Miller Gesko & Co Inc

Item 5 - Fees And Compensation

A. Advisory Fees

The following sections detail the fee structure and compensation methodology for investment
advisory services. Each client shall sign the appropriate type of investment advisory
agreement that details the respective responsibilities of Miller Gesko and the client.

Investment Management Services

The annual fee for Miller Gesko’s Investment Management Services will be charged as a
percentage of assets under management according to the following tiered fee schedule:

               Assets Under Management                    Maximum Annual Fee (%)
       First $2,000,000                                             1.00%
       Next $2,500,000                                              0.75%
       Amounts over $4,500,000                                      0.50%

Clients will be billed monthly in arrears based upon the average month-end market values or
book values (for partnerships) of the assets in the client’s account. Market value will be
determined by the account custodian. In the event that the account custodian cannot provide
a market value for an asset, Miller Gesko will determine a fair market value for that asset.

Fees are earned as of the commencement of the investment advisory agreement and are pro-
rated for periods less than a full billing cycle (based upon the number of calendar days in the
calendar month that the investment management agreement was effective). Details of the
Investment Management Services fee charged are more fully described in the investment
management agreement entered into with each client.

Administrative Services

Administrative Services fees will be charged as an hourly fee at the rate of $100 per hour or
as agreed upon. The length of time it will take to complete the advisory service will depend on
the nature and complexity of the individual client's personal circumstances. An estimate for
total hours will be determined at the start of the advisory relationship. Fees for Administrative
Services are billed either monthly or quarterly in arrears.

B. Payment Methods

There are two options a client may select to pay Miller Gesko’s advisory services fees:

Direct Debiting

Each month, Miller Gesko will notify the client’s qualified custodian of the amount of the fee
due and payable to Miller Gesko pursuant to the firm’s fee schedule and advisory agreement.
The qualified custodian will not validate or check Miller Gesko’s fees, its corresponding
calculation or the assets on which the fee is based unless the client has retained their services
to do so. With the client’s pre-approval, the qualified custodian will “deduct” the fee from the
client’s account or, if the client has more than one account, from the account the client has
designated to pay Miller Gesko’s advisory fees. Clients will be provided with a statement, at

least quarterly, from the custodian reflecting deduction of the applicable fee. It is the
responsibility of the client to verify the accuracy of these fees as listed on the custodian’s
brokerage statement as the custodian does not assume this responsibility.

Billing

Miller Gesko will issue the client an invoice for the firm’s fees monthly in arrears and the client
will pay Miller Gesko by check or wire transfer within ten (10) business days’ of the date of the
invoice, or as negotiated and documented in the client’s advisory agreement.

C. Additional Information

Fees Negotiable

Miller Gesko retains the right to modify fees, including minimum account sizes, in its sole and
absolute discretion, on a client-by-client basis based on the size, complexity and nature of the
advisory services provided. In addition, family accounts and accounts controlled by the same
client are often combined for the purpose of computing the fee.

Termination of Client Relationship

The investment management contract is ongoing and does not have a fixed term. The client
may terminate the advisory contract at any time upon written notice to Miller Gesko. As
Miller Gesko charges fees in arrears, no refund will be due clients upon termination of the
investment management agreement. However, upon termination, Miller Gesko will be entitled
to a final accrued fee for the period beginning on the most recent fee date.

Mutual Fund Fees and Exchange Traded Funds

All fees paid to Miller Gesko for investment advisory services are separate and distinct from
the expenses charged by mutual funds and exchange-traded funds (“ETFs”) to their
shareholders, if applicable. These fees and expenses are described in each fund’s or ETF’s
prospectus. These fees and expenses will generally be used to pay management fees for the
funds, other fund expenses, account administration (e.g., custody, brokerage and account
reporting), and a possible distribution fee. A client could invest in these products directly,
without the services of Miller Gesko, but would not receive the services provided by Miller
Gesko which are designed, among other things, to (i) assist the client in determining which
products or services are most appropriate to each client’s financial situation and objectives and
(ii) determining when such buying or selling is appropriate. Accordingly, the client should
review both the fees charged by the fund[s] and/or ETFs and the fees charged by Miller Gesko
to fully understand the total amount of fees to be paid by the client.

Alternative Investment Fees

All fees paid to Miller Gesko for investment advisory services are separate and distinct from
the fees and expenses charged against the underlying assets by the managers of alternative
investment vehicles. Clients receive the financial statements of the investment vehicles
annually, which discloses all such fees and expenses, and for certain private funds, quarterly
account statements from the private fund. The client could invest in an alternative investment
vehicle directly, without the services of Miller Gesko. In that case, the client would not receive
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Item 7 - Types of Clients

A. Clients

Miller Gesko offers investment advisory services to individuals (including high net worth
individuals) trusts, estates and charitable organizations.

B. Engaging the Services of Miller Gesko

All clients wishing to engage Miller Gesko for investment advisory services must sign the
applicable advisory agreement that governs the relationship with Miller Gesko. The
investment management agreement describes the services and responsibilities of Miller Gesko
to the client. It also outlines Miller Gesko’s fee in detail.

In addition to completing Miller Gesko’s internal documents, clients must complete certain
broker-dealer/custodial documentation. Upon completion of these documents, Miller Gesko
will be considered engaged by the client. A client has an ongoing responsibility for ensuring
that Miller Gesko is informed in a timely manner of changes in the client’s investment
objectives and risk tolerance.

C. Conditions for Managing Accounts

Miller Gesko requires new clients to have a minimum account of $1,000,000, although Miller
Gesko retains the right to reduce or waive this minimum account size. Accounts of less than
$1,000,000 may be set up when the client and Miller Gesko anticipate the client will add
additional funds to the accounts bringing the total to $1,000,000 within a reasonable time.