Foundation Capital Management LLC

Item 5 – Fees and Compensation

Fees are negotiable and may vary from client to client. Fees are quoted in advance and must be accepted
by client prior to project commencement or investment management. Executing a signature on the client
agreement or paying a partial/full payment of fee acknowledges acceptance by client.

Foundation Capital Management, LLC negotiation of investment management fees are based on one or
more of the following factors:

    •   The number of accounts, positions, account objectives, risk tolerances and restrictions requested
        by the client
    •   The estimated amount of time expended in researching, analyzing and documenting the specific
        recommendation(s) and course(s) of action.
    •   The requests of each client regarding follow up and forms of communication requested
    •   The familiarity (or lack thereof) between FCM and the client based on experience and client
        interaction
    •   A competitive analysis of other advisory firm’s fees
    •   The total amount of assets requested to be managed

Client agrees to supply Foundation Capital Management, LLC with the ability to deduct fees from the
account(s) on a quarterly basis. This fee deduction process will occur in arrears of service provided. The
fee activity will be displayed on the account statement produced by the qualified custodian. Quarterly
fees are based on the ending value of securities on the last day of the quarter.

The following is an example of how a quarterly fee is calculated:

        $800,000.00 value of assets under management on the last day of the quarter at an annual fee of
        0.95% would render the following quarterly bill.

        0.95% annual fee divided by 4 individual quarterly periods = 0.002375

        $800,000.00 x 0.002375 = $1900.00 Fee for the quarter

Advisory fees are calculated, and billed quarterly, in arrears. Annual percentages applied currently range
from 0.50% to a maximum fee of 2.00%, but are subject to change, and are subject to negotiation and
individual determination based upon particular facts and circumstances of a client and the extent of
advisory services anticipated. Clients may choose to pay fees by check or opt to have the fees debited

directly from client's accounts as stated in the Client Services Agreement. These fees may be considered
higher than average as related to other investment advisory firms, as such, clients may be able to attain
similar services at a lesser cost elsewhere.

In rendering services described above, FCM makes recommendations only, these recommendations can
be implemented through FCM in the following methods: Non-discretionary or Discretionary.

Discretionary Transactions are directed by FCM for accounts that have a limited discretionary authority
agreement. Clients who choose to provide FCM with discretion have empowered FCM to buy and sell
securities without the client’s prior knowledge or consent. Clients may, by contract, place restrictions on
FCM’s discretionary authority. FCM may act as the investment advisory client’s representative in the
execution of securities transactions on a normal and customary basis. The use of a registered
broker/dealer for such transactions is at the client’s complete discretion. The receipt of commissions
creates the possibility of a conflict of interest. Advisors that can make both fee and commission must put
the client’s interest ahead of any personal financial gain, this disclosure is to serve notice to clients of the
inherent conflict of charging fees and having the ability to also make commissions. Clients have the right
to ask if commissions are also being made by the Advisor on accounts where they are charging fees.
Clients may pay higher commission rates than otherwise available. FCM and its principals, and not the
broker/dealer are solely responsible for the quality of investment advice provided to clients.

For the purpose of implementing recommendations and effecting transactions in the course of
construction of a client portfolio and ongoing monitoring or management, FCM may direct advisory clients
to a licensed securities broker-dealer with which he is affiliated as a registered representative. Advisory
clients are under no obligation to effect any portfolio transaction with or through FCM or any broker-
dealer with which he/she may be affiliated as a registered representative, and may at any time direct that
portfolio transactions be effected with or through any other appropriately licensed securities broker-
dealer or registered representative. Investment Advisory Representatives (IARs) who choose to effect
transactions for advisory clients through a securities broker-dealer with which they are affiliated, may
receive certain types of transaction-based compensation, which is in addition to the advisory fees paid to
the IAR by clients.

Foundation Capital Management, LLC has no direct relationship with any specific fee-based custodian and
does not receive commission compensation from Charles Schwab with regard to client transactions. The
platform at Charles Schwab is a quality, low fee, low ticket charge, brokerage option that has been a good
fit for investment management services.

Foundation Capital Management, LLC management programs are not considered “wrap fee program” in
that clients could be responsible for paying any and all transaction costs, including, but not limited to
customary ticket charges, postage and service fees and annual maintenance fees that may be issued by
the custodians. The Client or Advisor may terminate the advisory agreement at any time upon thirty (30)
days written notice.

Hourly Charges and Fixed Fees Charged by Advisor

Advisor provides investment planning services consistent with individual client's financial and tax statues,
risk tolerance and investment objectives. Fees are billed at a negotiated rate between the parties. Hourly
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