Murphy Clarke Williams & Stone LLC

Item 5: Fees and Compensation

A. Fee Schedule

Portfolio Management Fees

        Total Assets Under Management              Annual Fees
        $500,000 - $1,000,000                      1.50%

        $1,000,000 - $2,000,000                    1.25%

        $2,000,000 - $10,000,000                   1.00%

        $10,000,000 – And up                       Below 50 basis

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are generally negotiable, and the final fee schedule will be memorialized in the
client’s advisory agreement. Clients may terminate the agreement without penalty for a
full refund of MCWSTONE's fees within five business days of signing the Investment
Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract
generally with 7 days' written notice.

MCWSTONE provides sub-advisory and management services to related and unrelated
pooled investment vehicles. The advisory fees that MCWSTONE receives for providing
those services are set forth in the agreement between MCWSTONE and each individual
Fund.

Selection of Other Advisers Fees

MCWSTONE will be compensated via a fee share or dual-contract arrangments from the
advisers to which it directs those clients. This relationship will be memorialized in each
contract between MCWSTONE and each third-party adviser. The fees shared will not
exceed any limit imposed by any regulatory agency.

MCWSTONE may direct clients to Morgan Stanley. The annual fee schedule is as follows:

    Total Assets Under       MCWSTONE’s          Third Party’s
                                                                     Total Fee
    Management               Fee                 Fee
    $1,000,000 - AND UP      40.00%              60.00%              1.50%

The advisory fee is calculated using the value of the assets in the Account on the last
business day of the prior billing period.

These fees are negotiable.

B. Payment of Fees

Payment of Portfolio Management Fees

Asset-based portfolio management fees are withdrawn directly from the client's accounts
with client's written authorization on a monthly basis or may be invoiced and billed
directly to the client on a monthly basis. Clients may select the method in which they are
billed. Fees are paid in arrears.

Payment of Selection of Other Advisers Fees

Fees for selection of Morgan Stanley as third-party adviser are withdrawn directly from
the client's accounts with client's written authorization. Fees are paid monthly in arrears.

C. Client Responsibility For Third Party Fees

Clients are responsible for the payment of all third-party fees (i.e., custodian fees,
brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and
distinct from the fees and expenses charged by MCWSTONE. Please see Item 12 of this
brochure regarding broker-dealer/custodian.

       D. Prepayment of Fees

       MCWSTONE collects fees in arrears. Refunds for fees paid in advance will be returned
       within fourteen days to the client via check or return deposit back into the client’s account.

       Morgan Stanley collects its fees in arrears.

       For all asset-based fees, if paid in advance, the fee refunded will be equal to the balance
       of the fees collected in advance minus the daily rate* times the number of days elapsed in
       the billing period up to and including the day of termination. (*The daily rate is calculated
       by dividing the annual asset-based fee by 365.)

       E. Outside Compensation for the Sale of Securities to Clients

       Neither MCWSTONE nor its supervised persons accept any compensation for the sale of
       investment products, including asset-based sales charges or service fees from the sale of
       mutual funds.

Item 7: Types of Clients

MCWSTONE generally provides advisory services to the following types of clients:

       ❖      Individuals
       ❖      High-Net-Worth Individuals
       ❖      Corporations or Business Entities
       ❖      Pooled Investment Vehicles

There is an account minimum of $500,000, which may be waived by MCWSTONE in its
discretion.