Shaker Financial Services LLC

Fees and Compensation
Fee Structure

        Asset-based management fees are charged quarterly in advance, as agreed to with the client, based
on a percentage of the client's assets under management at the beginning of the calendar quarter and are not
negotiable. For a new client account, compensation is based on the value of stock and cash initially
contributed to or transferred to the account. The fee schedule for new accounts is:

                        Assets Under Management:                         Annual Fee:

                            Less Than $1,000,000                            1.50%
                           $1,000,001 - $3,000,000                          1.30%
                           $3,000,001-$5,000,000                            1.10%
                           $5,000,001+                                      1.00%

        Fees are based on the market value of the client’s account at the start of the client's billing period,
net of margin. SFS also reserves the right to group together clients in computing this value (if, for
example, an extended family is investing with us). For purposes of calculating the appropriate fee level
only, “assets under management” refers to the peak market value of all accounts owned by the client
throughout the history of the client’s investment with SFS, adjusted by subtracting subsequent withdrawals
and adding subsequent contributions.

        For new accounts, SFS charges its fees beginning on the “start date,” which is the date upon which
the bulk of assets intended to be transferred have been transferred to the account and the investment
management services have begun for that account. For that calendar quarter, fees will be adjusted pro rata
based upon the number of calendar days from the “start date” to the end of the quarter, based on the initial
value of the account on the “start date.” No fee adjustments will be made for partial withdrawals from or
additions to the client’s portfolio following the “start date.” In the event that a client terminates an account
during a given quarter, SFS will refund the appropriate pro rata portion of the prepaid fees.

         Although minimum account values and fee structures are subject to change at any time, clients are
guaranteed a fee structure no greater than when they open their accounts. SFS reserves the right to adjust
the fee schedule for accounts based upon the nature of the relationship with the client (i.e., employees of
SFS and their relatives, or relatives, or others bound by affection to existing clients based on the discretion
of the advisor). In some cases, this may result in different fees being charged for similar services and may
be less than the stated fee schedule.

       SFS’s compensation is exclusively from fees paid directly by clients. We receive no commission
based on client purchases of any financial product. No commissions in any form are accepted.

Fee Billing

         Fees will generally be deducted directly from the client's brokerage account pursuant to a written
agreement. Clients should be aware of their responsibility to verify the accuracy of the fee calculation
submitted to the custodian by SFS, as the custodian will not determine whether the fee has been properly
calculated. The client will receive from SFS a separate copy of each invoice, setting forth the basis for the
calculation. In some cases, clients may remit payments directly to SFS.

Other Fees

       Advisory fees charged by SFS are separate and distinct from commissions, margin interest
payments, reorganization fees (i.e., for voluntary rights and tender offers), and mutual fund redemption
fees. Additional fees typically charged directly to the NAV of a fund (not directly to clients) include
management fees and expenses charged by closed and open end funds. A description of these fees and
expenses is available in each fund's prospectus.

          Performance Based Fees and Side-by-Side Management
         SFS does not charge any performance fees. Some investment advisers experience conflicts of
interest in connection with the side-by-side management of accounts with different fee structures.
However, these conflicts of interest are not applicable to SFS.

Types of Clients
         SFS primarily provides customized investment management services to individuals, families and
their related entities, trusts, individual retirement accounts and small business retirement accounts, and
other legal entities. SFS’s minimum account size is generally $100,000, but this amount is negotiable
based upon extenuating circumstances.

       Methods of Analysis, Investment Strategies and Risk of Loss
Investment Strategies

         The basic investment strategy used by SFS for generating enhanced returns is best described as
“Discount Capture.” This strategy involves assessing whether a CEF’s discount is wider (undervalued) or
narrower (overvalued) than its historical average. By buying when the fund is undervalued and selling
when it is overvalued, we hope to generate an additional return (“discount capture”) in addition to the
return provided by the investments that the fund itself makes. We actively track approximately 300 CEFs
daily and compute various statistics that help us assess whether the fund is a buy candidate or a sell
candidate. We actively monitor these funds in an attempt to identify any undisciplined buying or selling or
other circumstance that makes a specific fund an attractive candidate for a transaction.

        SFS has other strategies it may employ in CEF trading. CEFs may be purchased because of
evidence that there is a likelihood of some reorganization (e.g., liquidation or open-ending) that will cause
the fund discount to narrow significantly. We track the activities of institutions (and especially those of
well-known activists) whose purchases of CEFs make the possibility of reorganization more likely. We
arbitrage CEFs following announcements of liquidations or open-endings. We also have strategies that

take advantage of tenders and rights offerings. On rare occasions, CEFs may be sold short if viewed as
overvalued in our analysis.