Dunham Lane Capital Partners LLC

Item 5      Fees and Compensation

A.   Advisory Fees

     DLCP earns its fees and compensation by providing asset management services. DLCP
     utilizes a separately managed account platform to direct investments on behalf of its clients.
     Fee structures and account type availability for new accounts is subject to change. The
     compensation will be in the form of management fees and/or performance-based fees, and
     are assessed as follows:

     1.     Separately Managed Accounts

     DLCP’s compensation from separately managed account clients may take the form of: (i)
     a fee based on a percentage of the client’s assets under management (the “Management
     Fee”) and/or (ii) a performance or incentive based fee (the “Performance Fee”). Each client
     may elect to authorize DLCP’s custodian to deduct its fees directly from such client’s
     account, which is typically the process.

            a) Management Fees

     DLCP’s Management Fee for separate accounts may range from no such fee to 2.0% (on
     an annual basis) of the closing amount of net assets under management. The Management
     Fee is typically prorated and calculated daily by the account custodian based on the prior
     day’s closing value. The accrued amount is then debited from the Client’s account at the
     close of the quarter by the custodian. To avoid confusion, a Client that pays a Management
     Fee of 2.0% annually will incur a daily charge of approximately 0.00794% of the Net Asset
     Value of that client’s account in a calendar year with 252 market days.

            b) Performance Fees

     DLCP’s Performance Fee for separate accounts will be assessed quarterly to Qualified
     Clients, and generally ranges from 15.0% to 25.0% of the increase in an account’s net
     assets related to gains in the account during such calendar quarter, paid in arrears.
     Performance Fees shall be subject to a loss carry-forward provision, also known as a “High
     Water Mark,” so that no Performance Fee will be deducted from any investor’s account by
     the custodian until prior losses have been recouped. If a Client terminates the advisory
     relationship prior to the end of a performance fee calculation period, then the performance
     fee will be calculated as of the termination date.

     DLCP requires each client to complete a Managed Account Agreement in which the client
     must represent whether he, she, or it is a Qualified Client as such term is defined in Rule
     205-3(d)(1) of the Investment Advisers Act of 1940. Specifically, performance fees can
     only be utilized by individuals who meet the following qualifications: (i) a natural person

     who or a company that immediately after entering into the contract has at least $1,100,000
     under the management of the investment adviser; or (ii) a natural person who or a company
     that the investment adviser entering into the contract (and any person acting on his behalf)
     reasonably believes, immediately prior to entering into the contract, has a net worth
     (together, in the case of a natural person, with assets held jointly with a spouse) of more
     than $2,200,000 at the time the contract is entered into.

     Lower fees for comparable services may be available from other sources. Fees may vary
     from client to client based on client qualifications and specific circumstances. These fees
     are negotiable.

B.   Billing

     Fees may be deducted directly from client accounts by the custodian as described in Item
     5A.

     Clients may also set up regular additional contributions through DLCP’s Automatic
     Investment Plan (“AIP”). The AIP does not subject clients to additional fees, but
     contributions are generally subject to a minimum of $250 each month. Additional
     contributions under the AIP are deducted directly from the client’s checking or savings
     account.

C.   Other Fees & Expenses

     There may be additional costs associated with portfolio management. Clients may incur
     certain charges imposed by other third parties in connection with investments made
     through the account, including, but not limited to, annual maintenance, brokerage,
     clearance, custody and administrative fees.

D.   Refund Policy

     DLCP has no formal refund policy because advisory fees payable are assessed in arrears.

E.   Other Compensation

     DLCP does not receive any compensation other than its advisory fees, as described in Item
     5A.

Item 7      Types of Clients

A.   Types of Clients

     DLCP provides discretionary investment management services to numerous types of
     clients, including individuals, trusts, corporate pension and profit sharing plans, charitable
     institutions, and endowments.

B.   Conditions for Account Management

     DLCP generally requires a $250,000 minimum account size. DLCP may, in its sole
     discretion, raise or lower the minimum requirement with respect to certain clients.