Miles Capital Inc

Item	5	–	Fees	and	Compensation

While fees may be individually negotiated, clients will generally pay a percentage of assets
under management as established in a client’s written agreement with us. Miles Capital
will generally bill fees on a quarterly basis, in advance or arrears, or at such other times as
may be agreed upon by the parties. Clients may be billed directly for fees or they may
authorize us to directly debit fees from the account. Our fees are not prorated for each
capital contribution and withdrawal made during the applicable calendar quarter.
Accounts initiated or terminated during a calendar quarter will be charged a prorated fee.
Upon termination of any account, any prepaid, unearned fees will be promptly refunded,
and any earned, unpaid fees will be due and payable.

Miles Capital’s fees are exclusive of certain charges imposed by custodians, brokers, and
other third parties such as fees charged by other 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. In managing client
assets, we may invest in mutual funds or exchange traded funds. These funds include in
their operating expenses a management fee to an investment adviser. Investments in funds
result in a layering of fees. Mutual funds incur other costs and expenses that are in addition
to fees paid to us.

Miles Capital, Inc.                                                                               5

Miles Capital’s standard annual fee schedule is as follows:

                                       Asset	Tier	            Percent
                                       First $25 million       0.65%
                                       Next $25 million        0.60%
                                       Next $50 million        0.50%
Equities
                                       Thereafter              0.45%

                                       Minimum Revenue                   $50,000

                                       Asset	Tier	            Percent
                                       First $50 million       0.25%
                                       Next $50 million        0.15%
                                       Next $150 million      0.125%
Fixed	Income	‐	Insurance
                                       Thereafter              0.10%

                                       Minimum Revenue                   $50,000

                                       Asset	Tier	            Percent
                                       First $50 million       0.30%
                                       Next $50 million        0.20%
                                       Next $150 million       0.15%
Fixed	Income ‐	Non	Insurance
                                       Thereafter              0.10%

                                       Minimum Revenue                   $50,000

                                       Asset	Tier             Percent
                                       All Assets             0.15%
Fixed	Income	‐	Cash

                                       Asset	Tier	            Percent
                                       20% discount from Fixed Income - Non
                                       Insurance
Sub‐Advisory
                                       and/or Equities Fee Schedule

                                       Minimum Revenue                   $50,000

Miles Capital, Inc.                                                                 6

                                      Asset	Tier	              Percent
                                      All Assets                1.00%
High	Net	Worth

Minimum Account Size $1 million

                                      Asset	Tier	             Percent
                                      All Assets                0.45%
Alternative	Assets

                                      Asset	Tier	             Percent
                                      First $100 million        0.30%
Commercial	Mortgage	Loans	            Thereafter                0.25%

                                      Minimum Revenue                     $60,000
                                      Fees for other related loan services may apply

Unless otherwise noted, the minimum account size for all of the above categories is $5
million. These minimum account sizes and fees are negotiable under limited
circumstances.

Item	7	–	Types	of	Clients

Miles Capital provides investment management services to insurance companies and other
corporations, banks, corporate pension and profit-sharing plans, charitable institutions,
foundations, endowments, municipalities and government agencies, registered mutual
funds, private investment funds, trust programs, other U.S. institutions, and high net worth
individuals.

Miles Capital has minimum account sizes for its strategies. See Item 5 for more information
regarding Miles Capital account minimum.

A client may remove Miles Capital as the investment manager upon written notice of
termination based on the terms of the investment management agreement in effect.
Termination of an advisory agreement by a client will not affect transactions previously
initiated on the client’s behalf prior to the effective date of the termination. If Miles Capital
chooses to terminate its relationship with a client, Miles Capital must generally give the
client 30 days written notice, unless otherwise stated within the investment management
agreement.