Vanderbilt Avenue Asset Management LLC

Fees and Compensation

  Description
  VAAM’s fees may vary with each of its clients. Higher or lower fees than
  those shown on the schedules below may be negotiated. Also, fees for
  special services or reports may be negotiated on an individual basis. VAAM’s
  basic annual fee schedules are as follows:
        Active International/Global Fixed Income:
        .60% on the first $10 million
        .40% on the balance
        Negotiable

                    Vanderbilt Avenue Asset Management

Active Domestic Fixed Income:
.50% on the first $10 million
.40% on the next $15 million
.30% on the next $75 million
.20% on the next $100 million
.15% on the balance
Negotiable

Short Duration Bond Management:
.40% on the first $10 million
.25% on the balance
Negotiable

Immunization or Dedication
.25% on the first $10 million
.20% on the next $15 million
.15% on the balance
Negotiable

Domestic Index Bond or Equity Portfolios:
.08% on the first $10 million
.05% on the next $50 million
.04% on the balance
Negotiable

Domestic Equity and Balanced Account Management:
.75% on the first $10 million
.60% on the next $15 million
.50% on the next $25 million
Negotiable

Index Plus Yield Factor:
.15% on the first $50 million
.10% on the next $50 million
.05% on the balance
Negotiable

Asset Allocation Advisory:
Negotiable

Cash Management (non-discretionary):
Negotiable

           Vanderbilt Avenue Asset Management

   Fee Billing
   Discretionary clients’ assets under management or supervision generally will
   be valued at the end of each calendar quarter based on statements from the
   applicable custodian. VAAM’s fees are billed quarterly in arrears.

   Client assets awaiting investment/reinvestment will typically be held in the
   applicable custodian’s sweep account which, depending upon the terms of
   the custodian agreement, may involve separate administrative and/or
   management fees which fees may be payable to the custodian. On occasion
   VAAM will purchase or sell ETFs for clients. ETFs offer the advantage of
   efficient access to various sectors of the market, diversification and liquidity.
   ETFs however levy fees that are separate from the VAAM management fee.

   Termination of Agreement
   Although the Investment Management Agreement is an ongoing agreement,
   the length of service to the client is at the client’s discretion. The client or the
   investment manager may terminate an Agreement by prior written notice to
   the other party. At termination, fees will be billed on a pro rata basis for the
   portion of the quarter completed plus the required termination notice period as
   defined in the investment management agreement. The portfolio value, as
   determined by the custodian, at the completion of the prior full billing quarter
   is used as the basis for the fee computation.

Types of Clients

   VAAM may provide investment advice to individuals, banks or thrift
   institutions, pension and profit sharing plans, trusts, estates, or charitable
   organizations, corporations or business entities, insurance companies, or
   governments and government agencies.

                      Vanderbilt Avenue Asset Management

Methods of Analysis, Investment Strategies and Risk of Loss