W. H. Reaves & Co., Inc.
Fee Information

For Investment Advisory clients, W. H. Reaves & Co., Inc (“WHR”) has the contractual
authority and responsibility to formulate investment strategy, including deciding what securities
to buy and sell and in what amounts, in accordance with agreed upon client objectives.
From time to time clients may initiate trades or maintain security positions in their accounts
that are not proposed by our firm (“non-discretionary” transactions).

In general, advisory fees are charged quarterly, in arrears, at the end of each calendar quarter,
unless otherwise specified in the client’s advisory contract. Fees are normally based on the total
market value of the account as of the close of business on the last business day of each calendar
quarter, payable upon receipt of an invoice, which is usually mailed to clients within two weeks
of each quarter end. Some account fees, based on individual contractual agreements, are charged
in advance at the start of each billing period (monthly or quarterly).

Advisory fees paid to Reaves may not represent all the expenses incurred by the client as these
may be contingent upon the clients’ brokerage and/or custodial relationships.

For periods of less than a full calendar quarter, the advisory fee will be adjusted to reflect only the
number of days during the quarter for which the account was under management. The advisory
fee will also be adjusted to reflect any material additions to, or withdrawals from, the account. The
adjustment is based on the number of days during the quarter the amount of the addition or
withdrawal was under management, using the lowest applicable marginal rate(s).

There are no minimum fee requirements.

Advisory fees may vary depending upon the nature of the client and its investment account.
W. H. Reaves & Co.’s account minimums are $5,000,000 for institutional clients and $1,000,000
for individuals. The Firm reserves the right to waive these minimums. WHR also manages
some accounts on a discretionary only basis.

The standard advisory fee schedules, which are negotiable, are set forth below:

Long Term Value Strategy Fees (Negotiable)
Annually	Quarterly	For Accounts Valued Up to $75,000,000
1.000%	0.2500%	On the first $2,000,000
0.750%	0.1875%	On the next $3,000,000
0.500%	0.1250%	On the next $70,000,000
Annually	Quarterly	For Accounts Valued In Excess of $75,000,000
0.500%	0.1250%	On the first $200,000,000
0.300%	0.0750%	On any amount thereafter

If a client has established, or at a future date establishes, additional segregated account(s)
with WHR creating a group of accounts, the advisory fee for the original account, as well
as the additional account(s), will be based on the aggregate value of the group in accordance
with the provisions stated above. This computation will afford all accounts in the group the
benefit of the lowest applicable marginal fee rate.

Dividend Capture Strategy Fees (Negotiable)
Annually	Quarterly	For Accounts Valued Up to $75,000,000
0.450%	0.1125%	On the first $75,000,000
Negotiable		On any amount thereafter

The Dividend Capture fee schedule also provides for incentive fee provisions which, may be
negotiated subsequent to the establishment of the account, as an addition to the base
investment advisory fee.

Yield Plus Strategy Fees (Negotiable)
Annually	Quarterly
1.250%	0.3125%

The Yield Plus Strategy allows for Incentive fee provisions to be negotiated at or subsequent
to an account being established as an addition to the base investment advisory fee.  No such
incentive fee arrangements are currently in place. The Yield Plus Strategy is currently offered
only thru one sub-advisory relationship.

A client may terminate an investment advisory contract at any time by giving WHR written
notice of such termination, subject to the terms of the contract then in effect.

In the case of a client that pays investment advisory fees in advance and terminates the
investment advisory contract prior to the completion of a calendar quarter, a refund will be
sent to the client within ten business days of the date of termination. The refund, based
on the prorated fee, will reflect the number of calendar days from the effective date of
termination up to and including the last day of the quarterly period.  Refunds are also
subject to each investment advisory agreement then in effect.

In the regular and ordinary course of its business as a registered broker/dealer, WHR
regularly effects transactions in equity securities for its investment advisory clients. 
Such transactions are done on an agency basis only. Except for registered investment
companies, which are charged a maximum commission rate of $0.07 per share, usually,
the maximum commission is 50% of the minimum commission rates that were in effect
immediately prior to the institution of fully negotiated rates on May 1, 1975. Generally,
an additional commission limitation of $0.10 per share applies to clients that (i) established
accounts prior to December 31, 1991 or (ii) have an account value in excess of $5,000,000.
For an account valued in excess of $200,000,000 the additional commission limitation is
$0.06 per share.

WHR also maintains sub-advisory relationships with other investment advisors.
Many of these accounts are held with third-party custodians or with the advisors.
WHR may also acts as broker for these accounts at a commission rate not to exceed
$0.07/share (some accounts are fee based only and do not pay any commissions).

The minimum size for these “sub-advisory” accounts ranges from $100,000 to $250,000.
Advisory fees for these sub-advisory accounts are negotiable but generally do not
exceed 60bp annually (WHR’s portion of any fees collected).

In addition, WHR participates in Network programs with dual contract agreements. 
These clients execute agreements with the Network program sponsor as well as directly
with WHR. The accounts are held with third-party custodians. WHR’s fees for
accounts in these programs are negotiable but generally do not exceed 70bp annually.
The minimum size for these accounts is a value of $100,000.

The Firm also participates in arrangements generically known as “Wrap Fee Programs”
with several investment and/or brokerage firms (the “Wrap Sponsors”). In these programs
the Wrap Sponsor may impose a single charge for a variety of services that may include
a combination of some of the following: investment consulting, custodial services, trading,
and portfolio management services from WHR, as well as other investment advisors,
exclusive of fees and transfer taxes mandated by law.

Fees are established by the Wrap Sponsor with a portion of the advisory fees (normally
50-70bps) remitted to W.H. Reaves & Co., Inc.

Additional information about W.H. Reaves & Co., Inc. may be found in the ADV Part II,
which is available upon request.