Birch Capital Management LLC

Item 5 – Fees and Compensation

Our fees are negotiated and are levied on a percentage of assets under management basis,
or on an hourly fee basis. The fees are negotiated on a case-by-case basis and will vary. Fees
are charged by account. Compensation is payable quarterly in arrears based on average daily
market values (when available) after services have been provided and are not refundable.

PERCENTAGE OF ASSETS UNDER MANAGEMENT:
The standard annual advisory fees payable to us is based on a tiered fee schedule that is
levied as follows:

                          Assets Under Management       Annual Fee
                                First $5,000,000          1.00%
                           $5,000,001 to $10,000,000      0.75%
                               Over $10,000,000           0.50%

Portfolio Management fees will be directly deducted from client accounts at the custodian
quarterly in arrears based upon the unaccrued average daily value (when available) of the
account(s) during the previous quarter within thirty (30) days following the end of the
quarter. Fees for accounts opened mid-quarter will be assessed on a pro-rata basis based
upon the number of days in the calendar quarter as of the date the assets were received, or
management agreement was enacted. If average daily values for initial periods are not
available, then beginning and end of period values or month end values or some reasonable
proxy can be utilized.

Quarterly fees are calculated by multiplying the average assets under management market
value by the relevant percent fee and dividing such product by four (4). The aggregate value
of accounts can include the initial investment amount of non-discretionary limited
partnership investments that the advisor recommends to the client.

In certain circumstances clients may use a separate cash account for storing short-term
funds. A fee of 0.25% may be charged on these portfolios as agreed upon between client and
Advisor and calculated in a similar way as described above (without tiers). This cash account
would not be aggregated with other longer-term investment portfolios in the tiered
calculation described above but would be charged on a standalone basis apart from other
assets.

HOURLY RATES:
Our hourly rate is $350.00 per hour.

FEES WILL BE PAID AND REPORTED AS FOLLOWS:
Fees will be directly deducted from your account quarterly in arrears from your account(s)
following the end of the quarter. We may send the qualified custodian notice of the amount
of the fee to be deducted from your account or the custodian may calculate the fee.

The custodian will send to you a monthly or quarterly account statement that shows the
amount of our advisory fee. The specific value of your assets at period end, and the specific
amount of the fee deducted. We shall provide written documentation reasonably supporting
the determination of the investment advisor fees, upon request. Statements should be
received from the custodian no less than quarterly. If statements are not received, contact us
immediately.

Cash Balances

Some of your assets may be held as cash and remain uninvested. Holding a portion of your
assets in cash and cash alternatives, i.e., money market fund shares, may be based on your
desire to have an allocation to cash as an asset class, to support a phased market entrance

strategy, to facilitate transaction execution, to have available funds for withdrawal needs or to
pay fees or to provide for asset protection during periods of volatile market conditions. Your
cash and cash equivalents will be subject to our investment advisory fees unless otherwise
agreed upon. You may experience negative performance on the cash portion of your
portfolio if the investment advisory fees charged are higher than the returns you receive from
your cash.

Retirement Plan Rollover Recommendations
As part of our investment advisory services to our clients, we may recommend that clients
roll assets from their employer’s retirement plan, such as a 401(k), 457, or ERISA 403(b)
account (collectively, a “Plan Account”), to an individual retirement account, such as a
SIMPLE IRA, SEP IRA, Traditional IRA, or Roth IRA (collectively, an “IRA Account”) that we will
advise on the client’s behalf. We may also recommend rollovers from IRA Accounts to Plan
Accounts, from Plan Accounts to Plan Accounts, and from IRA Accounts to IRA Accounts.

If the client elects to roll the assets to an IRA that is subject to our advisement, we will charge
the client an asset-based fee as set forth in the advisory agreement the client executed with
our firm. This creates a conflict of interest because it creates a financial incentive for our firm
to recommend the rollover to the client (i.e., receipt of additional fee-based compensation).
Clients are under no obligation, contractually or otherwise, to complete the rollover.
Moreover, if clients do complete the rollover, clients are under no obligation to have the
assets in an IRA advised on by our firm. Due to the foregoing conflict of interest, when we
make rollover recommendations, we operate under a special rule that requires us to act in
our clients’ best interests and not put our interests ahead of our clients.’

Under this special rule’s provisions, we must:

   •    meet a professional standard of care when making investment recommendations
        (give prudent advice);
   •    never put our financial interests ahead of our clients’ when making recommendations
        (give loyal advice);
   •    avoid misleading statements about conflicts of interest, fees, and investments;
   •    follow policies and procedures designed to ensure that we give advice that is in our
        clients’ best interests;
   •    charge no more than a reasonable fee for our services; and
   •    give clients basic information about conflicts of interest.

Many employers permit former employees to keep their retirement assets in their company
...

Item 7 – Types of Clients

Our clients consist of individuals, high net worth individuals, trusts, foundations, and a
corporation.

CONDITIONS FOR ACCOUNT MANAGEMENT:
The account relationship minimum is $5,000,000 but we may accept smaller accounts at our
discretion.