SKBA Capital Management LLC

Item 5: Fees and Compensation

Description
SKBA is compensated for our advisory services and for providing model portfolios by receiving fees from
the client. For advisory services, the basic fee schedule is based upon a percentage of the client’s assets
under management. If a client directs SKBA to make a specific investment in their account (including an
investment in equity or bond mutual funds), SKBA will deduct the value of those non-discretionary or
unsupervised assets when calculating fees. While fees are negotiable, they generally will not exceed 1%
of the market value of the portfolio per year. The determination of the fees will be based on the type and
size of the account, as well as breakpoints established for the reduction of fees in relation to the
increasing size of the account, as described below. For model portfolios, SKBA is compensated by the
unaffiliated investment adviser, based upon the amount of the assets invested in the product, as
described below:

Fee Schedule
The Annual Fee Schedule for Equity Accounts

 For accounts up to $25 million        1.00% on the first $2 million
                                       0.85% on the next $3 million
                                       0.50% on the next $20 million

 For accounts over $25 million         0.50% on the first $25 million
                                       0.35% on the next $25 million
                                       0.30% on the next $25 million
                                       0.25% on the next $25 million
 For accounts over $100 million        0.33% on the first $100 million
                                       0.25% on the next $50 million
                                       0.20% on the next $100 million
                                       0.15% on the next $100 million

The Annual Fee Schedule for fixed income accounts

 For accounts up to $25 million      0.30% on the first $3 million
                                     0.25% on the next $12 million
                                     0.20% on the next $10 million
 For accounts over $25 million       0.20% on the first $25 million
                                     0.15% on the next $75 million

The Annual Fee Schedule for Model Portfolios
For these services, SKBA is compensated by the unaffiliated investment adviser. Although fees are
negotiable and depend upon the specific agreement with the unaffiliated investment adviser, fees for
these services typically range from 0.25% to 0.40% of the assets invested in the product.

Fee Billing and Direct Debit of Fees
Fees are generally payable quarterly in arrears; however, clients may choose to be billed quarterly in
advance. The client may also select whether to have SKBA invoice them for fees earned or to deduct the
fees from the account assets. The timing and method of the payment of fees is part of the negotiating
process. If a client contributes capital or withdraws assets from the account, equal to or greater than
fifteen percent (15%) of the account’s market value as of the previous month-end date, on a date other
than the first day of a calendar quarter for a contribution or the last day of a calendar quarter for a
withdrawal, the account will be charged a pro-rated portion of the fees for that calendar quarter. Our

standard investment management agreement provides that it may be terminated by either party by
written notice.

For those accounts that pay quarterly in arrears, any earned, unpaid fees will be due and payable at the
time the account is closed. The amount of fees will be based on the account value on the date the
advisory relationship is terminated. The fee will be pro-rated for the number of days in the quarter the
account was open, although SKBA reserves the right to negotiate with the client other methods of
determining the final account valuation method.

For those accounts that pay quarterly in advance, fees will be reimbursed to the client on a pro-rata basis
for the number of days in the quarter the account was not under management. For model portfolios
SKBA does not bill the unaffiliated investment adviser. Each license agreement determines how the fees
are accrued and SKBA is paid directly by the unaffiliated investment adviser.

In the event that SKBA is the investment adviser to a mutual fund that our clients invest in, we will waive
the portion of our standard separate account advisory fee for the client assets invested in that mutual
fund. Clients would still pay the mutual fund’s advisory fee on their assets invested in that mutual fund
(see Other Fees, below).

Other Fees
In connection with SKBA’s advisory services, clients may incur and are responsible for the fees and

expenses charged by their custodians and imposed by broker-dealers. Such fees may include, but are
not limited to, custodial fees, transaction costs, fees for duplicate statements and transaction

confirmations, brokerage commissions, mutual fund expenses and fees for electronic data feeds and
reports. Holdings in a client's account may include mutual funds and exchange traded funds (“ETFs”). All

fees paid to us for investment advisory services are separate and distinct from the fees and expenses

charged by these funds to their shareholders. These fees and expenses are disclosed in each fund's
prospectus. These fees will generally include a management fee, other fund expenses, and a possible
distribution fee. Such charges, fees and commissions are exclusive of and in addition to our fee. We do

not receive any portion of these commissions, fees and costs. While we typically recommend no-load
funds, if the fund also imposes a sales charge, a client may pay an initial or deferred sales charge. A
client could invest in a mutual fund directly, without the service of SKBA. In that case, the client would not
receive the services provided by us which are designed, among other things, to assist the client in
...

Item 7: Types of Clients

Description
SKBA manages assets for individuals, high net worth individuals, pension and profit sharing plans,
corporations, state or municipal government entities and mutual funds. SKBA also has contracted with
unaffiliated investment advisers to provide one or more model portfolios for individual asset classes.

Account Minimums
The minimum asset size for a new equity account is $1 million. The minimum asset size for a new fixed
income account is $3 million. SKBA may waive these minimums at its sole discretion.

The minimum initial investment for investing in the Baywood ValuePlus Fund and the Baywood
SociallyResponsible Fund is $5,000.