Parkway Advisors LP

Item 5: Fees and Compensation

Typical Fee Schedules:

               Institutional - Fixed Income Management Fees:

                   Assets Under Management              Annual Fee
                         Up to $10 Million             0.50% - 1.00%
                     $10 Million to $50 Million        0.20% - 0.45%
                    $50 Million to $100 Million        0.15% - 0.35%
                   $100 Million to $250 Million        0.10% - 0.25%
                        Over $250 Million              0.06% - 0.20%

               Institutional - Equity Only Management Fees:

                   Assets Under Management              Annual Fee
                         All Asset Levels              0.25% - 0.75%

               Individual - Management Fees:

                   Assets Under Management               Annual Fee
                         Up to $1 Million                  1.25%
                         Over $1 Million                   1.00%

                401(k) Plan - Management Fees:

                    Assets Under Management                Annual Fee
                          Up to $1 Million                   0.75%
                      $1 Million to $3 Million               0.50%
                          Over $3 Million                    0.25%

                Mutual Fund Sub-Adviser Fees:

                    Assets Under Management                Annual Fee
                          All Asset Levels                   0.50%

In certain cases, Parkway may negotiate different fees than those presented above. The
fee schedule may vary depending upon factors such as the management style, complexity
of investments, amount of assets and/or those with a pre-existing relationship. Fees are
calculated on an incremental basis and are subject to change with 30 days written notice.
Parkway reserves the right to waive its fees. With regard to management of mutual funds,
Parkway provides investment advisory and other administrative services.

Parkway's fee shall be based upon a percentage of the Assets Under Management.
Accounts will be charged an annualized management fee, in advance, which will be
assessed quarterly. The first management fee will be assessed at account inception. Fees
are calculated by multiplying the assets under management by the relevant percent and
dividing such product by four (4). Accounts opened during the quarter will be assessed
a pro-rated management fee. With regards to employee related accounts and certain
other accounts, the quarterly fees may be less or waived, depending upon a number of
factors, including portfolio size, length of employment and relationship to the employee.

The Assets Under Management shall include all amounts in the accounts of the client and
authorized for Parkway to advise including but not limited to the following: (i) fixed
income investments [CDs, Bonds, etc.] shall be either the market value or the book value
of all fixed income securities plus accrued interest; and (ii) other investments [Stocks,
Options] shall be either the market value or the book value of the securities or
investments.

Parkway maintains a Power of Attorney for all discretionary accounts for the purposes
of directing and/or otherwise effecting investments on behalf of the managed account,

for the direct payment of Parkway’s fees and/or the payment of any commissions,
custodial fees and or other charges incurred by the managed account.

To the extent mutual funds are selected by Parkway to fill components of the overall
investment strategy, the annual advisory fee set forth above does not include the
customary fees and expenses associated with investing in mutual funds or other costs of
establishing and maintaining an account with mutual funds including Rule 12b-1 fees and
expenses. Client is advised that, in addition to the annual advisory fee set forth above,
some mutual funds in which assets are invested may incur separate other related
expenses.

Termination: The relationship between the parties may be terminated by either party
upon 30 days written notice. Notwithstanding the above, if the appropriate disclosure
statement was not delivered to the client at least 48 hours prior to the client entering into
any written or oral advisory contract with this investment adviser, then the client has the
right to terminate the contract without penalty within five (5) business days after
entering into the contract.

In the event of termination (outside the five (5) business days after entering into the
contract), the advisory fee due to the Advisor for the termination period shall be prorated
and shall be based on the latest valuation of the assets as of the date notice was received.

Fee Payment Options:

There are two options you may select to pay for our services:

   •   Direct debiting: At the inception of the relationship and each quarter thereafter, we
       will notify your custodian of the amount of the fee due and payable to us through our
       fee schedule and contract. The custodian does not validate or check our fee or the
       calculation of the assets on which the fee is based. They will “deduct” the fee from
       your Account(s) or if you have more than one account from the account you have
       designated to pay our advisory fees.

           o Each month, you will receive a statement directly from your custodian
             showing all transactions, positions, and credits / debits into or from your
             account; the statements after the quarter end will reflect these transactions,
             including the advisory fee paid by you to us.

   •   Pay-by-check: At the inception of the Account and each quarter thereafter, we issue
       you an invoice for our services and you pay us by check or wire transfer within 30
       days of the date of the invoice.

Additional Fees and Expenses:

Advisory fees payable to us do not include all the fees you will pay when we purchase or sell
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Item 7: Types of Clients

Description:

Parkway provides services to a number of clients:

   •   Insurance Companies

   •   Corporations or other business entities

   •   Pension Plans

   •   Investment Companies

   •   Individuals, including high net worth individuals

Account Minimums:

A minimum amount is not required to open an account that will be managed by Parkway.