance. Fees will also be prorated for the
 addition or withdrawal of assets greater than 10% of the value of the client account. Our clients may
 elect to pay us directly or choose to have their custodian charge their account and pay MIM
 accordingly. This election is made when an account is initiated with us. A client may terminate our
 services upon giving a 30-day written notice. Upon receiving such a notice, we will cease managing
 the account, will prorate any fees in accordance with the termination terms and conditions outlined in
 the investment advisory agreement and will promptly refund any unearned fees to the terminating
 client.

 On occasion, we will consult with a client on a negotiated fixed fee or hourly basis. In these cases, the
 fee will be negotiable and will be dependent on the time involved and the complexity of the services
 provided. These fees will be billed in arrears.

 All fees we charge are separate and distinct from the fees and expenses charged by mutual funds,
 partnerships, REITs or similar collective investment vehicles to their interest holders. Custodial fees,
 transaction costs, and other expenses associated with the management of a client portfolio are paid by
 the client as further described within this document under Brokerage Practices.
 Accordingly, clients should consider both the fees charged by these funds and the fees charged by MIM
 to fully understand the total amount of fees paid.

 We do not receive any fee or commission from the sale of investment products that we recommend to
 our clients.

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 Item 6: Performance Fees and Side-by-Side Management

 MIM may enter into performance-based fee arrangements for certain qualified clients in lieu of the
 asset-based fees MIM typically charges clients. For these arrangements, MIM charges a fee that is
 determined by the amount of the increase in value of an account over an agreed upon base line. MIM’s
 standard performance-based fee is 20% of the increase over the agreed upon base line.

 Potential conflicts of interest are raised when MIM manages asset-based fee accounts alongside
 performance-based fee accounts. Performance-based fees increase as performance increases, which
 creates an incentive to favor these accounts in trade execution or investment allocation, or to take
 excessive risk. MIM could focus on higher-fee accounts or performance fee accounts due to a personal
 stake in compensation.

 These potential conflicts are addressed in the trade aggregation and allocation policies and procedures
 and are designed to prevent the giving of special treatment to performance-based fee accounts,
 proprietary accounts or higher-fee accounts. Trade aggregation, allocation and side-by-side trading are
 monitored for possible account favoritism over time by compliance personnel.

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Item 7: Types of Clients

 We provide investment management services to individuals, high net worth individuals, trusts, pension
 plans, other asset managers, a pooled investment vehicle and charitable organizations.

 In order to ensure the highest level of personalized service, our minimum account size for new clients
 is typically $500,000 in investable assets. Account minimums may be waived by MIM on a case-by-
 case basis.

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