Seizert Capital Partners LLC

ITEM 5: FEES AND COMPENSATION

Direct Compensation

        Our fee schedules vary by the type of client to whom we provide our services.

High-Net-Worth Portfolio Management Services

        Our annual management fee for separately managed accounts for High-Net-Worth clients range
from 0.25% – 0.75% of assets under management. SCP’s advisory fees are negotiable and are determined
according to a number of factors including but not limited to account size, the number of accounts,
investment strategy, and overall relationship. We do not impose a minimum annual fee.

Fee Payment:

        You agree to pay our fees as specified in the advisory agreement we have with you which may
be:

        •   On either a monthly or quarterly basis
        •   In advance or arrears of the service
        •   Through direct debiting of the fee from your custodial account, by check or ACH deposit.

         For accounts opened or closed during a calendar month or calendar quarter, you will pay us fees
for the number of days during the time period our services were provided. If you pay fees in advance of
the service, we will refund unearned and pre-paid fees through the date of termination.

        Our preference is to charge advisory fees after the service was provided (in arrears). However, at
your request we will bill our fees in advance, based on the inception value of the account and at the
beginning of each calendar month or quarter.

         Cash is considered a managed asset class and is included in your fee calculation. Clients should
be aware that there are times, such as in low-interest rate environments, when the fee that is charged on
cash or cash equivalents can exceed money market yields. Dependent on the unique circumstances of a
client, cash may be excluded from the fee calculation.

        SCP does not bill on gross account market value if there is margin involved. The balance of
margin is deducted from the market value before the fee is applied.

Investments in Funds:

        We occasionally recommend that a client invest assets in shares of the CIT, which we advise. s a
shareholder of the CIT your investment will be subject to advisory fees (and other expenses) paid by the
CIT but ultimately charged to you in accordance with the disclosures for the CIT. If you invest in the CIT

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based upon our recommendation, we will not charge our standard advisory fee on those assets because
you will pay fees in the CIT.

Direct debiting:

         We prefer you authorize us to deduct the payment of our advisory fees directly from your account
at your third party, independent and qualified custodian (bank, broker, or trust company).

        When directly debiting our fees, we send your custodian a debit request for the fees due to us for
the time period. We send you a statement that shows the fee, the assets on which the fee is based, and the
amount of the fee payable for the time period (which is the amount we request from your custodian).

Pay by Check and ACH deposit:

        We send you an actual invoice as described above under direct debiting. Payment is requested
within 30 days of the date of the invoice.

Valuations for Fee Calculation and Performance Purposes:

           You should receive, at least quarterly but generally monthly, a statement directly from your
custodian. This report will identify all holdings in your account, all debits, and credits during the period.
It is critical that you notify your custodian or SCP if you do not receive your statement directly from your
custodian.

        In addition, you may notice differences in the total value of your accounts as reported by SCP
when compared to your custodial report values. This is often due to differences in the receipt of
dividends or other account-related income and may include accrued interest due or payable. In addition,
there may be pricing differences between the values reported by your custodian and those values we
obtain through our pricing providers. We utilize, to the fullest extent possible, recognized, independent
pricing services and/or qualified custodians for timely valuation information.

        For the purposes of fee and performance calculations, we utilize our portfolio values and not your
custodians unless you direct us otherwise in writing. However, your custodian is the official record-
keeper for the capital gain and loss information you use for tax reporting. SCP’s gain/loss reports are
provided for your convenience and as a guide only.

Termination:

         As stipulated in the agreement we have with you, either party may terminate the portfolio
management agreement with 30 days’ written notice from one party to the other. Fees due and payable
will be invoiced through the date of termination; pre-paid and unearned fees are promptly (within 30
days) refunded to you. Termination policies for Institutional clients will vary by account.

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Institutional Client

For institutional clients, fees are charged by the strategy as indicated below. Fees are negotiable for each
strategy based upon a number of factors, including but not limited to Account size, potential for future
contributions, historical relationship, related accounts, reporting requirements, travel, and other variables
and investment strategy selected.

                         Equity Strategy                   Annual Fee Range
...

ITEM 7: TYPES OF CLIENTS

        As generally described in Item 5 above, we provide our discretionary portfolio management
services to the following types of clients:

        •        Individuals (other than High Net Worth)
        •        High Net-Worth Individuals
        •        Pension and profit-sharing plans
        •        Charitable organizations and endowments
        •        State or municipal governmental entities
        •        Corporations or other businesses not listed above.
        •        Collective investment trusts
        •        Other registered investment advisers

ERISA & Other Rollover Retirement Accounts: When we provide investment advice such as a rollover
recommendation to you with respect to your retirement assets, we are acting as a fiduciary within the
meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as
applicable, which are laws governing retirement accounts. The way we make money creates some
conflicts with your interests, so we operate under a special rule that requires us to act in your best interest
and not put our interest ahead of yours. We have policies and procedures in place designed to comply
with the Impartial Conduct Standards to help mitigate conflicts of interest and prioritize clients’ interests
ahead of the Firm and its employees.