Disciplined Investors LLC

FEES AND COMPENSATION

   Investment Management Services
   Clients pay a fee based on a percent of assets under management. The annual fee structure
   follows:

                          0.85 of 1% on the first $500,000
                          0.70 of 1% on the next $500,000
                          0.60 of 1% on the next $1,000,000
                          0.50 of 1% on the next $1,000,000
                          0.40 of 1% on amounts above $3,000,000

   In some cases, based on investment objectives, portfolio composition, location, services
   required and portfolio size, fees will be adjusted or negotiated. Fees are calculated based on
   the portfolio valuation as determined by the account custodian at the close of market on the last
   business day of each period plus any accrued interest. Assets under management for only part
   of the period due to deposits, transfers or withdrawals will be pro-rated for the fee calculation.
   Investment management fees are billed in arrears and may be deducted from clients’ accounts.
   Fees may be calculated on an annual basis or quarterly at the rate of one fourth of the annual
   fee shown above. All securities held in accounts managed by DI will be independently valued
   by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to
   ensure accurate billing.

   Additional Fees for Individual clients
   Any fees charged by the custodian would be in addition to the fees outlined above. These
   additional fees might include transaction fees, exchange fees, margin interest, wire fees and
   custodial fees. DI does not receive any portion of the additional fees.

   When DI recommends a mutual fund for a client’s account, three separate fees may be charged
   to the client, either directly or indirectly. The first fee is DI’s investment management fee where
   the fund is included in the asset base for the fee calculation. The second is the set of internal
   fees charged by the investment company for the fund’s investment management, marketing,

    administration, and marketing assistance. These internal expenses are disclosed in each fund’s
    prospectus which is provided to each client by the custodian. (This set of fees also applies to
    any money market fund purchased in the client’s account.) The third fee may be a transaction
    fee which is assessed by the custodian for its service of providing access to a universe of mutual
    fund families through one account. To avoid such fees a client would be required to open a
    separate account with each individual mutual fund company instead of using the custodian
    recommended by DI, which would also negatively affect DI’s ability to deliver its services
    efficiently. Not all mutual fund trades enacted by DI incur this transaction fee. When
    recommending mutual funds for client portfolios, DI considers the transaction fees and uses only
    no-load funds.

    Investment Advice and Consultation Services
    Compensation can be based on hourly charges at a range of $150 to $300 as negotiated with
    the client.

    401(k) Plan Services
    Fees for Plan services may be based on a percent of Plan assets or a flat fee as negotiated with
    the Plan Sponsor. When basing the fee on Plan assets there is usually no adjustment for
    withdrawals or contributions to the Plan during the period. Fees may be pro-rated if Plans are
    being serviced for only part of a period. Disciplined Investors does not receive any 12-b1, sub-
    TA or revenue-sharing fees.

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

    Disciplined Investors manages no accounts which pay performance-based fees.

TYPES OF CLIENTS

    Disciplined Investors provides investment advisory services to:

       •   individuals
       •   municipalities
       •   high net worth individuals
       •   pension and profit-sharing plans
       •   trusts, estates, or charitable organizations
       •   corporations

    The Firm does not impose a minimum account size.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

    DI evaluates potential and current investments in client accounts by reviewing fundamental and
    cyclical information. Fundamental analysis reviews financial attributes of a company or security,
    where cyclical analysis reviews a security in light of business, industry, calendar, or historical
    cycles.

    Portfolios are customized for each client with an emphasis on a long-term perspective.

    DI does not guarantee the future performance of any investment decision or strategy that the
    Firm may use, or the performance of the Firm’s overall management of the account. The client
    understands that investment decisions made for the account by the Firm are subject to various

    market, currency, economic, political, and business risks, and that those investment decisions
    will not always be profitable. Clients are reminded that investing in any security entails risk of
    loss which they should be willing to bear.