Toth Financial Advisory Corp

ITEM 5: Fees and Compensation
Portfolio Management Using Individual Stocks with Annual Reporting

Management of portfolios with annual reporting to be conducted with the following rate
schedule:

Brokerage and Held Away Assets Under Management (AUM)
 Up to and including $ 1,000,000                                  1.30% per annum
 Greater than        $ 1,000,000        and up to    $ 1,750,000 1.20% per annum
 Greater than        $ 1,750,000        and up to    $ 2,500,000 1.10% per annum
 Greater than        $ 2,500,000        and up to    $ 3,750,000 1.00% per annum
 Greater than        $ 3,750,000        and up to    $ 5,000,000 0.90% per annum
 Greater than        $ 5,000,000        and up to    $ 10,000,000 0.80% per annum
 Greater than        $ 10,000,000       and up to    $ 25,000,000 0.70% per annum
 Greater than        $ 25,000,000       and up to    $ 50,000,000 0.60% per annum
 Greater than        $ 50,000,000       and up to    $100,000,000 0.50% per annum
 Greater than        $100,000,000                                 0.40% per annum
The value of margined securities is included in the calculation of AUM.

Donor Advised Funds (DAF) may be included in the calculation of AUM. DAF accounts
managed by Toth Financial will be charged a management fee according to the AUM fee schedule
detailed above to a maximum of 1.00% fee on the DAF account. DAF accounts managed by
Charles Schwab will be charged a fee of 0.10%.

Portfolio Management Using Individual Stocks with Quarterly Reporting

Management of portfolios with quarterly reporting will be charged 25% more than clients who
elect Annual Reporting. The same asset under management thresholds as shown under Annual
Reporting will apply.

Each calendar quarter, the client will receive a detailed report providing portfolio analysis of the
holdings including performance data. This service is provided automatically unless the client
requests that the report be sent less frequently.

529 Plans and Employer Sponsored Retirement Plans

529 Plans, Limited Partnerships and Fixed Annuities will be charged at the annual rate of 0.10%.
Stand-alone 529 plans (without an individual stock or mutual fund portfolio) will be charged a
management fee of 1.00% per year.

Employer Sponsored Qualified Plans – Actively Managed, will incur the tiered Toth Financial
fee rate schedule as outlined above.

Employer Sponsored Qualified Plans – Passively Managed, will incur an annual fee between
0.25% and 0.75% annually, based on service level agreement. Toth Financial discretion is
authorized.

Clients who desire that Toth Financial make recommendations for their 401K accounts, held by
their employers and not directly affiliated with Toth Financial, will be charged an annual rate of
0.15% (subject to a $250 fee minimum per account).

Although Toth Financial has established flat and tiered advisory fee schedule(s), we retain the
discretion to determine the appropriate advisory fee on a client-by-client or account-by-account
basis. Certain accounts have been grandfathered with previously established fee schedules.
Discounted fees are offered to certain family members and friends of persons associated with our
firm.

Advisory clients are subject to Toth Financial’s minimum account requirements and advisory fees
in effect at the time the client entered the advisory relationship. Therefore, our minimum account
requirements and fees differ among clients.

The total assets under management will be determined when the first Portfolio Management
Contract is signed and will be updated once each year. The management fee will be prorated for
the remaining days of the initial quarter in which Toth Financial begins to manage the account.
Thereafter, the fee will be split into four calendar quarters and is due the first day of January,
April, July, and October.

During the year, if money is added to the client’s account(s) in excess of 1/10th of the total
portfolio, Toth Financial has the discretion to adjust the client’s management fee for these
additional funds. The same rate schedule for the management of the funds as the initial investment
will apply.

If the client desires to terminate the Portfolio Management Contract, he/she may do so at any
time. Termination requests must be in writing and delivered to the Toth Financial offices located
at 608 South King Street, Suite 300, Leesburg, Virginia 20175 or emailed to the portfolio manager
with a request for the manager’s acknowledgment of receipt. Toth Financial may, at its discretion,
terminate management of the client's portfolio at any time. A letter will be sent to the client via
certified mail notifying him/her that the firm's management services have been terminated. Upon
termination, any prepaid managements fees will be prorated for the remainder of the quarter and
refunded to the Client.

Other Fees

Advisory fees charged by Toth Financial are separate and distinct from fees and expenses charged
by mutual funds, which may be recommended to clients. A description of these fees and expenses
is available in each fund's prospectus. Additionally, the fees charged by Toth Financial are
exclusive of all custodial and transaction costs paid to custodians, brokers or any other third
parties. Clients should review all fees charged by Toth Financial, custodians and brokers, and
others (including but not limited to third-party sub advisers) to fully understand the total amount
of fees incurred.

Portfolio Management Services to the Toth Growth & Income Fund (for clients of the Fund
only)

Compensation received by the General Partner is generally comprised of fees based on a
percentage of assets under management and a profit allocation.

Investment Management Fee

The Fund pays a quarterly management fee to the General Partner of 0.15% of the aggregate of
each limited partner’s ending capital account balance for each quarter (0.6% per annum), payable
...

ITEM 7: Types of Clients

Toth Financial primarily provides customized investment management services to high-net-worth
individuals and associated trusts, estates, pension and profit-sharing plans, and other legal entities
and to a Fund.

Generally, the minimum dollar value of assets required to setup an investment advisory account is
$1,000,000. However, Toth Financial retains the discretion to waive the account minimum.

Clients and investors in the Fund must meet the qualified client requirements of Rule 205-3 under
the Investment Advisers Act of 1940. Toth Financial generally requires a minimum of $1,100,000
for investors in the Fund. Limited Partners are generally required to have a net worth (together,
in the case of a client that is a natural person, with assets held jointly with a spouse) of at least $2.2
million or invest at least $1,100,000 in the Fund and who meet certain additional eligibility criteria
set forth in the Fund’s subscription documents and as determined by the General Partner in its
discretion.