Stack Financial Management Inc

Item 5 Fees and Compensation
    The client can determine to engage Stack Financial Management to provide discretionary investment
    advisory services on a fee-only basis.

    If a client determines to engage SFM to provide investment advisory services, our annual investment
    advisory fee shall be based upon a percentage (%) of the market value of assets placed under SFM’s
    management as follows:

    	                    Total Value of Account(s)	                    Annual Fee
    	                    Less than $1,250,000 	                            1.20%
    	                    $1,250,000 - $2,999,999 	                         1.00%
    	                    $3,000,000 - $4,999,999 	                         0.85%
    	                    $5,000,000 - $10,000,000 	                        0.75%
    	                    A tiered fee structure applies for accounts over $10,000,000 – please call

    Fees are calculated based on the total value of all related accounts (based on immediate family or household
    relationship) under management for an individual client. If an account is established above a particular
    fee schedule breakpoint or appreciates above a breakpoint to receive a lower management fee, then that
    lower fee shall apply even if the account drops below the breakpoint, unless the reduction in assets under
    management is primarily due to withdrawals.

    SFM’s account minimum asset level for investment advisory services is $750,000, except as noted in
    Item 7 below.

    Fee and Minimum Account Differentials
    Although we price our advisory services based upon the client’s assets under management as stated above,
    SFM, in its discretion, may charge a lesser investment advisory fee, charge a flat fee, waive its minimum
    asset requirement, waive its fee entirely, or charge a fee on a different interval, 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, complexity of the engagement, anticipated
    services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts,
    competition, negotiations with client, etc.). As a result of the above, similarly situated clients could pay
    different fees. In addition, similar advisory services may be available from other investment advisers for
    similar or lower fees.

    Form ADV Part 2A                                                                      SFM
                                                                                          STACK FINANCIAL MANAGEMENT

    Cash Positions
    SFM continues to treat cash as an asset class. As such, unless determined to the contrary by SFM, all cash
    positions (money market funds, etc.) shall continue to be included as part of assets under management
    for purposes of calculating SFM’s advisory fee. At any specific point in time, depending upon perceived
    or anticipated market conditions/events (there being no guarantee that such anticipated market
    conditions/events will occur), SFM may maintain cash positions for defensive purposes. In addition, while
    assets are maintained in cash, such amounts could miss market advances. Depending upon current yields,
    SFM’s advisory fee could exceed the interest paid by the client’s money market fund.

    Stack Financial Management may choose, at its exclusive discretion, to waive  a portion of the
    quarterly  investment advisory fee for any billing period in which an average  of forty percent (40%)  or
    more of our total assets under management is held in or allocated to cash or cash-equivalent investments
    such as Treasury bills or money market funds.  Any percentage waiver shall apply equally to each account
    managed by SFM.

    Billing Practices
    Stack Financial Management’s annual investment advisory fee shall be prorated and billed quarterly, in
    advance, based upon the market value of the assets on the last business day of the previous quarter. For
    new clients, unless otherwise specified, the initial quarterly fee is due beginning with the first full quarter
    following acceptance of the Investment Advisory Agreement and establishment of the account. Clients may
    elect to have our advisory fees deducted from their custodial account. Both SFM’s Investment Advisory
    Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the
    amount of our investment advisory fee and to directly remit that management fee to SFM in compliance
    with regulatory procedures. In the limited event that SFM bills the client directly, payment is due upon
    receipt of our invoice.

    Custodian Charges and Other Fees or Expenses
    As discussed in Item 12 below, when requested to recommend a broker-dealer/custodian for client
    accounts, Stack Financial Management recommends that Charles Schwab & Co., Inc. (“Schwab”) serve
    as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab
    may charge brokerage commissions, transaction, and/or other type fees for effecting certain securities
    transactions (e.g., transaction fees for certain no-load mutual funds). The types of securities for which
    transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ
    depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently
    charge fees on individual equity transactions, others do). These fees/charges are in addition to SFM’s
    investment advisory fee described above. SFM does not receive any portion of these fees/charges. The
    broker-dealer/custodian may also charge a fee for special client requested services such as wire transfers,
    overnight mail, etc.
...

Item 7 Types of Clients
    Stack Financial Management provides investment advisory services to individuals, pension and
    profit-sharing plans, business entities, trusts, estates, and charitable organizations. In addition, SFM may
    agree to serve as a sub-adviser for similar clients of another adviser pursuant to a Sub-Advisory Agreement.

    Stack Financial Management generally requires a $750,000 minimum asset level in a single account for
    investment advisory services, or $1,000,000 in two accounts provided neither account is less than $250,000.
    Existing clients may open additional related accounts, based on family or household relationship, with a
    minimum asset level of $250,000 each.