RMSincerbeaux Capital Management LLC

Item 5. Fees and Compensation
    A. Advisory Fees and Compensation

Asset-Based Compensation. RMSCM charges advisory fees based on the value of assets under management.
Fees are computed at an annual rate of 0.75% of the value of equity assets and 0.25% of the par value of fixed
income securities and cash reserves. RMSCM had chosen to waive fees on cash reserves for some clients when
interest rates were low but RMSCM may choose to reinstate .25% fees due to higher interest rates now
available on cash reserves.

Fees are computed at the end of each quarter using the closing prices for equities and Par (Face Value) for
fixed income (Bonds) and cash reserves. RMSCM does not charge an advisory fee on mutual fund assets with
embedded investment management fees.

IRA accounts are charged a fee at an annual rate of 0.65% on all assets based on fair market value at quarter
end except mutual funds as referenced above. Clients authorize the custodian to pay the investment
management fee directly to RMSCM from their personal accounts while IRA accounts are billed directly to
clients for payment. If a new client account is established during a quarter, the fee payable to the advisor is
based on the value of the assets under management at the end of the quarter pro-rated from the date of
inception. If a client terminates their investment management agreement, the fee payable to the advisor is
based on the value of the assets on the termination date, pro-rated for the number of days during the quarter.

                                                                         Annual Fee charged quarterly
       Asset Valuation
                                                                                  in arrears
       Net Equity Assets at quarter end                                              .75%
       Bonds – par value of bonds at quarter end                                     .25%
       Cash and cash equivalents                                            .25% currently waived
       IRA Accounts – fair market value of all assets at quarter end                 .65%

    B. Other Fees and Expenses

RMSCM controls commissions paid on securities transactions for clients by negotiation. The commissions paid
enable RMSCM access to execution and research services which benefit RMSCM and all clients. (See ITEM 12.

Item 7. Types of Clients
RMSCM clients are high net worth individuals, trust, estates and their families.