Thomas Wright Asset Management Inc

Item 5. Fees and Compensation

         Investment Management Fee

         TWAM provides investment management services for an annual fee based upon a percentage of the
         market value of the assets being managed by TWAM. TWAM’s annual fee is exclusive of, and in addition
         to brokerage commissions, transaction fees and other related costs and expenses which are incurred by
         the client. TWAM does not, however, receive any portion of these commissions, fees and costs.

         TWAM’s annual fee shall be prorated and charged quarterly, in arrears, based upon the average market
         value of the assets on the last day of the previous two quarters (the opening market value and ending
         market value are added together and divided by two to determine the market value to be used for the fee
         calculation). The market value of the portfolio is not reduced by the amount of any liability the client might
         have outstanding relating to the portfolio. If a particular billing period involves less than a full quarter of
         management (such as at the inception or termination of the relationship), TWAM’s fee will be prorated
         based on the number of days the portfolio was managed.

         The annual fee varies (between 0.45% and 1.20%) depending upon the market value of the assets under
         management as follows:

                                PORTFOLIO VALUE                                       BASE FEE

                                First $1,000,000                                              1.20%
                                Next $4,000,000                                               0.90%
                                Next $15,000,000                                              0.70%
                                above $20,000,000                                             0.45%

         TWAM, in its sole discretion, can negotiate to charge a lesser management fee based upon certain
         criteria (e.g., related accounts, pre-existing client, pro bono activities, etc.).

         Additions and Withdrawals to Accounts

         Clients may make additions to and withdrawals from their account at any time, subject to TWAM’s right to
         terminate an account. Clients shall provide TWAM with at least five (5) business days’ advance notice of
         any additions to or withdrawals from its account in order to ensure that TWAM is kept informed of the
         current status of the account. Clients may withdraw account assets on notice to TWAM, subject to the
         usual and customary securities settlement procedures. However, TWAM designs its portfolios as long-
         term investments and the withdrawal of assets can impair the achievement of a client’s investment
         objectives.

         Additions can be in cash or securities provided that TWAM reserves the right to liquidate any transferred
         securities or decline to accept particular securities into a client’s account. TWAM may consult with its

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         Thomas Wright Asset Management, Inc. Disclosure Brochure

         clients about the options and ramifications of transferring securities. However, clients are advised that
         when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the
         mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications.

         Fees Charged by Financial Institutions

         As further discussed in response to Item 12 (below), TWAM recommends that clients utilize the brokerage
         and clearing services of Fidelity Institutional Wealth Services (“Fidelity”) for investment management
         accounts.

         TWAM can only implement its investment management recommendations after the client has arranged
         for and furnished TWAM with all information and authorization regarding accounts with appropriate
         financial institutions. Financial institutions include, but are not limited to, Fidelity any other broker-dealer
         recommended by TWAM, broker-dealer directed by the client, trust companies, banks etc. (collectively
         referred to herein as the “Financial Institutions”).

         Clients can incur certain charges imposed by the Financial Institutions and other third parties such as
         custodial fees, charges imposed directly by a mutual fund or ETF in the account, which shall be disclosed
         in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges,
         odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and other fees and taxes on
         brokerage accounts and securities transactions.         Additionally, for assets outside of any wrap fee
         programs, clients can incur brokerage commissions and transaction fees.             Such charges, fees and
         commissions are exclusive of and in addition to TWAM’s fee.

         The separate agreement with any Financial Institutions can authorize TWAM through the Financial
         Institutions to debit the client’s account for the amount of TWAM’s fee and to directly remit that
         management fee to TWAM. Any Financial Institutions recommended by TWAM have agreed to send a
         statement to the client, at least quarterly, indicating all amounts disbursed from the account including the
         amount of management fees paid directly to TWAM.

         Fees for Management During Partial Quarters of Service

         For any partial period of investment management services (such as the inception or termination of the
         relationship), the fees shall be prorated based on the number of days the account was managed.

         Financial Planning Fees
...

Item 7. Types of Clients
          TWAM provides its services to individuals, trusts, estates, charitable organizations, corporations and
          business entities.

          Minimum Account Size

          As a condition for starting and maintaining a relationship, TWAM imposes a minimum portfolio size of
          $1,000,000. However, TWAM, in its sole discretion, may accept clients with smaller portfolios based
          upon certain criteria (e.g. related accounts, pre-existing client and pro-bono activities).      TWAM may
          aggregate the portfolios of family members to meet the minimum portfolio size.

          TWAM engages Fidelity for prime brokerage services on behalf of its clients. When TWAM uses such
          prime brokerage services, it will purchase or sell a block of securities at a broker-dealer other than
          Fidelity, and Fidelity will settle and allocate those securities to the appropriate client accounts. To be
          eligible for these prime brokerage services, the client’s account must be custodied with Fidelity and must
          have a minimum initial and ongoing balances as determined by Fidelity.            Those clients who fail to
          maintain the required ongoing balance will not continue to be eligible for Fidelity’s prime brokerage
          services. As a result, in the event TWAM initiates a prime broker block trade that is also appropriate for
          an ineligible client’s account, the trade made on behalf of the ineligible client’s account will be made after
          the execution of the block trade made on behalf of eligible clients participating in the block trade. In such
          situations, the ineligible clients may not receive equivalent execution to the execution received by clients
          participating in the block trade.

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          Thomas Wright Asset Management, Inc. Disclosure Brochure