Peirce Capital Management LLC

Item 5 – Fees and Compensation

PCM has contracted with FPAS for services including trade processing, collection of management fees,
record maintenance, report preparation, marketing assistance, and research. PCM has also contracted with
FPAS for sub-advisory services with respect to Clients' investment portfolios. PCM pays a fee for FPAS
services based on management fees paid to PCM on accounts that use FPAS. The fee paid by PCM to FPAS
consists of a portion of the fee paid by clients to PCM and varies based on the total client assets
administered through FPAS. These fees are not separately charged to advisory clients. In certain
circumstances, all fees, account minimums and their applications to family circumstances may be
negotiable.

The specific manner in which fees are charged by PCM is established in a client’s written agreement with
PCM. Clients will be invoiced in advance at the beginning of each calendar quarter based upon the value
(market value or fair market value in the absence of market value; client account balances on which PCM
calculates fees may vary from account custodial statements based on independent valuations and other
accounting variances, including mechanisms for including accrued interest in account statements) of the
client's account at the end of the previous quarter. New accounts are charged a prorated fee for the
remainder of the quarter on the first day of the month following the date in which the account is incepted
(date of first trade).

PCM will request authority from the client to receive quarterly payments directly from the client's account
held by an independent custodian. Clients provide written limited authorization to PCM or its designated
service provider, FPAS, to withdraw fees from the account. Clients will receive custodial statements showing
the advisory fees debited from their account(s). Certain third-party administrators will calculate and debit
PCM’s fee and remit such fee to PCM.

All fees are calculated as described above and are not charged on the basis of a share of capital gains upon
or capital appreciation of the funds or any portion of the funds of an advisory client.

A client agreement may be canceled at any time, by either party, for any reason upon receipt of thirty (30)
days’ written notice. Upon termination of any account, any prepaid, unearned fees will be promptly
refunded. The client has the right to terminate an agreement without penalty within five business days after
entering into the agreement.

All fees paid to PCM for investment advisory services are separate and distinct from the fees and expenses
charged by mutual funds to their shareholders. These fees and expenses are described in each fund's
prospectus. These fees will generally include a management fee, other fund expenses, and a possible
distribution fee. A client could invest in mutual funds directly, without the services of PCM. In that case, the
client would not receive the services provided by PCM which are designed, among other things, to assist the
client in determining which mutual fund or funds are most appropriate to each client's financial condition
and objectives. Accordingly, the client should review both the fees charged by the funds and the fees
charged by PCM to fully understand the total amount of fees to be paid by the client and to thereby
evaluate the advisory services being provided.

The annual fee for investment management services will be charged as a percentage of assets under
management, according to the schedule below:

                              Assets Under Management                    Annual Fee
                                        (AUM)                            (% of AUM)
                                   $0 - 1,000,000*                          1.00
                             On the next 1,000,000                          0.90
                             On the next 1,000,000                          0.80
                             On the next 1,000,000                          0.70
                             On the next 1,000,000                          0.60
                             On the next 1,000,000                          0.50
                         On all amounts thereafter                          0.45

*Account relationships with less than $1,000,000 in assets under management will only be accepted on an
exception basis.

Independent Manager Fees

As stated above in Item 4, PCM (in coordination with the client) may decide to implement AQR as an
Independent Manager for the management of portfolios of individual securities. In these instances, AQR will
charge its own separate and distinct fee from PCM’s advisory fees, which are noted above. Clients grant AQR
authority at the client’s custodian for AQR to directly debit client accounts for the Independent Manager’s
fee.

Additionally, clients are required to sign an advisory agreement addendum with PCM which outlines these
additional fees.

Employee Benefit Retirement Plan Services:

The annual fee for plan services will be charged as a percentage of assets within the plan.

              Assets Under Advisement         Focus Partners Advisor     PCM’s Annual Fee     Total Fee
                                               Solutions Annual Fee
        On   the first $1,000,000                     0.20%                    0.70%            0.90%
        On   the next $4,000,000                       0.15%                   0.45%            0.60%
        On   the next $5,000,000                      0.08%                    0.25%            0.33%
        On   all amounts above $10,000,000            0.05%                    0.15%            0.20%

PCM’s annual fee for plans not serviced by FPAS will be those noted in the Total Fee column in the table
provided above.

Item 7 – Types of Clients

PCM manages investment portfolios for a wide variety of clients including individuals, high net worth
individuals and qualified retirement plans.

A minimum of $1,000,000 of assets under management is required for investment management services
(including bond funds). A separate minimum of $500,000 is generally required for management services of
portfolios of individual fixed income securities. All accounts for members of the client's family (husband,
wife and dependent children) or related businesses may be assessed fees based on the total balance of all
accounts.