Bird Rock Asset Management LP

Fees and Compensation

 A. Compensation:

 The current fee schedule for actively managed retail clients is as follows:

 Up to $250,000 is 1.25%
 $251.000 - $500,000 is 1.15%
 $501,000 - $1,000.000 is 1.00%
 $1,000,000 - $2,000,000 mil is 0.95%
 $2,000,000 - $5,000,000 is 0.90%
 >$5,000,000 is 0.80%

 Clients who engaged BRAM as an investment advisor prior to the establishment of the
 current minimum fees will be held to the fee schedule in place at the time their contract
 with BRAM was signed. Fees are negotiable at BRAM’s discretion.

 All clients are eligible for fee “householding”, which will allow them to combine assets
 for a smaller fee. All accounts that BRAM manages, and charges a fee on, for
 immediate family members (spouses and children) can be aggregated to determine the
 fee percentage. For example:

           Acct #1   Husband account           $175,000
           Acct #2   Wife account              $200,000
           Acct #3   Son account               $100,000
           Acct #4   Daughter account           $75,000
                                               $550,000

In this case, the $550,000 total would be used to determine the fee percentage and the
lower fee of 1.15% would be charged for all accounts.

Clients whose assets we do not manage, but who have engaged us to discuss their
accounts only on either a one-time or intermittent basis pay an hourly fee of $250.

 B. Fee Payment:

 Typically, fees will be withdrawn from the client’s account on BRAM’s behalf by the
 client’s custodian. However, under certain circumstances, such as when BRAM
 advises on an account from which fees are not allowed to be withdrawn, the client may
 be responsible for paying BRAM directly, or for authorizing the custodian of other
 accounts to withdraw fees. Clients may also request to write a check for fees rather
 than having them withdrawn from their accounts.

Clients with an hourly rate are responsible for paying BRAM directly either by check
or electronic payment. These clients will be given a quote of the number of hours we
will spend reviewing their assets and are responsible for paying 50% of the estimate
before work begins and the remainder upon completion.

C. Calculation of Fees:

For actively managed retail clients, fees are calculated quarterly in arrears by taking the
balance of each individual account as of the end of the most recent quarter and
multiplying it by 25% of the current annual fee. Fees are calculated on an Excel
spreadsheet that is viewed by at least 2 employees every quarter. New accounts are
verified with their respective advisor for both annual fee and fee start date before being
billed. Quarterly fees are compared to those of the previous quarter to check for
significant fluctuations that might point to errors.

When new clients come on at a time other than the beginning of a quarter, fees are
assessed based on the part of the month in which the account arrives. Accounts arriving
on or before the 15th of the month will be charged for the full month. Accounts arriving
after the 15th will not begin to accrue fees until the next month. Fees will then be
charged by multiplying the full quarterly amount by 2/3 (for accounts at BRAM during
two out of the three months) or by 1/3 (for accounts at BRAM during one out of three
months). Accounts that arrive during the first 15 days of a quarter will be charged for
the full quarter.

Hourly clients will be given an estimate of the number of hours we well spend
reviewing their assets.

D. Other Fees:

BRAM fees do not include custodial charges, which may vary. All custody of assets
will be handled by a third party. Those expenses will be charged separately by the
custodian. Fees and expenses charged by mutual funds, exchange traded funds, other
funds, ADRs, and investment companies in which the account may invest are additional
to BRAM management fees. Commission costs for trades will be reflected on the net
cost of the security and may vary by custodian and/or broker/dealer used.

E.Timing of Fee Payment:

For actively managed retain clients, fees are payable and assessed quarterly in arrears
and typically withdrawn 3-4 weeks after the end of the quarter. Fees are calculated by
multiplying the total quarter-end market value of the account inclusive of stocks, bonds,
cash equivalents, mutual funds and all other assets, by the relevant percentage and
dividing such product by four (4).

Hourly clients are responsible for paying 50% of the hourly estimate before work
begins and the remainder upon completion.

F. Additional Disclosures:

Neither BRAM nor any of its supervised persons accepts compensation for the sale of
securities or other investment products. In addition, neither BRAM nor any of its
supervised persons accepts performance-based compensation.

BRAM does receive compensation from some separate account managers who
subscribe to the real-time holdings of its Small Cap Value and Large Cap Value
strategies.

When we provide investment advice to you regarding your retirement plan account or
individual retirement account, we are fiduciaries within the meaning of Title I of the
Employee Retirement Income Security Act, which are laws governing retirement
accounts. The way we make money creates some conflicts with your interests, so we
operate under a special rule that requires us to act in your best interest and not put our
interest ahead of yours.

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 yours 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
    your best interest;
   Charge no more than is reasonable for our services; and
...

Types of Clients

A. Types of Clients:

BRAMs clients consist of individual persons, institutions, businesses, retirement plans,
and wrap-fee program sponsors. The vast majority of these clients are actively managed
retail clients. However, BRAM will occasionally offer hourly services to clients who do
not want active management.

B. Requirements for Opening or Maintaining an Account:

All accounts or account relationships are subject to minimum initial balances. BRAM
will typically not accept clients whose total assets at BRAM would be less than
$250,000. However, BRAM will sometimes accept lower account values on a case-by-
case basis and for an increased fee. BRAM also imposes a minimum annual per client
fee unless an alternative arrangement is negotiated.

Hourly clients are not required to open an account.

Methods of Analysis, Investment Strategies and Risk of Loss

BRAM manages small and large cap value equity portfolios for its clients as well as
tactical asset allocation strategies that consist of mutual funds and/or exchange traded
funds of various types.

The small and large cap value portfolios are managed with value-oriented strategies
that look for pricing inefficiencies in out-of-favor companies or companies with little or
no Wall Street coverage. Stocks are screened using quantitative metrics including cash
flow, price/sales, relative price/earnings, and debt to capital.

Although BRAM believes strongly in these methods, they are not guaranteed to be
profitable and investment value may fluctuate. Due to market conditions, the portfolio
may decline in value causing a loss of principal.

The primary risk factor associated with the small and large cap value portfolios is
common factor risk, with the common factor being market capitalization. During
periods of time when small or large cap stocks as a whole are not performing well,
BRAM may have a harder time finding companies that will outperform.

BRAM has several guidelines and risk control factors in place to mitigate other
common factor risks and systematic risks: limiting industry exposure to 25% and sector
exposure to 35% helps to mitigate correlations within the portfolio; individual positions
are typically trimmed before reaching 5%, but must be trimmed upon reaching 7%.

Tactical asset allocation strategies consist of allocations of certain percentages to
stocks, bonds, and occasionally other securities such as commodities. Allocations are
based on the individual client’s needs and the portfolio manager’s belief about
prevailing market conditions. Clients may set their own asset allocation if they choose
to do so.

Securities selected for asset allocation strategies are exchange traded funds and/or
mutual funds, depending on the client’s asset size and preference. As with the small
and large cap value portfolios, the value of these securities may fluctuate. Exchange
traded funds and mutual funds are essentially baskets of securities and the value of
those securities will change.

It is BRAM’s goal that the value of all its portfolios will increase over time, but this is
not guaranteed, and losses may be incurred which the client must be prepared to bear.

BRAM attempts to select mutual funds and exchange traded funds with low or no
commissions whenever possible, and we trade through Charles Schwab whenever
possible, who charges no commission on equity trades. However, some equity trades
and some mutual fund or exchange traded fund trades may bear a commission charged
by the executing broker, particularly for clients who bring in securities from another
adviser when they come over to BRAM. The client should also be aware that more
heavily traded accounts, whether due to client or to BRAM initiated trades, are likely to
bear higher commissions. In addition, trading and receipt of dividends, interest
payments, and capital gains distributions within taxable accounts may cause the client
to incur a tax liability despite the fact that the client has not withdrawn funds from the
account.