Millennium Investment Services

Item 5 - Fees and Compensation

    A. Financial Planning Fees

Financial planning fees are not charged separately and are included in the fees MIS charges for
investment management services.

    B. Investment Management Fees

        1. Individually Managed Accounts

The annual fee charged for investment management services varies based on the general
orientation of the holdings of a client account and its classification under one of the three
categories below, as determined in MIS’ discretion. The annual fee is billed quarterly in arrears

and calculated based on the value of the account assets (including cash and cash equivalents and
accrued interest on fixed income securities, but net of any margin balance) in the client account as
of the end of the quarter. MIS also makes adjustments to (i.e., prorates) the quarterly fee amount
for cash flows (i.e., additions and withdraws), which occur during the quarter. Please refer to Item
5.E “Additional Information Regarding Our Fees and Third-Party Fees and Expenses” for
information on how the market value of assets is determined).

Short Term / Money Market Accounts
   Accounts less than $1,000,000, the annual fee is 0.25%
   Accounts greater than $1,000,000, the annual fee is 0.20%

Fixed Income Accounts
    Accounts less than $500,000, the annual fee is 0.80%
    Accounts greater than $500,000 the annual fee is 0.50%

Equity Accounts1
   Accounts less than $500,000, the annual fee is 1.50%
   Accounts between $500,000 and $1,000,000, the annual fee is 1.25%
   Accounts greater than $1,000,000, the annual fee is 0.40% - 1.00% (the specific fee rate for
       accounts of this size are determined at the discretion of MIS).

A minimum account size of $500,000 is preferred; however, minimum account size is negotiable
and the level will depend on each client’s situation. This account minimum is negotiable at the
discretion of MIS, in which case an alternate fee structure will be mutually agreed upon by MIS and
the client. MIS has clients that have differing fees than the fees referenced above, including fees
that are based on a flat percentage rate with no asset-based tiers. MIS does not charge an
investment management fee on any clients’ managed assets that are invested in the MIS Private
Funds, since it receives investment management fees on the MIS Private Funds’ assets.

When charging advisory fees for accounts invested in more than one general asset class (i.e.,
equities and fixed income), MIS generally applies the fee schedule that best corresponds with the
overall objective of the client’s portfolio, relative to all of the client’s assets under management. For
example, as a general rule, clients that have more than 25% of their managed assets in securities
other than fixed income or cash will be charged the “equity account” fees on all the managed
assets.

For purposes of fee tier breakpoints, MIS will aggregate all the managed assets belonging to each
client and any family member living in same household. This will include:

           individual and joint accounts;
           retirement accounts;
           trust accounts, and
           corporate accounts.

MIS will consider including other related accounts, if requested by the client. MIS invoices for its
fees on a quarterly basis, and such fees are payable in arrears. The first payment is assessed and
due at the end of the first calendar quarter and will be assessed pro-rata in the event the Advisory
Agreement is executed at any time other than the first day of the current calendar quarter.

    Account assets invested in unaffiliated private funds are categorized as equity by MIS and included in this fee schedule.

Subsequent payments are due and will be assessed on the first day after the end of each calendar
quarter.

Clients authorize MIS via the Advisory Agreement to invoice their custodian directly for the
payment of the Firm’s investment management fees. Upon receipt of billing instructions from MIS,
the custodian debits the fee amount from the client’s account and sends the payment to MIS. The
custodian will provide periodic account statements to the client. Such statements will reflect,
among other things, all fee amounts paid to MIS. In addition to the custodian statement, MIS sends
clients an informational copy of an invoice outlining the fee calculation and amount due.

Clients have the option to pay the MIS investment management fees directly, so long as the
request is provided to MIS in writing. Under this arrangement, MIS will send an invoice directly to
the client for payment.

Fees are negotiable at the discretion of MIS. In addition, for certain family and friends of MIS, MIS
has, and can do so again in the future, negotiated reduced fees and in some cases waived fees in
their entirety.

      2. MIS Private Fund Fees

   A. MIS Equity Fund

With respect to the MIS Equity Fund, MIS charges a management fee of 1.25% per year (“Fund
Management Fee”). The Fund Management Fee is calculated and accrued on a monthly basis
and then paid quarterly in arrears (i.e., 0.3125% per quarter). The monthly fee calculation is based
on the value of each Investor’s capital account as of the last day of each month and paid to MIS
after the end of each calendar quarter pursuant to the terms of the Advisory Agreement between
MIS and the MIS Equity Fund.

The MIS Equity Fund’s general partner, MIS Partners, LLC (an affiliate under common control with
MIS) typically receives an annual performance-based fee of 20% of the aggregate net capital
appreciation of each investor’s capital accounts (with the exception of those reference in the next
paragraph), calculated on a high-water mark basis (the “Incentive Allocation”). The terms of the
Incentive Allocation are set forth in the MIS Equity Fund’s Governing Documents, which are
provided to each investor and should be read fully. Please also refer to Item 6 below regarding
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Item 7 - Types of Clients

MIS provides advisory services to a wide range of client types, such as individuals, high net worth
clients, pension and profit-sharing plans, trusts, estates, and business entities (“individually
managed accounts”). MIS also manages affiliated private investment funds (“MIS Private Funds”)

Generally, the minimum account size for individually managed accounts is $500,000.

MIS does not have any minimum requirements (either in the form of fees or asset size) for its
Financial Planning Services and/or Concierge Services.

The minimum for investment in the MIS Private Funds is outlined in the Governing Documents and
is subject to reduction or waiver at the discretion of MIS.

When MIS provides investment advice to a client, we are deemed a fiduciary under certain federal
regulations, and within the meaning of Title I of the Employee Retirement Income Security Act
and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts.
The way the firm makes money creates conflicts of interest; however, as a fiduciary, MIS and its
supervised persons are required to always act in our clients’ best interests, which means we must,
at a minimum, take the following steps:

      Meet a professional standard of loyalty and care when making investment
       recommendations.
      Always put our clients’ interests ahead of our own when making recommendations and
       providing services.
      Disclose all conflicts of interest and how the Firm addresses such conflicts.
      Adopt and follow policies and procedures designed to help ensure that we give advice and
       provide services that remains in each client’s best interest.
      Charge an advisory fee that is reasonable for our services.
      Not provide, or withhold, any information that could render our advice and/or services
       misleading.

If a client’s account is a pension or other employee benefit plan governed by the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), MIS may be a fiduciary to the
plan. In providing our investment management services, the standard of care imposed upon us is
to act with the care, skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. MIS will provide certain required disclosures to
the “responsible plan fiduciary” (as such term is defined in ERISA) in accordance with Section
408(b)(2), regarding the services MIS provides and the direct and indirect compensation received
by such clients. Generally, these disclosures are contained in this Form ADV Part 2A, the client
agreement and/or in separate ERISA disclosure documents and are designed to enable the ERISA
plan’s fiduciary to: (1) determine the reasonableness of all compensation received by MIS; (2)
identify any potential conflicts of interests; and (3) satisfy reporting and disclosure requirements to
plan participants.