Waters Parkerson & Co LLC

Item 5           Fees and Compensation

   A. The client can determine to engage the Registrant to provide discretionary and/or non-
      discretionary investment advisory services on a fee-only basis.

         INVESTMENT ADVISORY SERVICES
         If a client determines to engage the Registrant to provide discretionary and/or non-
         discretionary investment advisory services on a fee-only basis, the Registrant’s annual
         investment advisory fee shall be based upon a percentage (%) of the market value and type
         of assets placed under the Registrant’s management (between negotiable and 1.00%) as
         follows:

                 Market Value of Portfolio           % of Assets
                 Initial $1,000,000                      1.00%
                 From $1,000,000 to $5,000,000           0.75%
                 Amounts over $5,000,000                 0.50%

         *The above fee schedule is subject to a minimum annual fee of $10,000--see disclosure
         below.

   B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial
      account. Both Registrant's Investment Advisory Agreement and the custodial/clearing
      agreement may authorize the custodian to debit the account for the amount of the

    Registrant's investment advisory fee and to directly remit that management fee to the
    Registrant. In the limited event that the Registrant bills the client directly, payment is due
    upon receipt of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients
    quarterly or monthly in arrears, based upon the market value of the assets on the last
    business day of the previous quarter or month, as the case may be.

C. As discussed at Items 4 above and 12 below, when requested to recommend a broker-
   dealer/custodian for client accounts, Registrant generally recommends that Schwab serve
   as the broker-dealer/custodian for client investment management assets. Broker-dealers
   such as Schwab charge brokerage commissions, transaction, and/or other types of fees for
   effecting certain types of securities transactions (i.e., including transaction fees for certain
   mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.).
   The types of securities for which transaction fees, commissions, and/or other types of 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. Please Note: there can be no assurance
    that Schwab will not change its transaction fee pricing in the future. When beneficial to the
    client, individual fixed-income and/or equity transactions may be effected through broker-
    dealers with whom Registrant and/or the client have entered into arrangements for prime
    brokerage clearing services, including effecting certain client transactions through other
    SEC registered and FINRA member broker-dealers (in which event, the client generally
    will incur both the transaction fee charged by the executing broker-dealer and a “trade-
    away” fee charged by Schwab). These fees/charges are in addition to Registrant’s
    investment advisory fee at Item 5 below. Registrant does not receive any portion of these
    fees/charges.

D. Registrant's annual investment advisory fee shall be prorated and paid quarterly or
   monthly, in arrears, based upon the market value of the assets on the last business day of
   the previous quarter or month, as the case may be. The Registrant generally requires an
   annual minimum fee of $10,000 for investment advisory services. The Registrant, in its
   sole discretion, may charge a lesser investment advisory fee, charge a flat fee, 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.).
   Please Note: As result of the above, similarly situated clients could pay different fees.
   Please Also Note: In the event that the client is subject to an annual minimum fee, the
   client could pay a higher percentage fee than referenced above.

    The Investment Advisory Agreement between the Registrant and the client will continue in
    effect until terminated by either party by written notice in accordance with the terms of the
    Investment Advisory Agreement. Upon termination, a pro-rated portion of the earned but
    unpaid advisory fee shall be due.

E. Neither the Registrant, nor its representatives accept compensation from the sale of
   securities or other investment products.

Item 7           Types of Clients

         The Registrant’s clients generally include individuals, business entities, trusts, estates and
         charitable organizations.