Capvisor Associates LLC

Fees and Compensation
CapVisor is compensated in the following manner for our services:

    1. Investment Advisory /Consulting

First five million dollars of market value              25   basis points
Next five million dollars of market value               20   basis points
Next five million dollars of market value               15   basis points
Next $10,000,000 of market value                        12   basis points
Next $25,000,000 of market value                        10   basis points
Excess                                                   5   basis points

Minimum annual fee equals $10,000. Fees may become negotiable at larger market
values.

    2. Investment Advisory/Manager Selection –

There is no fee to CapVisor clients for this service. CapVisor is compensated by the
external investment management firm selected by our client, at a rate of 40% of the
management firm’s revenue earned from our client’s relationship. Transparency of
CapVisor revenue is fully disclosed to all parties, in accordance with the provisions of
Rule 206(4)-1, as promulgated under the Investment Advisers Act of 1940.

    3. Project Work –

Fees for these services are quoted based on the project's parameters.

    4. Private Client –

Fee schedule:      Bracket ($000s)    %                Fee on breakpoint    Cumulative Assets
                                                       ($s)                 ($000s)
first              1,000              0.750%           $ 7,500              1,000
next               250                0.700%           9,250                1,250
next               250                0.650%           10,875               1,500
next               500                0.600%           13,875               2,000
next               1,500              0.600%           22,875               3,500
next               1,500              0.500%           30,375               5,000

CapVisor does not buy or sell securities (portfolio management) for our clients. The
external investment management firm selected by our clients to provide portfolio
management services will directly bill our clients for their services. CapVisor does not
provide trust or custody services. Trustee and/or custodian fees may or may not be

included in the external investment management firm’s fee, depending on the manager
selected by the client. CapVisor does not provide brokerage services. Brokerage or
other transaction costs are included in the external investment manager’s fee.

CapVisor generally bills client fees quarterly, in arrears.

Performance-based Fees and Side-by-Side
Management

Not applicable -

Types of Clients

CapVisor provides investment advisory services to insurance companies, alternative
risk insurance vehicles (captives, risk retention groups, etc.) self- insurance funds or
Reg 114 reinsurance trusts. CapVisor also provides investment advisory services to
private clients.

Methods of Analysis, Investment Strategies and Risk
of Loss
CapVisor may use either internally developed or licensed external vendor software for
proposing strategic asset allocations. This software allows various economic scenarios,
of varying degrees of risk, to be applied to our analysis. These risks scenarios are
discussed with clients and mutually agreed upon.

For tactical portfolio allocation advice, CapVisor’s approach begins with a thorough
company evaluation including each client's unique investment objectives and risk
tolerance. Specifically, this evaluation minimally involves an examination of their
balance sheet, income statements, and actuarial reports including claims payout
patterns, cash flows and liability durations by line of business. This information enables
us to design a portfolio construction process reflective of the client's insurance liabilities,

risk/reward parameters, with consideration of constraints related to the client’s tax,
accounting and regulatory circumstances. Fixed income security type/sectors risks, as
well as equity and alternative investment asset class and style risks are described fully
to clients. Clients will also receive peer group analysis information to help guide their
decisions concerning their ability to bear investment risk. CapVisor often works with
network manager(s)' analytic packages to test the suitability of various portfolio
allocations for our clients and to identify risk/reward trade-offs.

CapVisor does not recommend, nor do we buy or sell individual securities or other
Investment products for clients.