S & Co Inc

Item 5 – Fees and Compensation

Advisory Fees

Clients pay an annual fee for the advisory services that clients obtain from SCI that is based
in part on the assets that SCI manages and the income that those assets generate. We use
the following fee schedule for this purpose:

          14/20ths of 1 percent of
          principal 5 1/2 percent of
          income

The foregoing fees for advisory services are payable quarterly, in arrears. SCI deducts fees
due from clients directly from client accounts where Fiduciary Trust Company acts as
custodian. In those cases, clients may not select a different method of payment.

Trustees Fees

Many of SCI’s clients are trustees of irrevocable trusts, and often a director of SCI serves as
a trustee of those trusts. In those cases, those accounts pay a reduced fee for advisory
services but also pay a trustees’ fee that consists of 1/20th of one (1) percent of that trust
account’s assets plus one and one-half of one percent (1.5%) of the annual income
generated by that trust account. These trustees’ fees are not payable to SCI, but instead are
paid directly to the SCI director serving as a trustee with respect to that trust account (with
the result that the advisory and trustees fees paid by these irrevocable trust clients are the

same as the advisory fees paid by clients that are revocable trusts or are trusts where no
SCI director acts as a trustee). Where no SCI director serves as a trustee of a client that is
an irrevocable trust, SCI is not involved in the determination of fees paid to that trust’s
trustees.

Clients may terminate SCI without cause by delivering a 30-day written notice of
termination to SCI. In the event of such a termination, the client will remain obligated to
pay that portion of the fee due to SCI from the last quarterly payment to SCI through the
effective date of that termination.

SCI may impose fees higher or lower than those set forth above for any account based on
the particular circumstances, including the type of advisory services provided, the
complexity and level of services required, mechanics of operation, the types and levels of
investment restrictions or policies imposed on the account, whether there is a pre-existing
relationship with the client, or other circumstances. SCI has varied its normal fee schedule
over time, and existing accounts may bear advisory fees at rates different from those set
forth above.

SCI may from time to time, in its sole discretion, determine to waive or reimburse a portion
of the advisory fees payable by an account or to bear other expenses (such that the effective
advisory fee rate would be lower than the contractual rate), but SCI is under no obligation
to do so for any period or for any particular account.

SCI may invest client assets in registered open-end investment companies (mutual funds)
that impose investment advisory and other fees, including initial sales charges, deferred
sales loads and other sales-related expenses. SCI may also invest client assets in
unregistered investment partnerships or other pooled vehicles, including those that focus
on venture capital and other alternative investments (such as real estate or oil and gas),
the general partner or manager of which is compensated based on terms set forth in the
relevant partnership or similar agreement. Because these investments give rise to fees and
expenses in addition to those charged by SCI, they will increase the overall fees and
expenses borne by a client’s account. SCI may, upon request from a client, invest client
assets in direct interests in real estate, and the fees described herein will apply to these
investments in the same manner as is the case with marketable securities.

As described in the response to Item 8, SCI has established six (6) investment limited
liability companies in which certain of SCI’s clients invest as members. These entities are
S & Co. Investment Fund IV, LLC, S & Co. Health Sciences Fund, LLC, S & Co. International
Fund, LLC, S & Co. Special Equity Fund, LLC, S & Co. Opportunity Fund, LLC, and S & Co.
Environmental Sustainability Fund, LLC (together, the “SCI Funds”). The SCI Funds are not
investment companies required to register as such under the Investment Company Act of

1940. SCI reserves the right to determine, in consultation with clients, which of the SCI
Funds represent appropriate investments for its clients, and those determinations are
based upon factors such as liquidity or income needs, risk tolerance and other factors. As
such, not all of SCI’s clients participate in the SCI Funds. SCI serves as the manager of each
of the SCI Funds and charges the SCI Funds an administrative fee equal to 0.03% (i.e., three
basis points) annually for those services. In addition, because the SCI Funds pay advisory
fees to third- party managers and also incur other management and custodial expenses
associated with their ongoing operations, clients who invest in any of the SCI Funds bear a
proportionate share of these fees and expenses (in addition to the advisory fees that these
clients pay to SCI and that the SCI Funds pay to SCI).

Custodial Expenses

SCI’s clients are given a choice of qualified custodians for the assets contained in their
accounts. In most cases, SCI’s clients elect, on their own, to engage Fiduciary Trust
Company, Inc. ("FTC") as the custodian to provide them with custodial, account reporting,
trust accounting and related services. For these services, FTC charges an annual fee of
0.06% of the average asset value of each account. Regardless of whether a client engages
FTC or another custody firm, client accounts pay these fees directly to the applicable
custodian (in addition to the advisory fees paid to SCI).

SCI has an arrangement with FTC pursuant to which FTC pays for the cost of research
products and services generated by FactSet (a third party unaffiliated with each of SCI and
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Item 7 – Types of Clients

SCI generally provides investment advice to individuals (primarily high net worth
individuals), trusts, estates and charitable organizations. A substantial part of SCI’s

business involves providing investment advice to trustees of revocable and irrevocable
trusts to assist in the investment of trust assets, many of which trusts are invested in the
SCI Funds described in Item 8 of which SCI is the sole manager.