Ashford Advisors LLC

Item 5         Fees and Compensation

AAP Fee

We bill clients for participation in AAP in one of the ways listed below.

       1. Percentage of Assets Under Management / Monitoring

       The annual fee will be charged as a percentage of assets under management / monitoring at a
       rate of 0.40%.

       Ashford generally requires a minimum family relationship of $10,000,000 for AAP.

       Clients will be invoiced in advance at the beginning of each fiscal quarter based upon the value
       (market value or fair market value in the absence of market value) of a client's account at the
       beginning of each fiscal quarter. We recommend that clients authorize the payment of our fees
       from accounts we manage but clients can select other payment methods, as well. Ashford will
       bill these clients quarterly in advance.

       2. Fixed Fee

       For certain clients that primarily utilize Ashford's non-investment management services,
       Ashford may contract on a fixed fee basis. Fixed fees vary based upon the nature and
       complexity of each client's circumstances and the services to be provided by Ashford. Ashford
       will bill fixed fee clients quarterly in advance.

3. Performance-Based Fees

Ashford may charge a performance fee in lieu of a percentage of assets fee in connection with
venture capital, private equity and other hard to value investments. The performance fee charged
for Ashford's services is determined solely by the performance of each individual investment
and/or fund in which the client invests. The performance fee is 10% of the cash and the fair
market value of assets distributed to the client by each individual investment and/or fund after
the client has received an amount from each such investment/fund equal to the client's
cumulative cash investment (including management fees paid) in such investment/fund. In
determining the value of assets distributed in-kind, the valuation provided by the fund is used.
Each investment/fund is separately feed and losses in one investment/fund do not offset gains in
other investments/funds. Performance fees are only collected upon the written authorization of
the client. The performance fee paid to Ashford is separate and distinct from the fees and
expenses charged by the investment funds which are described in each fund's disclosure or
offering material, which may include a management fee and a performance fee.

A performance fee relationship may be canceled at any time, by either party, for any reason
upon receipt of 30 days written notice. Upon termination, the parties will determine the current
fair market value of the investments/funds covered by the performance fee agreement and
Ashford will be entitled to receive its performance fee as of the date of termination.

To qualify for this service, a client must have investment assets of at least $10,000,000 at the
inception of the relationship. The performance-based fee may create an incentive for Ashford to
recommend investments which may be riskier or more speculative than those which would be
recommended under a different fee arrangement.

The client must understand the proposed method of compensation and its risks prior to entering
into the contract. Accordingly, clients paying performance-based fees are directed to the
"Performance-Based Fees" section (Item 6) below for more comprehensive disclosures,
including potential conflicts of interest resulting from this type of compensation.

PERFORMANCE-BASED FEES WILL ONLY BE CHARGED IN ACCORDANCE WITH
THE PROVISIONS OF REG. 205-3 OF THE INVESTMENT ADVISERS ACT OF 1940
AND/OR APPLICABLE STATE REGULATIONS. THE FEES WILL NOT BE OFFERED TO
ANY CLIENT RESIDING IN A STATE IN WHICH SUCH FEES ARE PROHIBITED.

4. Carried Interest

For certain clients, Ashford receives a carried equitable interest in a particular limited liability
company ("LLC") in lieu of a performance-based fee. This arrangement is similar to a
performance fee arrangement. Ashford currently has four such relationships. Under such
arrangements, Ashford will not be an expressed or implied manager of the LLC. Rather,
Ashford will provide advisory recommendations to the manager(s) of the LLC, who will
exercise sole discretion in implementing any Ashford recommendations. Ashford may also enter
into an investment management agreement with these LLCs regarding marketable investments.
The LLC's individual assets are charged a fee either under the carried interest formula or the
investment management agreement, not both.

        Distributions from the LLC shall only be made to the extent that the LLC has cash and/or other
        property which in the mutual opinion of its manager(s) and Ashford are in excess of the assets
        needed for the continued operation and maintenance of the LLC, provided that the manager(s)
        shall use their best efforts to distribute, on or before April 1st of each year, cash equal to at least
        45% of the federal taxable income allocated, for federal income tax purposes, to Ashford and
        each Member of the LLC for the preceding calendar year.

        Except as described below, the LLC's manager(s) will make any distributions to the Members of
        the LLC in accordance with each Member's pro rata share at such times and in such amounts as
        the manager(s), with the prior consent of Ashford, in their sole discretion, deem appropriate.

        With respect to each such LLC, Ashford's equitable interest shall entitle it to receive 10% of the
        cash and fair market value of the assets distributed by the LLC for each individual investment
        and/or fund after the other Members of the LLC have been allocated an amount equal to their
        cash investment in such individual investment and/or fund. Currently, Ashford has a carried
        interest, as a Member, in four different LLCs. Ashford has established reasonable policies and
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Item 7          Types of Clients
Ashford Advisors, LLC provides advisory services to the following types of clients:

•    High net worth individuals (including trusts created by them or for their benefit, individual
     retirement accounts and profit-sharing plans)

•    Charitable organizations established by our clients

•    Corporations or other entities in which clients have a controlling interest

Ashford generally requires a minimum family relationship of $10,000,000.