Piedmont Capital Management LLC

Item 5: Fees and Compensation

Fee Schedule
PCM's advisory fees will be charged in one of two ways: (1) a fixed fee arrangement that is
mutually agreed upon by the client and PCM; or (2) a fee based on a percentage of the client's
total assets under management (“AUM”).

Fixed Fee
Fixed fees are invoiced quarterly in arrears. PCM may provide some clients with financial advice
and consulting in addition to discretionary investment management. PCM retains sole discretion
to negotiate its advisory fees. In negotiating the advisory fees, PCM may consider the level of
services it expects to provide the client, among other factors.

AUM-Based Fee
Advisory fees based on a percentage of AUM are payable quarterly, in arrears, based on the
value of the account as of the last trading day of the prior calendar quarter.

The following table displays the standard fee schedule used by PCM for investment management
when the fee is based on a percentage of the client’s total assets under management. However,
PCM retains sole discretion to negotiate fees based on special factors which may include, but are
not limited to, "grandfathered" accounts and related accounts and whether PCM provides the
client with financial advice and consulting in addition to discretionary investment management.
Generally, the fee negotiated with the client will be determined by the level of services we expect
to provide the client; and therefore, may vary from the standard fee schedule shown below.

              AUM                                    PCM Fee
              First $10mm                            .75%
              Next $15mm                             .65%
              Next $25mm                             .50%
              Over $50mm                             Negotiable

Billing Method

We invoice clients for each quarter, in arrears, in accordance with the terms of PCM's investment
management agreement.

Fees for accounts opened or closed during a billing cycle will be prorated based on the number
of days the account was open during the quarter.

Other Fees and Expenses
PCM’s fees do not include brokerage commissions or other fees or charges associated with
securities transactions implemented with or through a brokerage firm, mark-ups or mark-downs
in principal transactions, deferred sales charges, stock exchange fees, wire transfer or related
processing fees, transfer taxes, or other charges mandated by law or regulation, all of which will
be charged in addition to our fee. Clients may also incur certain additional charges imposed by
custodians, brokers, separate account managers (money managers), and other third parties,
including charges relating to the filing of certain tax forms, if required.

Separate account managers may be used to manage a portion of a client’s assets and charge a
separate fee. PCM does not receive any portion of those fees or any of the foregoing expenses.
The fees charged by the custodian at which the client’s assets are held may be higher than the
fees imposed by other custodians. Please refer to Item 12, Brokerage Practices below for more
information regarding PCM’s brokerage practices.

Clients should also understand that mutual funds, including exchange traded funds, in which
assets are invested by PCM or sub-advisers engaged by PCM on behalf of the client, impose
separate investment management fees and other operating expenses for which the client will be
charged separately from the fee paid to PCM for its advisory services.

Item 7: Types of Clients

PCM provides investment advisory services primarily to high-net-worth individuals and their
families. We also provide services to corporations, business entities and charitable organizations.
PCM’s target client will have a minimum of $10 million of investable assets.

PCM also provides investment advisory services to the Fund, a pooled investment vehicle, as
described above in Item 4, Advisory Business.