R M Davis Inc

Fees and Compensation

  A. Investment Management Services

  For nearly all investment management services, the Company’s fees are based on a percentage of a
  client’s assets under management (including funds in money market securities and cash), at annual
  rates as follows:

           •   1.00% on the first $1 Million in assets under management (AUM) per relationship; plus
           •   .65% on the next $2 Million in AUM (amounts from $1,000,001 - $3,000,000); plus
           •   .50% on the next $3 Million in AUM (amounts from $3,000,001 - $6,000,000); plus
           •   .35% on amounts over $6 Million in AUM.

Account values used for advisory fee calculations include accrued dividends and other income that have
been declared by an issuer but not yet paid to the client. As a result, advisory fees may reflect income
that has been earned but not yet received in cash at the time fees are calculated.

If the Company manages two or more accounts for members of the same family or organization, it may
or may not treat those accounts as one relationship for fee billing aggregation purposes. Unless another
understanding is reached with a client, accounts will be billed independently. In such instance, to be
clear, each such related account may be charged a first-tier fee (see above) of 1.0%. The Company’s
minimum relationship size is $1,000,000. If the Company agrees to take on a new relationship with
AUM of less than $1,000,000, the Company will typically charge an annual minimum relationship fee of
$10,000, billed and collected consistent with the Company’s typical practices described herein.

Depending on the specific circumstances of each client family, coupled with the Company’s business
objectives, the Company reserves flexibility to treat a group of family accounts either as one
relationship or as multiple relationships for fee billing purposes. Relationship aggregation principles
for fee purposes are based on an assessment of many factors, including but not limited to the resources
necessary to manage the assets and relationship(s), the size of the relationship (in terms of assets and
number of family members or households), complexity of interfamily dynamics, geography and travel
required, and the firm’s estimation of the profitability of the relationship, as impacted by any
aggregation concepts applied. Consequently, not all family relationships will be aggregated for fee
purposes in a uniform manner. The circumstances under which assets may be aggregated for fee
purposes within a family grouping can be highly dependent upon the circumstances of a given group of
family members and the relationships between and among those family members. Therefore,
aggregation concepts can and do vary from family to family.

For family relationships or organizations with managed assets at R.M. Davis in excess of certain
thresholds reconsidered periodically, the Company reserves flexibility, but no obligation, to negotiate
deviations from the standard fee schedule. Such deviations can and do vary from client to client.

Charitable organizations, municipalities, or certain approved non-profit organizations, at the discretion
(but not the obligation) of the Company, are sometimes (but not always) offered up to a 20% discount

on the Standard Management Fees. No fee is charged to certain charitable organizations for whom the
firm agrees to provide services on a pro bono basis. The firm reserves the right (but has no obligation)
to discount fees charged to the firm’s current or former Principals, Officers, or employees (and/or the
family members of such Principals, Officers, or employees).

The Company has the right, unilaterally, to change the above fee schedules and any fee-related
procedures, upon at least ten (10) days prior written notice to existing clients.

Unless the Company and the client agree in writing otherwise to reflect special billing situations, the
Company calculates and bills its investment management fees quarterly, in advance (for a three-month
period), based on account values as of March 31, June 30, September 30, and December 31, respectively,
at one-quarter the annual rate. Invoices are issued and fees deducted early in April, July, October, and
January, respectively. The Company will direct the invoice to the custodian of the client’s account, to be
paid from the account, unless the client has elected to be billed directly, for payment outside the account.
All fees are due within 15 days from the date of the invoice.

When an account is opened, the initial fee charged to the account will occur at the beginning of the
calendar quarter immediately subsequent to the account opening. This means that no management fee
will be charged to the account for the services provided in the quarter in which the account is opened.
For instance, if an account is opened on January 15, the account would first be charged a fee in early
April (based upon the account value on March 31).

When either the Company or the client terminates an account, if the account closure is completed on or
before the middle of the quarter in which termination occurs, then the Company will rebate the most
recent quarterly fee. If the account closure is completed after the middle of the quarter in which the
termination occurs, no fees will be rebated. (For this purpose, account closures completed on or before
February 15, May 15, August 15, or November 15, respectively will qualify for the rebate). The rebate
policy referenced above will not apply when part or all of the assets in the account being terminated or
closed are being used to fund a new account also to be managed by R.M. Davis. In such cases, no rebate
will be made under any circumstances. In addition, absent unusual circumstances, to account for the
cost and resources of onboarding, fee rebates will not apply to accounts that are closed within 180 days
of being opened.
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Types of Clients

The Company generally provides investment advice to the following types of clients:

              • Individuals and families

              • pension and profit-sharing plans

              • trusts, estates, and charitable organizations

              • corporations and other business entities

              • municipalities and other governmental entities

The Company’s minimum relationship size is $1,000,000. The Company may, in its discretion, waive
this requirement, where appropriate, such as for example, situations where the account is likely to
reach $1,000,000 or more within a reasonable period of time due to anticipated account additions, or
where a longstanding client has an account being drawn down for income purposes. If the Company
agrees to take on a new relationship with AUM of less than $1,000,000, the Company will typically
charge an annual minimum relationship fee of $10,000, billed and collected consistent with the
Company’s typical practices described above.

  Methods of Analysis, Investment Strategies and Risk of Loss

The Company primarily invests in individual equities (including American Depository Receipts for non-
United States companies), individual fixed-income securities (bonds and certificates of deposit),
domestic and/or international equity mutual funds, and/or exchange-traded funds, primarily traded on
United States stock exchanges or available through U.S.-based transfer agents.

At the outset of a client relationship, the Company discusses and establishes an asset allocation objective
with the client. The Company then manages the client's account(s) to that objective and any other
specific investment objectives established together with the client. Periodically, all such objectives are
discussed with the client and adjusted, as needed. Over the course of time, asset allocations and
objectives often ebb and flow as client and market circumstances evolve. Our firm does not operate
under the philosophy that an age-based “script” exists to guide asset allocation. Many clients already in
retirement have objectives (or a mix of relevant circumstances) that lead to an asset allocation heavily
or even entirely weighted toward equities, while some younger clients have asset allocations that favor
fixed-income (due to the mix of circumstances relevant to those clients). In addition, as a temporary,
defensive measure, such as in the event of unusual market conditions (for example, extraordinarily high
or low interest rate environments), the Company retains discretionary flexibility to vary from
specifically stated allocations between equity securities, fixed-income securities, and cash. This may be
done when the Company believes it is in the best interest of the client(s) and consistent with the
Company’s duty of care. That said, defensive measures, if and when used, will be made in small measure
and with long-term goals in mind (typically looking years and/or decades ahead). The Company
maintains a long-term investment philosophy irrespective of market volatilities. The Company’s
philosophy is one that generally discourages market timing, as the Company believes that market timing
is not a responsible long-term investment strategy, particularly in volatile market periods, and poses
material long-term risks that are inconsistent with our duty of care. Our philosophy includes the
building of portfolios that may weather a storm when one’s primary concern is planning for many years
(and decades) down the road. We typically do not engage in strategies intended to anticipate and avoid
short-term downswings or anticipate and capitalize upon short-term upswings. Our approach takes a
much longer view and much greater discipline. For individual equities and equity funds, the Company
generally uses a blended style approach, investing in companies of various market capitalizations, but
typically with heavier emphasis on large- and mid-capitalization companies. The Company employs a
screening process that helps it identify companies deemed to possess potential superior long-term

growth characteristics and strong financial ratios (with perspective on current market and economic
conditions). Emphasis is given to fundamental metrics as well as consistency of financial performance.
In addition, the process seeks to identify companies undergoing changes in growth and profitability.

Equity holdings are typically (but not always) diversified across several broad sectors of the economy.
Typically, no single company position will have a highly disproportionate percentage of the total. The
Company’s equity analysis and decision-making process uses databases and institutional research
subscription services, U.S. Government and Federal Reserve studies, company financial reports, and
other sources. The process incorporates traditional fundamental analysis and qualitative judgments
regarding macro- and microeconomic trends, business strategy, competitive position, regulation, and
management capability. Generally, the Company does not utilize social or political networking sites,
expert networks, or channel checks in its research process. Once identified, each company is subjected
to a system of valuation and technical analyses that are used to define buying or selling opportunities.

Generally, the Company does not employ a strategy that weights environmental, socially responsible,
or other altruistic considerations (so called “ESG” or “SRI” considerations) in the selection of securities.

Occasionally, based upon specific client interest or client-imposed restrictions on investing in certain
securities or types/categories of securities, or based on other client-specific circumstances, an account
will be less diversified or non-diversified based on security type, market capitalization, sector, industry,
geography and/or other factors. The Company maintains flexibility to tailor account management
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