Osborne Partners Capital Management LLC

Item 5 - Fees and Compensation

   Description

   OPCM manages separate accounts generally with a minimum relationship requirement of $1,000,000 in assets
   for both advisory and sub-advisory services.

   Investment Management Services
   OPCM will primarily manage accounts on a fully discretionary basis; however, the firm will manage accounts
   on a non-discretionary basis under special circumstances. OPCM’s investment management services
   incorporate investment strategies specifically tailored to reflect each client’s individual circumstances. The
   management fee OPCM charges is a percentage of the market value of the managed assets held in the client’s
   account as of the last business day of the quarter. Fees are billed in arrears, however, some legacy clients are
   billed in advance based on the market value of the managed assets held in the account as of the last business
   day of the prior quarter end. We generally will invoice our clients in the first month of the following quarter.
   In most cases, client fees are debited directly from their managed account, after we receive written
   authorization from the client, through their acknowledgment of the investment management agreement at the
   inception of the relationship. Some clients choose to pay their fees directly and not have them debited from
   their account. In those cases, we issue an invoice directly to the client. Legacy and current clients of the firm
   have different fee schedules, with some being higher and some lower than the firm’s current fee schedule
   reflected below. This is generally due to the timing of when the client’s account(s) were established. Listed
   below is the firm’s current annual fee schedule:

                 1.00% on the first $5,000,000
                 0.50% on assets above $5,000,000
                 (Relationships with total Assets below $1,000,000 = 1.25%)

   The annual fee schedule is subject to change and also can be negotiated by OPCM under certain circumstances,
   and at the sole discretion of OPCM. Multiple portfolios with a common interest (such as a family relationship)
   can be combined as one for billing purposes. The firm has in the past and can in the future in its sole discretion

waive the minimum asset requirement and charge a minimum fee for providing investment management services
based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity,
anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account
composition, negotiations with clients, etc.). As a benefit to employees and former employees, the firm offers
discretionary investment management services to such individuals, their families and their estates at a
discounted fee or for no fees.

For educational accounts like a 529, OPCM will charge an annual fee of 0.30% on assets under management.
The fee is calculated and payable on a quarterly basis in the same manner as described above.

If a client requests the firm to hold cash for a special purpose, has a concentrated position or has low cost
securities that the client desires periodic counsel on but does not want included in day to day discretionary
management, the firm usually requests clients maintain a non-discretionary service account and charges an
annual fee of 0.25% of assets under management. The fee is calculated and payable on a quarterly basis in the
same manner as described above.

OPCM’s fees for managing 401K plans range from 0.50% to 1.00% of the plan assets. The fee schedule is subject
to change and can be negotiated by OPCM at our sole discretion. Fees are billed quarterly in arrears based on
the assets in the plan as of the last business day of the prior quarter. An invoice is sent directly to the plan
sponsor for payment and is due upon receipt.

OPCM determines the market value of the account based on a hierarchy of data price files we receive from
our clients’ custodians. We use the data files for the pricing of securities held in client portfolios. We
periodically review the accuracy of data received by each custodian. In determining the net asset value of a
portfolio, OPCM uses the following guidelines: (a) for marketable securities, we will use the current market
price, (b) for securities for which there exists no active market (including unsupervised assets, privately or
closely held securities and limited partnerships, real estate, and other fixed asset securities that are not priced
via a national exchange), we shall use such information as we deem in good faith relevant to determine the
value thereof and value the security periodically, which means the value shown on reports can lag the current
market value (in the absence of a readily determinable value, such securities will be valued at cost), and (c) we
will value cash at its dollar value. OPCM shall use all information in good faith to determine the market value
of the account for billing.

Sub-Advisory Arrangement
OPCM is currently a sub-adviser for an unaffiliated investment adviser. The annual fee for investment
management services OPCM provides to Non-ERISA Sub-Advisory Clients is 0.45% and 0.25% for ERISA Sub-
Advisory Clients. Both fees are paid quarterly in arrears. OPCM will calculate its quarterly fee for each Sub-
Advisory Client, which is based on the account value (including any cash, cash equivalents, accrued interest and
dividends) at the end of each calendar quarter and then send a spreadsheet that outlines the fees to the
unaffiliated investment adviser. The unaffiliated investment adviser will send an invoice that reflects both the
adviser’s and OPCM’s fee to the Sub-Advisory Clients’ custodian, who will debit the aggregated fee from each
Sub-Advisory client’s account and pay the third-party adviser and OPCM separately.

OPCM Fund:
The firm acts as the General Partner and is the primary adviser for the OPCM Fund. The firm receives an
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Item 7 - Types of Clients

   Description

   OPCM generally offers investment management services to the following:

   Individuals, families, trusts, estates, conservatorships, foundations, endowments, corporations or business
   entities and pension and profit-sharing plans, charitable organizations, public funds, investment limited
   partnerships, 401(k) self-directed accounts, IRAs and retirement plans.

   Account Minimums

   Our minimum client relationship size is $1,00,000 of assets under management for both advisory and sub-
   advisory services. For our advisory services, this equates to an annual fee of $10,000.

   OPCM has the discretion to waive the client relationship minimum. Clients with assets below the minimum
   relationship size usually pay a higher percentage rate on their annual fees than the fees paid by clients with
   greater assets under management. Please see Item 5 – Fees and Compensation for our current fee schedule.