Simon Quick Advisors LLC

Item 5          Fees and Compensation

   A. The client can determine to engage Simon Quick to provide discretionary and/or
      non-discretionary investment advisory services.

         WEALTH MANAGEMENT SERVICES
         If a client decides to engage Simon Quick to provide discretionary and/or non-
         discretionary investment advisory services, Simon Quick’s annual investment
         advisory fee is based upon a percentage (%) of the market value or charged a fixed
         fee, and the type of assets placed under Simon Quick’s management. Fees are
         negotiated based on several factors, including but not limited to the value of assets,
         complexity, and any other special factors in Simon Quick’s sole discretion. Simon
         Quick maintains a minimum annual fee of $20,000 per annum. At its discretion,

Simon Quick will elect to reduce or waive the minimum annual fee based on the
circumstances surrounding the client relationship (e.g., a client’s status as an
existing financial planning client or employee, anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets managed, related
accounts, type of services required, account composition, and individual
negotiations). If applicable, the financial planning fee, as discussed in greater detail
below, is equal to the difference between the fee charged for assets under
management and the minimum annual fee. The fee charged depends on the amount
of assets under management and whether Simon Quick will be providing financial
planning services.

Please Note: Fee Differentials. Simon Quick will generally price our advisory
services based upon various objective and subjective factors. As a result, our clients
could pay diverse fees based upon the market value of their assets, the complexity
of the engagement, and the level and scope of the overall investment advisory
services to be rendered. As a result of these factors, similarly situated clients could
pay diverse fees, and the services to be provided to any client could be available
from other advisors at lower fees. All clients and prospective clients should be
guided accordingly. Simon Quick’s Chief Compliance Officer remains
available to address any questions regarding Fee Differentials.

Simon Quick’s annual investment advisory fee shall include investment advisory
services, and, to the extent specifically requested by the client, financial planning
and consulting services. If the client requires extraordinary planning and/or
consultation services (to be determined in the sole discretion of Simon Quick),
Simon Quick will charge for such additional services, the dollar amount of which
shall be set forth in a separate written notice to the client. Clients are permitted to
make additions to and withdrawals from their account(s) at any time. If assets are
deposited into or withdrawn from an account after the inception of a billing period,
the fee payable with respect to such assets is adjusted to reflect the interim change
in portfolio value.

Simon Quick provides Administrative and Bill-pay services, and Tax Planning and
Compliance services to certain legacy clients of WES&S. To the extent that these
clients will continue to engage Simon Quick for these services, the fees will be
included in the annual fee for Wealth Management services. For all other clients of
Simon Quick, fees for these services will be negotiated on a case-by-case basis
based on several factors including but not limited to, the value of assets,
complexity, and any other objective and/or subjective factors in Simon Quick’s sole
discretion.

INVESTMENT CONSULTING SERVICES
If a client determines to engage Simon Quick to provide Investment Consulting
services, Simon Quick’s annual investment advisory fee is based upon a percentage
(%) of the market value and type of assets placed under Simon Quick’s
management. Simon Quick maintains a minimum annual fee of $20,000 per

annum. Fees are negotiated based on several factors including but not limited to,
the value of assets, complexity, and any other special factors in Simon Quick’s sole
discretion.

AFFILIATED PRIVATE INVESTMENT FUNDS
Compensation received by Simon Quick from the affiliated funds is comprised of
fees based on a percentage of AUM from client investors.

For investors in the affiliated funds who are not clients (referred to as “external
investors”), Simon Quick generally charges a Management Fee to the capital
account of external investors ranging from 0.0% to 1%, depending on the affiliated
fund and the amount of investment. Fees are generally non-negotiable. However,
Simon Quick has discretion with respect to setting Management Fees and
determining whether to reduce, waive or calculate differently the Management Fee
with respect to investors that are affiliates, employees, partners or former partners
of Simon Quick, members of the immediate families of such persons, and trusts or
other entities for their benefit.

The affiliated funds bear their own operating expenses, including, but not limited
to, fees and expenses associated with their investment programs, e.g., for all costs,
fees and expenses incurred in connection with the purchase, sale or carrying of any
security or investment, including but not limited to, transaction costs, custodial
fees, and margin interest expenses. In addition, the affiliated funds will bear
additional expenses such as the fees and expenses of professionals retained by the
affiliated funds to advise them in connection with their investing activities, legal
expenses, internal and external accounting, audit and tax preparation expenses,
administrative expenses, interest, taxes, costs and other expenses associated with
the operation of the affiliated funds, as applicable.

In the affiliated funds, the fees charged to investors are separate and distinct from
the fees charged to the affiliated funds by the underlying private funds (fund of
...

Item 7           Types of Clients

         Simon Quick’s clients shall generally include individuals, families, pension, for-
         profit business entities, and non-profit business entities, endowments and
         foundations. Simon Quick provides investment advice and investment advisory
         services to affiliated funds, which are pooled investment vehicles that are organized
         as domestic limited partnerships, domestic limited liability companies, or offshore
         corporations. Investors in the affiliated funds include some or all the following:
         individuals; banks or thrift institutions; insurance companies; investment
         companies; pension and profit-sharing plans; trusts, estates or charitable
         organizations; and corporations or other business entities. When Simon Quick
         provides investment advice to the affiliated funds, it does so directly to the affiliated
         funds and not to the limited partners, members, or shareholders of any affiliated
         funds.

         The minimum investment in the affiliated funds varies by fund and are found in the
         private placement memorandum of each respective fund. Simon Quick, in its sole
         discretion, will reduce its investment advisory fee and/or reduce or waive its
         minimum asset requirement based upon certain criteria (i.e., anticipated future
         earning capacity, anticipated future additional assets, dollar amount of assets to be
         managed, related accounts, account composition, negotiations with client, etc.).

         Simon Quick, in its sole discretion, will modify its minimum annual fee and/or a
         charge a flat fee based upon certain criteria (i.e., anticipated future earning capacity,
         anticipated future additional assets, dollar amount of assets to be managed, related
         accounts, account composition, competition, negotiations with client, etc.). Please
         Note: As result of the above, similarly situated clients could pay different fees. In
         addition, similar advisory services are available from other investment advisors for
         similar or lower fees. ANY QUESTIONS: Simon Quick’s Chief Compliance
         Officer remains available to address any questions that a client or prospective
         client has regarding advisory fees.