Wulff Hansen & Co

Item 5 – Fees and Compensation
When we provide continuous investment management or supervisory services we are
compensated by an asset-based fee. When our services are limited to providing investment
advice or consultation in specific non-recurring situations where ongoing advice or
supervision are not required by the client, we will generally charge an hourly or a fixed-rate
fee for the particular task completed. Such fees are determined by the nature of the task
involved.

                                             Percent (Annual)        Net Asset Value
         Basic asset-based fees appear at
         right. Fees are billed quarterly in 1.25     Of the first   $500,000
         advance and are refundable
                                             1.00     Of the next    $750,000
         upon cancellation on a pro-rata
         basis in accordance with terms 0.75          Of the next    $2,750,000
         of the advisory contract.
                                             0.50     Above          $4,000,000

Fees are generally not negotiable except in unusual circumstances. Such circumstances can
occur when a client is a non-profit entity where the firm or its employees have a special
interest in supporting its work and thus want to offer it a discount. Clients with significant
assets in multiple accounts under the same or similar ownership may initiate negotiations
for account values to be combined for billing purposes, but we may or may not agree to such
an arrangement. Whether we are willing to do this will depend on the size of the combined
accounts, other business relationships with the client, the nature and longevity of our
relationship with the client, and on other facts and circumstances pertaining to the particular
situation. A non-contractual discount may, in our discretion, be offered, but not negotiated
for, where special circumstances make such an offer appropriate during a period during
which the special circumstances prevail. Examples might include, but are not limited to, a
portfolio whose objective severely constrains the amount of management required (such as
one where substantially all positions are inherently restricted to high-grade short- term debt
securities, or where a client chooses to make many of the investment decisions himself),
during a transition period for a new client, where a personal or family relationship exists with
an employee, or where a long-time client encounters temporary financial difficulty. Should
the unusual circumstances leading us to offer the discount cease to exist, or if we should no
longer be willing to offer it, the fee would revert to the contractual rate. In compliance with
CCR Sec. 260.238, we are required to advise you that lower fees for investment management
services may be available from other sources.

The specific manner in which our fees are charged is established in a client’s written
agreement with us. We will generally bill fees on a quarterly basis in advance. Clients can
elect to be billed directly for fees each quarter or to authorize us to directly debit fees from
client accounts on a quarterly basis. Management fees are not prorated for each capital
contribution and withdrawal made during the applicable calendar quarter; they are
calculated based on the assets in the account at quarter-end. This means that a client who
withdraws a substantial portion of his account early in the quarter has paid fees on the assets
which have been withdrawn and thus will have spent more, as a percentage of the remaining
assets, than would one who made no withdrawals or who delayed withdrawals until the end
of the quarter. Conversely, a client who deposits a substantial amount shortly after a quarter
begins will receive our management services on the deposited amount despite the fact that
he or she has not paid any fees for those additional services for that quarter. Accounts
initiated or terminated during a calendar quarter will be charged a prorated fee, although if
the account is initiated late in the quarter we may, in our sole discretion, choose to waive
some or all fees for that initial period. Upon termination of any account, any prepaid,
unearned fees will be promptly refunded, and any earned, unpaid fees will be due and
payable. No specific action on the client’s part is required to arrange such a refund.

Our fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which are incurred by the client in his managed account. Clients may incur
certain charges imposed by custodians, brokers, and other third parties such as commissions,
fees charged by third-party managers, custodial fees, deferred sales charges on certain
securities, odd-lot differentials, transfer taxes, ADR fees, wire transfer and electronic fund
fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual
funds and exchange traded funds also charge internal management fees and expenses, which
are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of
and in addition to our fee, and we do not receive any portion of these commissions, fees, and
costs should they exist. However, their existence means that when we invest in such
securities clients will in effect be paying more for management than when investing in
securities without such expenses.

Item 12 further describes the factors that we consider if we recommend broker-dealers to
provide service to our clients and in determining the reasonableness of their compensation
(e.g., commissions).

Item 7 – Types of Clients

Wulff Capital Management offers portfolio management services to individuals, high net
worth individuals, pension and profit-sharing plans, trusts, estates, and charitable
institutions, foundations, endowments, and private investment and other entities. While we
have no fixed minimum account size or requirement, it would be uncommon for us to accept
a client relationship expected to involve less than $250,000.